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.
9 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
Results of Reconvened Court Meeting and Reconvened General Meeting
On 24 March 2022, the boards of Tungsten Corporation plc ("Tungsten") and Project California Bidco Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco proposed to acquire the entire issued and to be issued share capital of Tungsten at a price of
On 25 April 2022, a scheme document containing the full terms and conditions of the Original Kofax Offer and notices of the Court Meeting and General Meeting, each convened to be held on 18 May 2022, at which resolutions were to be proposed to approve the Scheme, was published (the "Scheme Document").
On 20 May 2022, the boards of Bidco and Tungsten were pleased to announce (the "Revised Offer Announcement") that they had reached agreement on the terms and conditions of a recommended increased all cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Tungsten at a price of
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document or the Shareholder Circular, as the context requires. All references to times in this Announcement are to
Tungsten is pleased to announce that, at the Reconvened Court Meeting and Reconvened General Meeting held earlier today in connection with the Acquisition:
(A) the resolution to approve the Scheme was passed by the requisite majority of Scheme Voting Shareholders at the Reconvened Court Meeting; and
(B) the Special Resolution to implement the Scheme, including the amendment of Tungsten's Articles of Association, was passed by the requisite majority of Tungsten Shareholders at the Reconvened General Meeting.
Details of the resolutions that were proposed are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document and of the Reconvened Court Meeting and Reconvened General Meeting in the Shareholder Circular.
Voting results of the Reconvened Court Meeting
The table below sets out the results of the poll at the Reconvened Court Meeting. Each Scheme Voting Shareholder present or by proxy was entitled to one vote per Scheme Voting Share held at the Voting Record Time.
Results of Court Meeting |
Scheme Voting Shares voted |
Scheme Voting Shareholders who voted |
No. of Scheme Voting Shares voted as a % of the Scheme Voting Shares eligible to be voted at the Reconvened Court Meeting* |
||
Number |
%* |
Number** |
%* |
||
FOR |
64,355,532 |
99.27 |
45 |
81.82 |
62.18 |
AGAINST |
471,313 |
0.73 |
10 |
18.18 |
0.46 |
TOTAL |
64,826,845 |
100 |
55 |
100 |
62.64 |
*Rounded to two decimal places.
**Includes 7 votes split for and against.
As a Tungsten Shareholder, Bidco consented to being treated as a separate class of Scheme Shareholders who were not entitled to attend or vote at the Reconvened Court Meeting but will separately undertake to be bound by the Scheme, and will be permitted to vote its Tungsten Shares at the Reconvened General Meeting.
Voting results of the Reconvened General Meeting
The table below sets out the results of the poll at the Reconvened General Meeting. Each Tungsten Shareholder present in person or by proxy was entitled to one vote per Tungsten Share held at the Voting Record Time.
Special Resolution |
VOTES FOR** |
VOTES AGAINST |
TOTAL VOTES |
WITHHELD VOTES*** |
||
Number |
%* |
Number |
%* |
Number |
Number |
|
Approval of the implementation of the Scheme, including amendments to the Articles of Association |
85,991,803 |
99.45 |
478,591 |
0.55 |
86,470,394 |
1,869 |
* Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.
The total number of Tungsten Shares in issue at the Voting Record Time was 126,537,962, of which none were held in treasury. Consequently, the total number of voting rights in Tungsten at the Voting Record Time were 126,537,962.
Expected Timetable
The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 12 of the Shareholder Circular and is set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies.
Tungsten will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Tungsten's website at www.tungsten-network.com/takeover-documentation/. Any revisions or changes to these dates and/or times will be notified in the same way. References to times are to
Event |
Time and/or date |
|
|
Scheme Court Hearing |
15 June 2022 |
Last day for dealings in, and for the registration of transfer of, Tungsten Shares |
16 June 2022 |
Scheme Record Time |
6:00 p.m. on 16 June 2022 |
Disablement of CREST in respect of Tungsten Shares |
6:00 p.m. on 16 June 2022 |
Suspension of dealings in Tungsten Shares |
by 7:30 a.m. on 17 June 2022 |
Effective Date of the Scheme |
17 June 2022 |
Cancellation of admission to trading of Tungsten Shares |
by 7:00 a.m. on 20 June 2022 |
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers for cash consideration due under the Scheme by 14 days after the Effective Date |
1 July 2022 |
Long Stop Date(1) |
31 December 2022 |
(1) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Tungsten and Bidco (with the Panel's consent and as the Court may approve (if such approval(s) is/are required)).
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.
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