TIDMEGS TIDMTTM
RNS Number : 6052R
EG Solutions plc
22 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
22 September 2017
RECOMMED CASH OFFER
for
eg solutions plc ("EG")
by
Verint WS Holdings Limited ("Verint")
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 5 September 2017, the boards of Verint and EG announced that
they had reached agreement on the terms of a recommended all cash
offer to be made by Verint for the entire issued and to be issued
share capital of EG (the "Offer"). The Offer is being implemented
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act.
Under the terms of the Offer, EG Shareholders holding Scheme
Shares at the Scheme Record Time shall be entitled to receive 112.5
pence in cash for each Scheme Share held.
The Boards of Verint and EG are pleased to announce that the
scheme document in relation to the Offer (the "Scheme Document") is
today being posted to EG Shareholders, setting out, amongst other
things, the full terms and conditions of the Offer, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court
Meeting and General Meeting and details of the actions to be taken
by EG Shareholders, together with the Forms of Proxy for the
Meetings.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this Announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in certain overseas jurisdictions)
on EG's website at www.egsplc.com up to and including the Effective
Date. The contents of this website are not incorporated into, and
do not form part of, this Announcement.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, in order to become
Effective, the Scheme requires, amongst other things, the approval
of Scheme Shareholders at a Court Meeting (by a majority in number
of the EG Shareholders present and voting (in person or by proxy)
at the Court Meeting, representing not less than 75 per cent. in
value of the Scheme Shares voted by such EG Shareholders) and the
passing of a special resolution at a General Meeting.
Notices convening the Court Meeting and the General Meeting for
2.30 p.m. and 2.45 p.m. respectively on 23 October 2017 (or as soon
thereafter as the Court Meeting is concluded or adjourned) to be
held at the offices of Freeths LLP, One Vine Street, London W1J
0AH, are set out in the Scheme Document. Forms of Proxy for use at
such Meetings are enclosed with the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of voting Scheme Shareholders'
opinion. Voting Scheme Shareholders are therefore strongly urged to
complete, sign and return the Forms of Proxy (once received) as
soon as possible.
If the Scheme is duly approved by voting Scheme Shareholders,
the specified resolutions are approved by EG Shareholders, all
other Conditions to the Offer are satisfied or (if capable of
waiver) waived, the Court sanctions the Scheme and the Scheme
becomes Effective in accordance with its terms, it is currently
expected that trading on AIM of EG Shares will be suspended at 7.30
a.m. on 2 November 2017 and subsequently cancelled from admission
to trading on AIM at 8.00 a.m. on 6 November 2017.
Amended Director irrevocable undertakings
Irrevocable undertakings to vote, or procure the vote, in favour
of all of the Resolutions have been received from Elizabeth Gooch,
Nigel Payne and George Rolls in respect of their entire beneficial
holdings of EG Shares amounting, in aggregate, to 4,084,541 EG
Shares, which represents approximately 18.01 per cent. of the
ordinary share capital of EG in issue on 21 September 2017 (being
the latest practicable date prior to the publication of Scheme
Document) (or, if the Offer is implemented by way of a Contractual
Offer, to accept or procure acceptance of the Contractual Offer).
Michael Woolley and Robert Krakauer do not have any beneficial
holdings in EG Shares.
It should be noted that the numbers of EG Shares quoted above in
respect of which certain Directors have given irrevocable
undertakings differ from the figures set out in the announcement of
the Offer on 5 September 2017 by a total of 68,789 EG Shares (which
represents approximately 0.30 per cent. of the issued share capital
of EG). This has arisen due to a discrepancy in the beneficial
shareholdings of Elizabeth Gooch and George Rolls which came to
light after 5 September 2017. The correct beneficial shareholdings
are 3,946,641 EG Shares for Elizabeth Gooch and 111,450 EG Shares
for George Rolls. Each of Elizabeth Gooch and George Rolls has
executed and delivered to Verint a revised form of irrevocable
undertaking reflecting the above corrected figures.
Full details of the Director irrevocable undertakings, together
with those given by the EBT and certain other EG Shareholders, are
set out at paragraph 5 of Part I and Part X of the Scheme
Document.
Timetable
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the expected timetable changes, an announcement
will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All references in this document to times are to London time
unless otherwise stated.
Event Time/date)
Latest time for lodging blue 2.30pm on 19 October
Forms of Proxy for the Court 2017(1)
Meeting
Latest time for lodging white 2.45pm on 19 October
Forms of Proxy for the General 2017
Meeting
Voting Record Time for Court 5.00pm on 19 October
Meeting and General Meeting 2017(2)
Court Meeting 2.30pm on 23 October
2017
General Meeting 2.45pm on 23 October
2017(3)
The following dates are indicative
only and are subject to change
(4)
Scheme Court Hearing 1 November 2017
Last date for dealings in, 1 November 2017
and registrations of transfers
of and disablement in CREST
of, EG Shares
Suspension of dealings in EG 7.30 am on 2 November
Shares 2017
Scheme Record Time 6.00pm on 2 November
2017
Effective Date of the Scheme 3 November 2017
Cancellation of admission to 7.00am on 6 November
trading on AIM of EG Shares 2017
Latest date for despatch of Within 14 days of
cheques and/or crediting of the Effective Date
CREST accounts for cash consideration
due under the Scheme
Latest date for Scheme to become 15 December 2017
Effective (5)
NOTES:
(1) The blue Form of Proxy for the Court Meeting may,
alternatively, be handed to Capita Asset Services or the Chairman
of the Court Meeting before the start of the Court Meeting.
