TIDMEGS TIDMTTM
RNS Number : 2957V
EG Solutions plc
01 November 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
1 November 2017
RECOMMED CASH OFFER
for
eg solutions plc ("EG" or the "Company")
by
Verint WS Holdings Limited ("Verint")
intended to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme of Arrangement
EG announces that the High Court of Justice in England and Wales
has today sanctioned the scheme of arrangement under Part 26 of the
Companies Act 2006 by which the recommended cash acquisition by
Verint WS Holdings Limited of the entire issued and to be issued
ordinary share capital of EG is being implemented (the "Scheme").
The Scheme has become fully unconditional, subject only to the
delivery of the Scheme Court Order to the Registrar of Companies
for registration.
It is anticipated that the Effective Date of the Scheme will be
3 November 2017, being the date on which the Scheme Court Order is
expected to be delivered to the Registrar of Companies. There has
been no change to the expected timetable of principal events for
the implementation of the Scheme as set out on page 9 of the scheme
document published by EG on 22 September 2017 in relation to the
Scheme (the "Scheme Document").
The Scheme Record Time will be 6.00 p.m. (London time) on 2
November 2017. No transfers of EG Shares will be registered after
that time.
An application has been made for the suspension of the listing
of the EG Shares on the AIM Market of the London Stock Exchange
("AIM") which is expected to take effect from 7.30 a.m. (London
time) on 2 November 2017.
The cancellation of the EG Shares from trading on AIM has also
been applied for and, subject to the Scheme becoming effective, is
expected to take effect from 7.00 a.m. (London time) on 6 November
2017.
Full details of the Scheme are in the Scheme Document.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
S
CONTACTS
+44 (0) 1785
eg solutions plc 715772
Elizabeth Gooch
Michael Woolley
Verint WS Holdings Limited
+44 (0) 1932
Alex Shipley 509336
N+1 Singer (Nominated
adviser, broker and financial +44 (0)20
adviser to EG) 7496 3000
Shaun Dobson
Alex Price
KPMG LLP (Financial adviser +44 (0) 20
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
IMPORTANT NOTES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any 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 Offer or
otherwise nor shall there be any sale, issuance or transfer of
securities of EG in any jurisdiction in contravention of applicable
law. The Offer will be effected solely through the Scheme Document
(or, if the Offer is implemented by way of a Contractual Offer, the
offer document) which contains the full terms and conditions of the
Offer. Any decision in respect of, or other response to, the Scheme
(or the Contractual Offer, if applicable) should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the offer document). Each EG Shareholder is urged to
consult its independent professional advisers immediately regarding
the tax consequences of the Offer applicable to them.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations 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.
The availability of the Offer to persons who are not resident in
the United Kingdom may be restricted by the laws and/or regulations
of the relevant jurisdictions in which they are located. Any
persons who are subject to the laws and regulations of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction. Further
details in relation to overseas shareholders are contained in the
Scheme Document.
This Announcement has been prepared pursuant to and for the
purpose of complying with English law, the Code, the AIM Rules and
the Rules of the London Stock Exchange 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 of England.
Copies of this announcement and formal documentation relating to
the Offer will not be, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction or any jurisdiction where to do so
would violate the laws of that jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into
or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Offer. If the Offer is
implemented by way of a Contractual Offer (unless otherwise
permitted by applicable law or regulation), the Contractual Offer
may not be made, directly or indirectly, in or into or from any
Restricted Jurisdiction
United States Shareholders
Shareholders in the United States should note that the Offer
relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and
governed by, English law. Neither the proxy solicitation nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended, will apply to the Scheme. Moreover, the Scheme will be
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in or referred to in this
document has been or will be prepared in accordance with accounting
standards applicable in the UK and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
EG is incorporated under the laws of England. All of the
officers and directors of EG are residents of countries other than
the United States. It may not be possible to sue EG in a non-US
court for violations of US securities laws. It may be difficult to
compel EG and its respective affiliates to subject themselves to
the jurisdiction and judgment of a US court.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
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 Verint during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
Disclosure requirements
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 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) of the Code applies must
be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 the offeree company or of a securities
exchange offeror before 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 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 pm (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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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 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.
In accordance with normal UK practice, Verint or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, EG Shares, other
than pursuant to the Offer, until the date on which the Scheme (or
Contractual Offer, if applicable) becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this announcement
will, subject to certain restrictions, be available 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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