NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT REPLACES RNS 0077P. THE TEXT OF THE THIRD PARAGRAPH STARTING "AS A RESULT...." HAS BEEN REPLACED.
15 June 2022
RECOMMENDED CASH ACQUISITION
of
Tungsten Corporation plc
by
Project California Bidco Limited
(a newly-formed vehicle, indirectly wholly-owned by Kofax Parent Limited)
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
EXERCISE OF OPTIONS, ISSUE OF EQUITY AND RULE 2.9 ANNOUNCEMENT
Tungsten Corporation plc (AIM:TUNG) ("Tungsten" or the "Company"), announces that, following the Court sanctioning the Scheme in relation with the recommended cash offer by Project California Bidco Limited ("Bidco") earlier today, the Company has today allotted and issued a total of 1,779,227 new ordinary shares of 0.438p each in the Company ("New Ordinary Shares"). The New Ordinary Shares have been issued pursuant to the exercise of options in accordance with proposals made to participants in the Tungsten Share Plans in accordance with Rule 15 of the Code, as described in Part II of the scheme document published on 25 April 2022 (the "Scheme Document"). The issue of New Ordinary Shares follows the exercise of 1,059,730 options by certain employees and former employees and 719,497 options exercised today by the following PDMRs, resulting in the issue of the following number of New Ordinary Shares:
Tungsten PDMR |
Number of New Ordinary Shares |
Total Holding |
% Holding |
Tony Bromovsky |
376,166 |
1,310,270 |
1.02 |
Patrick Clark |
258,688
|
263,648 |
0.21 |
Ian Kelly |
84,643
|
84,643 |
0.07 |
Notifications by the Tungsten PDMRs in accordance with the Market Abuse Regulation are set out in the Appendix to this announcement.
As a result of the exercise of options, application has been made for 1,669,042 New Ordinary Shares to be admitted to trading on AIM and a further 110,185 New Ordinary Shares have been issued out of the block listing that was admitted to the London Stock Exchange on 24 September 2020. The 1,669,042 New Ordinary Shares will be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective, and trading will commence at 8.00 a.m. on 16 June 2022. The New Ordinary Shares will rank pari passu with the existing shares of the Company.
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, Tungsten confirms that, on 15 June 2022 (the date of this announcement), it has 128,317,189 ordinary shares of 0.438p each in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. The International Securities Identification Number for Tungsten Shares is GB00B7Z0Q502.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Tungsten's website at www.tungsten-network.com/takeover-documentation/.
Enquiries
Tungsten Corporation plc |
Tel: +44 (0) 20 7280 6980 |
Paul Cooper, Chief Executive Officer |
|
|
|
Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Corporate Broker to Tungsten) |
Tel: +44 (0) 20 7523 8000 |
Simon Bridges |
|
Andrew Potts |
|
|
|
Tavistock (financial PR and IR for Tungsten) |
Tel: +44 (0) 20 7920 3150 |
Heather Armstrong |
tungstencorp@tavistock.co.uk |
Katie Hopkins |
|
|
|
Important notices
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 in any jurisdiction whether pursuant to this announcement or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The release, publication, or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions outside the
Canaccord Genuity Limited, which is authorised and regulated in the
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions other than the
The Acquisition relates to shares in an English company and is proposed to be made by means of a scheme of arrangement under English company law.
It may be difficult for
In accordance with the Takeover Code and normal
Further details in relation to Tungsten Shareholders in overseas jurisdictions are contained in the Scheme Document.
Publication on a website
A copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Tungsten's website at www.tungsten-network.com/takeover-documentation/ and on Bidco's website at www.kofax.com/tungsten by no later than 12 noon (
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Tungsten for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Tungsten.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tungsten Shareholders, persons with information rights and participants in Tungsten Share Plans may request a hard copy of this Announcement by contacting Tungsten' registrars, Equiniti, either in writing to Aspect House, Spencer Road, Lancing,
Electronic Communications
Please be aware that addresses, electronic addresses and certain other information provided by Tungsten Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tungsten may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
APPENDIX
1 |
Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated with them ('PCA') |
|
a) |
Name |
Tony Bromovsky |
2 |
Reason for notification |
|
a) |
Position / status |
Chairman |
b) |
Initial notification / amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Tungsten Corporation plc |
b) |
LEI |
213800KY57NETI1IJ428 |
4 |
Details of the transaction(s): |
|
a) |
Description of the financial instrument Identification code |
Options over ordinary shares of 0.438p each ISIN: GB00B7Z0Q502 |
b) |
Nature of transaction |
Exercise of options |
c) |
Price(s) and volume(s) |
376,166 / 0.438p per share
|
d) |
Aggregated information Aggregated volume Price |
N/A (single transaction)
|
e) |
Date of the transaction |
15 June 2022 |
f) |
Place of the transaction |
London Stock Exchange, AIM |
1 |
Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated with them ('PCA') |
|
a) |
Name |
Patrick Clark |
2 |
Reason for notification |
|
a) |
Position / status |
General Counsel |
b) |
Initial notification / amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Tungsten Corporation plc |
b) |
LEI |
213800KY57NETI1IJ428 |
4 |
Details of the transaction(s): |
|
a) |
Description of the financial instrument Identification code |
Options over ordinary shares of 0.438p each ISIN: GB00B7Z0Q502 |
b) |
Nature of transaction |
Exercise of options |
c) |
Price(s) and volume(s) |
30,000 / 43.45p per share 125,000 / 52.56p per share 76,893 / 0.438p per share 26,795 / 0.438p per share |
d) |
Aggregated information Aggregated volume Price |
N/A (single transaction)
|
e) |
Date of the transaction |
15 June 2022 |
f) |
Place of the transaction |
London Stock Exchange, AIM |
1 |
Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated with them ('PCA') |
|
a) |
Name |
Ian Kelly |
2 |
Reason for notification |
|
a) |
Position / status |
Chief Financial Officer |
b) |
Initial notification / amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Tungsten Corporation plc |
b) |
LEI |
213800KY57NETI1IJ428 |
4 |
Details of the transaction(s): |
|
a) |
Description of the financial instrument Identification code |
Options over ordinary shares of 0.438p each ISIN: GB00B7Z0Q502 |
b) |
Nature of transaction |
Exercise of options |
c) |
Price(s) and volume(s) |
53,382 / 0.438p per share 31,261 / 0.438p per share
|
d) |
Aggregated information Aggregated volume Price |
N/A (single transaction)
|
e) |
Date of the transaction |
15 June 2022 |
f) |
Place of the transaction |
London Stock Exchange, AIM |
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