Statement re Rejection of Proposal by Tangent
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") on
17 October 2006, the Board of St Ives confirms that it has received a
presentation from representatives of Tangent Communications plc ("Tangent")
regarding its non-binding, highly conditional, indicative proposal to acquire
the entire issued share capital of St Ives. The Tangent presentation focused
mainly on point of sale and direct mail but set out no significant new plans
for the development of these businesses that are not already being implemented
by St Ives management. Nothing in the presentation has caused the Board to
change its view of the proposal and the Board, which is being advised by N M
Rothschild & 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 of
combining these businesses as envisaged by Tangent. We are committed to
maximising value for our shareholders by executing the strategy set out in our
recent preliminary results statement."
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.
* 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.
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