RNS Number : 3889D
Taylor Nelson Sofres PLC
12 September 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
12 September 2008
Taylor Nelson Sofres plc ("TNS")
RESPONSE TO EXTENSION OF WPP OFFER AND MEETING WITH WPP
The Board of TNS notes the announcement by WPP Group plc ("WPP") of the low level of acceptances received in relation to its offer announced on 9 July 2008 ("the WPP Offer"), representing approximately 11 per cent of the issued ordinary share capital of TNS.
The Board of TNS continues to believe that the WPP Offer fails to represent fair value for TNS. However, the Board recognises that the current long period of uncertainty is not in the interests of TNS shareholders, employees and clients. As a result, on Tuesday 9 September 2008, at his instigation, Donald Brydon, Chairman of TNS, met with Sir Martin Sorrell, Chief Executive of WPP, to discuss the potential for a recommended offer.
TNS is disappointed that WPP has declined to enter into a dialogue with TNS regarding the benefits of a recommendation. If a recommendable offer were to be forthcoming from WPP, then TNS' Board and management would commit to cooperate with WPP to ensure a successful transition to WPP ownership. In a business founded on employees with strong personal and client relationships, the Board believes that such a smooth transition is in the interests of employees, clients and the value of the ongoing business.
In the absence of an increased offer from WPP, the Board of TNS continues to recommend that TNS shareholders reject the WPP Offer by taking no action in response to the WPP Offer and, in particular, that they do not complete any form of acceptance that they have received with WPP's Offer document.
As required by the Takeover Code, TNS confirms that this announcement is not being made with the agreement or approval of WPP.
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)
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
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 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.
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.
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