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TalkTalk Telecoms Group plc announced on 8 October 2020 that it is currently in discussions with one of its major shareholders, UK fund manager Toscafund Asset Management LLP (TAM), regarding a possible cash offer for the telecoms giant.
TAM, who own a 29% stake in TalkTalk, have offered the company 97 pence per share, subject to various pre-conditions, including an irrevocable undertaking in support of the offer by TalkTalk founder, Sir Charles Dunstone. Dunstone recently upped his stake in the FTSE 250 company to 29.8% in March 2020, causing speculation as to his plans. In accordance with the Takeover Code, if a party holds shares giving them 30% or more of the voting rights in a company, they must make a mandatory takeover offer for the company.
The offer values TalkTalk at £1.1bn and represents a 16% premium on the closing price as of 7 October 2020 (being the last day prior to the announcement). TalkTalk shares closed 17% higher on 8 October 2020, following the announcement.
This is not the first approach made by TAM for the telecoms provider, with reports that the fund manager had made an offer at 135 pence per share for the company last year, which was rejected. Despite the lower offer, the board have agreed to progress the proposal further. TalkTalk shares have plummeted in value over the last few years, a fate which has only escalated during the pandemic, which may explain its willingness to entertain a lower bid. The company was trading as high as 400 pence per share in 2015 and had lost more than half of this value by December 2017. Prior to the onset of restrictions in March, the company was trading at around 120 pence per share in February.
TAM will have until 5 November 2020 to confirm whether it will be making an offer.
Market Tracker will continue to monitor this transaction as it develops.
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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