19th Oct 2006 07:00
19 October 2006 St Ives plc REJECTION OF PROPOSAL BY TANGENT Further to the announcement made by St Ives plc ("St Ives" or the "Company") on17 October 2006, the Board of St Ives confirms that it has received apresentation from representatives of Tangent Communications plc ("Tangent")regarding its non-binding, highly conditional, indicative proposal to acquirethe entire issued share capital of St Ives. The Tangent presentation focusedmainly on point of sale and direct mail but set out no significant new plansfor the development of these businesses that are not already being implementedby St Ives management. Nothing in the presentation has caused the Board tochange its view of the proposal and the Board, which is being advised by N MRothschild & Sons Limited, has unanimously rejected Tangent's proposal.The reasons for the Board's rejection of the proposal are as follows: * Irrespective of the form of the consideration, an indicative offer price of 272.5 pence per share* significantly undervalues the Company and its prospects. * The value of the stub equity component of Tangent's proposal is uncertain, particularly given the highly leveraged structure of the proposal. * The debt burden which Tangent is proposing to impose on the business will increase materially the risks inherent in the business and seriously compromise its growth prospects going forward. * The proposal and, in particular, its financing are highly conditional. The Board of St Ives considers any dialogue with Tangent to have terminated.Miles Emley, Chairman of St Ives, commented:"As a Board, we are unable to see the benefit to St Ives' shareholders ofcombining these businesses as envisaged by Tangent. We are committed tomaximising value for our shareholders by executing the strategy set out in ourrecent preliminary results statement."Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires St Ivesto clarify that this statement is being made by St Ives without prior agreementwith or approval of Tangent and that there can therefore be no certaintywhether an offer will be made nor as to the terms on which an offer might bemade.* Based on Tangent's share price of 14.5 pence as at 25 September 2006, thedate on which the proposal was submitted.Issued by:Smithfield 020 7903 0665John AntcliffeThe Directors of St Ives accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the Directors ofSt Ives (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anythinglikely to affect the import of such information.N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting for St Ives andno one else in relation to the matters set out herein and will not beresponsible to anyone other than St Ives for providing the protections affordedto clients of N M Rothschild & Sons Limited nor for providing advice inrelation to the matters set out herein.ENDST IVES PLCRelated Shares:
KCT.L