6th Oct 2008 15:37
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION, INCLUDING AUSTRALIA, CANADA AND JAPAN
FOR IMMEDIATE RELEASE
6 October 2008
Taylor Nelson Sofres plc ("TNS")
RECOMMENDATION TO ACCEPT WPP OFFER
The Board of TNS notes the announcement by WPP Group plc ("WPP") on 3 October 2008 that it has received acceptances in respect of the offer announced on 9 July 2008 ("the WPP Offer") representing approximately 60.86 per cent of the issued ordinary share capital of TNS, and that the WPP Offer has been extended to Wednesday 8 October 2008.
The Board continues to believe that the WPP Offer undervalues TNS. However, the Board recognises that given that WPP has reduced the acceptance condition to 75 per cent of the TNS ordinary shares to which the WPP Offer relates and stated its intention to de-list TNS when it has declared the offer unconditional, there is a risk that TNS Shareholders who do not accept the WPP Offer could as a result own a minority interest in an unlisted company.
Therefore, the Board, which has been so advised by Deutsche Bank, JPMorgan Cazenove and Moelis & Company, now recommends that shareholders accept the WPP Offer, as the directors intend to do in respect of their own beneficial holdings.
The WPP Offer will remain open for acceptance until the next closing date which will be 3.00 pm (London time) on 8 October 2008. Full details of how to accept the WPP Offer are set out in the WPP offer document, published on 1 August 2008.
TNS Shareholders who require assistance in accepting the WPP Offer (or who require a replacement Form of Acceptance and Election) should telephone Computershare Investor Services PLC (the receiving agent for the Offer), on 0870 707 1367 (from within the United Kingdom) and +44 870 707 1367 (from outside the United Kingdom). However, TNS Shareholders should be aware that Computershare Investor Services PLC cannot provide any financial, legal or taxation advice in connection with the Offer nor any advice on the merits of the Offer.
TNS Shareholders who are in any doubt as to what action to take are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if they are resident in the United Kingdom or, if not, from another appropriately authorised financial adviser in their own jurisdiction.
Enquiries:
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Press enquiries to Brunswick
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+44 20 7404 5959
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David Yelland, Jonathan Glass
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TNS
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+44 20 8967 1584
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Janis Parks, Head of Investor Relations
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Deutsche Bank
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+44 20 7545 8000
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(Lead Financial Adviser and Joint Broker)
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Gavin Deane, Manny Chohhan
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Charles Wilkinson, Martin Pengelley (Corporate Broking)
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JPMorgan Cazenove
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+44 20 7588 2828
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(Financial adviser and Joint Broker)
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Malcolm Moir, Andrew Hodgkin, Hugo Baring
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Moelis & Company
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+44 7802 94 1847
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(Financial adviser)
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Kristian Bagger
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Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting as lead financial adviser and also as joint corporate broker to TNS and no-one else in connection with the WPP Offer and will not be responsible to anyone other than TNS for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the WPP Offer or any other matter referred to herein.
JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and joint corporate broker to TNS and no-one else in connection with the WPP Offer and will not be responsible to anyone other than TNS for providing the protections afforded to customers of JPMorgan Cazenove or for providing advice in relation to the WPP Offer or any other matter referred to herein.
Moelis & Company UK LLP are an Appointed Representative of Sturgeon Ventures LLP. Sturgeon Ventures LLP is authorised and regulated by the Financial Services Authority. Moelis & Company UK LLP is acting as financial adviser to TNS and no-one else in connection with the WPP Offer and will not be responsible to anyone other than TNS for providing the protections afforded to clients of Moelis & Company UK LLP or for providing advice in relation to the WPP Offer or any other matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of TNS or WPP, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of TNS or WPP, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of TNS or WPP by TNS or WPP, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
WPP