RNS Number : 7173A
Taylor Nelson Sofres PLC
05 August 2008
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
5 August 2008
Taylor Nelson Sofres plc ("TNS")
PUBLICATION OF SHAREHOLDER CIRCULAR
The Board of TNS is today posting its shareholder circular (the "Circular") in response to the offer document posted by WPP Group plc ("WPP") on 1 August 2008 (the "Offer Document") setting out the terms of its unsolicited offer for TNS (the "WPP Offer"). As stated in TNS' announcements on 9 July and 1 August 2008, the Board has unanimously rejected the WPP Offer, since it substantially undervalues TNS.
The Circular sets out the Board's reasons for rejecting WPP's Offer and in particular highlights:
TNS' position as a market leader in the fast growing market information industry;
The strong strategic direction the management team has established to continue to deliver growth;
TNS' significant investment in both globalising its offering and expanding its online capabilities;
TNS' record performance in 2007 and continued strong performance in 2008;
TNS' Adjusted Operating Margin objective of over 12.5% in the medium term; and
That previous acquisitions in the sector have valued target companies substantially above WPP's valuation of TNS.
Consequently, the Board of TNS strongly recommends that TNS shareholders reject WPP's Offer by taking no action in response to the Offer and, in particular, that they do not complete the form of acceptance that they receive with WPP's Offer Document.
Donald Brydon, Chairman of TNS said:
"TNS is a market leader in a dynamic sector and is delivering strong growth. The Board remains confident in the prospects for the company and in management's ability to deliver the full value of TNS' Strategic Plan. TNS Shareholders should ignore WPP's opportunistic offer, which substantially undervalues TNS. The Board urges TNS Shareholders to take no action and not to complete the form of acceptance they receive with WPP's Offer Document."
Press enquiries to Brunswick +44 20 7404 5959
David Yelland, Jonathan Glass
TNS +44 20 8967 1584
Janis Parks, Head of Investor Relations
Deutsche Bank +44 20 7545 8000
(Lead Financial Adviser and Joint Broker)
Kristian Bagger, Gavin Deane, Manny Chohhan
Charles Wilkinson, Martin Pengelley (Corporate Broking)
JPMorgan Cazenove +44 20 7588 2828
(Financial adviser and Joint Broker)
Malcolm Moir, Andrew Hodgkin, Hugo Baring
A copy of the Circular responding to WPP's Offer will be filed with the FSA's Document Viewing Facility. Copies of the Circular can be obtained from The Company Secretary, Taylor Nelson Sofres plc, TNS House, Westgate, London, W5 1UA and will also be available for download from the TNS Corporate Activity website, which can be accessed via the Investor Centre at www.tnsglobal.com.
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 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 offer or any 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 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 offer or any other matter referred to herein.
The Directors of TNS accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of TNS (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not affect the import of such information.
The release, publication or distribution of this announcement and the Circular in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. The Circular has been prepared in accordance with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if it had been prepared in accordance with the laws and regulations of jurisdictions outside England.
The availability of the WPP Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.
The WPP Offer is not being made, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction where to do so would constitute a breach of relevant laws in that jurisdiction, and the WPP Offer will not be capable of acceptance from or within any such jurisdiction. Accordingly, copies of this announcement and the Circular are not being, and must not be, mailed or otherwise forwarded, transmitted, distributed or sent (directly or indirectly) in or into Australia, Canada or Japan or any other jurisdiction where to do so would constitute a breach of relevant laws in that jurisdiction, and persons receiving this announcement and the Circular (including agents, nominees, custodians and trustees) must not mail or otherwise distribute or send it in or into such jurisdictions.
Notice to US Persons
The WPP Offer is for the securities of a United Kingdom company and is subject to United Kingdom legal requirements, which are different from those of the United States. WPP have indicated in the Offer Document that the WPP Offer will be made in the United States in compliance with applicable tender offer rules under the US Exchange Act as modified by the "Tier II" exemption provided by Rule 14d-1(d) under such Act and otherwise in accordance with the requirements of the City Code. Accordingly, the WPP Offer will be subject to disclosure and procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that differ in some respects from those applicable under US domestic tender offer procedures and law.
Forward looking statements
Certain statements contained in this announcement and the Circular constitute "forward looking statements" relating to TNS and WPP. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of TNS or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding TNS' present and future business strategies and the environment in which TNS will operate in the future. These forward looking statements speak only as at the date of the Circular. Except as required by the FSA, the London Stock Exchange, the Listing Rules, the Disclosure Rules and Transparency Rules or any other applicable law, TNS expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in the Circular to reflect any change in TNS' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Nothing in this announcement or the Circular is intended to be a profit forecast and the statements in this announcement and the Circular should not be interpreted to mean that the earnings per TNS Share for the current or future financial periods will necessarily be greater (or lesser) than those for the relevant preceding financial period.
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.
This information is provided by RNS
The company news service from the London Stock Exchange