Tungsten Corporation PLC Grant of extension to deadline (3422I)
April 14 2022 - 2:00AM
UK Regulatory
TIDMTUNG
RNS Number : 3422I
Tungsten Corporation PLC
14 April 2022
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
14 April 2022
RECOMMENDED CASH ACQUISITION
of
Tungsten Corporation plc
by
Project California Bidco Limited
(a newly-formed vehicle, indirectly wholly-owned by Kofax Parent
Limited)
Grant of extension to deadline for posting of scheme
document
On 24 March 2022, the boards of directors of Tungsten
Corporation plc ("Tungsten") and Project California Bidco Limited
("Bidco"), a newly-formed vehicle, indirectly wholly-owned by Kofax
Parent Limited ("Kofax") were pleased to announce that they had
reached agreement on the terms and conditions of a recommended all
cash offer to be made by Bidco for the entire issued, and to be
issued, ordinary share capital of Tungsten ("Acquisition") and that
it was intended that the Acquisition would be implemented by way of
a court -- sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme") (although Bidco reserved the right to
effect the Acquisition by way of an Offer, subject to the consent
of the Panel and the terms of the Cooperation Agreement).
Also it was announced on 24 March 2022 that it was expected that
a scheme document, containing further information about the
Acquisition and notices of a court meeting and general meeting
("Meetings"), together with the associated forms of proxy ("Scheme
Document"), would be posted to Tungsten shareholders as soon as
practicable and in any event within 28 days of 24 March 2022 (or
such later time as Tungsten, Bidco and the Panel agree) and the
Meetings would be expected to be held shortly thereafter.
Due to the spring recess of the courts over the Easter period it
has not been possible to schedule a court hearing meeting in
sufficient time in order to post the Scheme Document to Tungsten
shareholders within 28 days from 24 March 2022.
Accordingly, the directors of Tungsten have therefore sought an
extension to the deadline for posting the Scheme Document from the
Panel on Takeovers and Mergers (the "Panel"). The Panel has granted
such an extension to 5.00 pm on 25 April 2022.
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive Officer
Canaccord Genuity Limited Tel: +44 (0) 20 7523 8000
Simon Bridges
Andrew Potts
Tavistock (financial PR and IR) 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.
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whole or in part, directly or indirectly, in, into or from certain
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
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END
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