NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For immediate release

9 May 2016

RECOMMENDED MANDATORY INCREASED CASH OFFER

for

TANGENT COMMUNICATIONS PLC

by

TANGENT HOLDINGS UK LIMITED

FINAL ACCEPTANCE LEVELS

1             SUMMARY

Tangent Holdings UK Limited ("Bidco") announces that it has received valid acceptances of the Increased Offer and acquired Tangent Shares in respect of an aggregate of 256,559,761 Tangent Shares, representing approximately 90.2 per cent. of the shares to which the Increased Offer related.

Bidco confirms that the Increased Offer has now closed for acceptance.

Bidco will in due course contact any Tangent Shareholders who have not yet accepted the Increased Offer in respect of their rights under section 983 of the Companies Act 2006 and/or Bidco's right to acquire compulsorily their Tangent Shares under sections 979-982 of the Companies Act 2006.

2             INTRODUCTION

It was announced on 10 February 2016 that the board of Bidco and the independent directors of Tangent Communications PLC ("Tangent") had reached agreement on the terms of a recommended cash offer (the "Original Offer") at 2.25 pence per Tangent Share, to be made by certain members of the management team of Tangent (acting through Bidco), for the whole of the issued and to be issued share capital of Tangent. On 12 February 2016 Bidco published an offer document setting out the full terms and conditions of the Original Offer.

On 4 March 2016, Bidco announced a mandatory increased cash offer for the entire issued and to be issued share capital of Tangent under which Tangent Shareholders were entitled to receive 4.0 pence for each Tangent Share (the "Increased Offer"). The revised offer document was published and sent to Tangent Shareholders by Bidco on 8 March 2016 (the "Increased Offer Document").

On 10 March 2016, the Increased Offer was declared unconditional in all respects. The Increased Offer was extended until the final closing date of 1.00 p.m. on 9 May 2016. Cancellation of trading in Tangent Shares on AIM took effect at 7.00am (London time) on 27 April 2016.

3             Acceptances AND PURCHASES

Summary of acceptances and market purchases

As at 1.00 p.m. on 9 May 2016, Bidco had received valid acceptances of the Increased Offer in respect of 189,972,836 Tangent Shares, representing approximately 66.79 per cent. of the shares to which the Increased Offer related.

In addition, Bidco acquired through market purchases an aggregate of 66,586,925 Tangent Shares, representing approximately 23.41 per cent. of the shares to which the Increased Offer related.

In total, Bidco has therefore received valid acceptances of the Increased Offer in respect of, or has acquired, 256,559,761 Tangent Shares, representing approximately 90.2 per cent. of the shares to which the Increased Offer related.

Further information

Of the valid acceptances received before 1.00 p.m. on 9 May 2016:

·                  in aggregate, acceptances in respect of 107,385,971 Tangent Shares comprised acceptances by persons from whom Bidco had procured an irrevocable commitment to accept the Offer or by persons acting in concert with Bidco (representing, in aggregate, approximately 37.35% of the shares to which the Increased Offer related);

·                  acceptances in respect of 107,385,971 Tangent Shares comprised acceptances by persons from whom Bidco had procured an irrevocable commitment to accept the Offer (representing approximately 37.35% of the shares to which the Increased Offer related); and

·                  acceptances in respect of 92,411,741 Tangent Shares comprised acceptances by persons acting in concert with Bidco (representing approximately 32.49% of the issued share capital of Tangent), all of which shares were held by persons who had given irrevocable commitments to accept the Offer.

4             Disclosure of Interests

At the close of business on 6 May 2016, being the latest practicable date before this announcement:

·                  The persons acting in concert with Bidco (including, without limitation, the directors of Bidco together with their close relatives and related trusts and other Interested Persons) were not interested in any Tangent Shares (save that Michael Green is interested in Tangent Shares through his ownership of Bidco);

·                  There are no persons with whom Bidco or any person acting in concert with Bidco had any arrangement (including any indemnity or option arrangement), agreement or understanding, formal or informal, of whatever nature relating to relevant Tangent securities which may be an inducement to deal or refrain from dealing; and

·                  Neither Bidco nor any person acting in concert with Bidco had any short position in any Tangent Shares (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in Tangent Shares, nor any arrangement in relation to any Tangent Shares, nor had Bidco or any person acting in concert with Bidco borrowed or lent any relevant Tangent securities.

5             General

Terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the meanings given to them in the Increased Offer Document dated 8 March 2016.

All percentages of voting rights, issued share capital and the shares to which the Increased Offer relates are stated by reference to the entire issued share capital of Tangent, being an aggregate of 284,428,582 Tangent Shares.

WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting for Bidco in connection with the Increased Offer and no-one else and will not be responsible to anyone other than Bidco for providing the protections afforded to customers of WH Ireland or for providing advice in relation to the Increased Offer.

Please note that addresses, electronic addresses and certain other information provided by Tangent Shareholders and other relevant persons for the receipt of communications from Tangent may be provided to an offeror as required under Section 4 of Appendix 4 to the Takeover Code.

Any person who has received this announcement in electronic form or by means of a website publication may request a copy of this announcement in hard copy form and may request that all future documents, announcements and information sent to him in relation to the Increased Offer be in hard copy form.  Unless so requested, a hard copy of this announcement will not be sent to you.  This announcement and all future documents, announcements and information can be requested in hard copy form (free of charge), by submitting a request in writing to the Company Secretary, Tangent Communications PLC, Threeways House, 40-44 Clipstone Street, London W1W 5DW or by calling the company secretary Jamie Beaumont on +44(0)20 7462 6101.

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Increased Offer or otherwise.

Overseas territories

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law. Therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. 

This announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdiction outside of England and Wales. This announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.