However, it is requested that, if possible, blue Forms of Proxy be
lodged at least 48 hours before the time appointed for the Court
Meeting.
(2) If either of the Meetings is adjourned, then the Voting
Record Time for the relevant reconvened Meeting will be 6pm on the
date two days before the date set for the relevant reconvened
meeting.
(3) If the Court Meeting has not been concluded or adjourned
before the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
(4) These dates are indicative only and will depend, amongst
other things, on the date upon which (i) the Conditions are either
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Scheme Court Order is delivered
to the Registrar of Companies.
(5) This is the latest date by which the Scheme may become
Effective unless Verint and EG agree, with the consent of the Panel
and (if required) the Court, a later date.
The dates given are based on EG's current expectations and may
be subject to change. EG will give adequate notice of all of these
dates, when known, by issuing an announcement through a Regulatory
Information Service and by posting notice of these dates on its
website www.egsplc.com. Further updates of changes to other times
or dates indicated above shall, at EG's discretion, be notified in
the same way. All EG Shareholders have the right to attend the
Scheme Court Hearing.
S
CONTACTS
+44 (0) 1785
eg solutions plc 715772
Elizabeth Gooch
Michael Woolley
+44 (0) 1932
Verint WS Holdings Limited 509336
Alex Shipley
Nplus1 Singer Advisory LLP (Nominated adviser, +44 (0)20
broker and financial adviser to EG) 7496 3000
Shaun Dobson
Alex Price
+44 (0) 20
KPMG LLP (financial adviser to Verint) 7311 1000
Helen Roxburgh
Michael Nicholson
Yellow Jersey PR Limited (PR adviser to EG)
+44 (0) 7748
843871
Felicity Winkles +44 (0) 7769
Joe Burgess 325254
About eg solutions plc
eg solutions is a back office workforce optimisation software
Group. eg pioneered this new market space and developed the most
complete, purpose built workforce optimisation software for back
offices - the only solution that manages work, people and
end-to-end processes wherever they are undertaken, anywhere in the
world.
eg solutions' software is now used by leading UK, international
and global companies in multiple industry sectors including
financial services, healthcare and utilities. Using its
forecasting, scheduling, real-time work management and operational
analytics capabilities, eg delivers measureable improvements in
service, quality, productivity and regulatory compliance. When
supported by eg's implementation and training services eg guarantee
a return on investment in short timescales.
The Group is listed on AIM, the London Stock Exchange's
international market for smaller growing companies (EGS).
Important notices
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for EG and for no-one else in connection with the matters referred
to in this Announcement and will not be responsible to any person
other than EG for providing the protections afforded to clients of
N+1 Singer, nor for providing advice in relation to the matters
referred to herein. Neither N+1 Singer nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of N+1
Singer in connection with the matters referred to in this
Announcement, or otherwise.
KPMG, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Verint
and for no-one else in connection with the matters referred to in
this Announcement and will not be responsible to any person other
than Verint for providing the protections afforded to clients of
KPMG, nor for providing advice in relation to the matters referred
to herein. Neither KPMG nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of KPMG in connection with the
matters referred to in this Announcement, or otherwise.
Jones Day are retained as legal advisers to Verint.
Freeths LLP are retained as legal advisers to EG.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The Offer is being made solely through the Scheme Document,
which contains the full terms and conditions of the Offer,
including details of how to vote in respect of the Offer. Any vote
in relation to the Offer should be made only on the basis of the
information contained in the Scheme Document. EG Shareholders are
advised to read the Scheme Document carefully.
Overseas Shareholders
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this Announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
Announcement and any formal documentation relating to the Offer is
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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 jurisdictions outside the United Kingdom.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme will, subject to
certain restrictions, be available for inspection on Verint's
website at www.verint.com/about/investor-relations and on EG's
website at www.egsplc.com/regulatory-news no later than 12 noon
(London time) on the day following this Announcement. The contents
of the websites referred to in this Announcement are not
incorporated into, and do not form part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement. A person may also request that
all future documents, announcements and information to be sent to
that person in relation to the Offer should be in hard copy form.
For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested from EG by
contacting Michael Woolley at EG (telephone number +44 (0)1785
715772) or by writing to Barn 1, Dunston Business Village, Dunston,
Stafford, ST18 9AB.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of EG 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) EG 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
EG or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of EG or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of EG 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) EG 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 p.m. (London time) on the business day following the date of
the relevant dealing.
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 EG 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 EG and by any
offeror and Dealing Disclosures must also be made by EG, 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.
Information relating to EG Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by EG Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from EG may be provided to the Verint during the
Offer Period as required under Section 4 of Appendix 4 of the
Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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