17 October 2006
St Ives plc
RESPONSE TO ANNOUNCEMENT BY TANGENT COMMUNICATIONS PLC
The Board of St Ives plc ("St Ives" or the "Company") notes the announcement
made today by Tangent Communications plc ("Tangent") and confirms that it has
received a non-binding, highly conditional, indicative proposal from Tangent,
an AIM quoted company with a market capitalisation of around £17m, to acquire
the entire issued share capital of St Ives.
Tangent's proposal, which it claimed to be worth 272.5 pence per share* valuing
St Ives' equity at around £282m, has a cash element of 200 pence per share with
the remainder of the consideration in new Tangent equity (on the basis of five
new Tangent shares for each St Ives share). The cash consideration would be
funded through the issue of new Tangent equity to external investors and by
raising additional debt. Under the terms of the proposal, the combined group
would have net debt of approximately £160m and existing St Ives shareholders
would hold only 41% of the equity of the enlarged Tangent.
The Board of St Ives, which has been advised by N M Rothschild & Sons Limited,
unanimously agrees that the proposal significantly undervalues the Company and
its prospects. However, it has agreed to receive a presentation from Tangent so
as to understand more fully their proposal.
Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires St Ives
to clarify that this statement is being made by St Ives without prior agreement
with or approval of Tangent and that there can therefore be no certainty
whether an offer will be made nor as to the terms on which an offer might be
made.
A further announcement will be made in due course. In the meantime shareholders
are advised to take no action.
* Based on Tangent's share price of 14.5 pence as at 25 September 2006, the
date on which the proposal was submitted.
Issued by:
Smithfield
020 7903 0665
John Antcliffe
The Directors of St Ives accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Directors of
St Ives (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for St Ives and
no one else in relation to the matters set out herein and will not be
responsible to anyone other than St Ives for providing the protections afforded
to clients of N M Rothschild & Sons Limited nor for providing advice in
relation to the matters set out herein.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
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Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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