TIDMTUNG
RNS Number : 1436M
Pagero Group AB
19 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014 AS IT FORMS PART
OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
For immediate release
19 May 2022
RECOMMED CASH OFFER
for
TUNGSTEN CORPORATION PLC
by
PAGERO GROUP AB (PUBL)
Posting of Offer Document
On 9 May 2022, the boards of Pagero Group AB (publ) ("Pagero")
and Tungsten Corporation Plc ("Tungsten") announced that they had
agreed the terms of a recommended all cash offer to be made by
Pagero to acquire the entire issued and to be issued ordinary share
capital of Tungsten. Following the release of the Rule 2.7
Announcement, Pagero has acquired, in aggregate, 142,103 Tungsten
Shares via market purchases, representing approximately 0.11 per
cent. of the existing issued ordinary share capital of Tungsten,
such that Pagero's offer is now for the entire issued and to be
issued share capital of Tungsten not already owned by Pagero (the
"Offer").
Pagero announces that the offer document containing the full
terms of, and Conditions to, the Offer (the "Offer Document"),
together (where applicable) with the related Form of Acceptance in
respect of Tungsten Shares held in certificated form, is today
being posted to Tungsten Shareholders (other than those located in
a Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction) and, for information only, to participants in
the Tungsten Share Plans, other holders of outstanding options and
persons with information rights.
The Offer will remain open for acceptance until 1.00 p.m.
(London time) on 18 July 2022 (or such earlier time(s) or date(s)
as Pagero may determine, subject to the consent of the Panel, where
required).
Full details of the procedure for accepting the Offer are set
out in paragraph 13 of the letter from Pagero to Tungsten
Shareholders set out in Part II of the Offer Document and are
summarised below.
To accept the Offer in respect of Tungsten Shares held in
certificated form (that is, not in CREST), Tungsten Shareholders
must complete and sign the Form of Acceptance, in accordance with
the instructions printed on it and set out in paragraph 13 of the
letter from Pagero to Tungsten Shareholders set out in Part II of
the Offer Document, and return it (along with their original share
certificate(s) and/or other document(s) of title) using the
accompanying reply-paid envelope (for use within the U.K. only) as
soon as possible and, in any event, so as to be received by the
Receiving Agent, Equiniti, by no later than 1.00 p.m. (London time)
on 18 July 2022. Additional Forms of Acceptance can be obtained by
contacting the Receiving Agent on telephone number +44 (0)371
3842050 or by writing to Equiniti at Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom
stating the name and address to which the hard copy version(s)
should be sent. The helpline is open between 8.30 a.m. and 5.30
p.m. (London time) Monday to Friday (excluding public holidays in
England and Wales).
To accept the Offer in respect of Tungsten Shares held in
uncertificated form (that is, in CREST), Tungsten Shareholders
should follow the procedure for Electronic Acceptance through CREST
in accordance with the instructions set out in paragraph 13 of the
letter from Pagero to Tungsten Shareholders set out in Part II of
the Offer Document so that the TTE instruction settles as soon as
possible and, in any event, by no later than 1.00 p.m. (London
time) on 18 July 2022. If Tungsten Shareholders hold their Tungsten
Shares as a CREST sponsored member, they should refer to their
CREST sponsor as only their CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on
Pagero's website at www.pagero.com/investors and Tungsten's website
at www.tungsten-network.com/takeover-documentation/ while the Offer
remains open for acceptance. For the avoidance of doubt, the
contents of the websites referred to above are not incorporated
into and do not form part of this announcement.
The person responsible for arranging the release of this
announcement by Pagero is Bengt Nilsson.
Enquiries :
Pagero Group AB Tel: +46 31 730
Bengt Nilsson, Chief Executive Officer 88 00
Strand Hanson Limited (Financial Adviser Tel: +44 (0) 20
to Pagero) 7409 3494
Matthew Chandler/James Dance
Abigail Wennington/Ana Ercegovic
Tungsten Corporation plc Tel: +44 (0) 20
Paul Cooper, Chief Executive Officer 7280 6980
Canaccord Genuity Limited (Financial Adviser, Tel: +44 (0) 20
Nominated Adviser and Corporate Broker to 7523 8300
Tungsten)
Simon Bridges
Andrew Potts
Important Notices
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Pagero and no one else in
connection with the Offer and will not be responsible to anyone
other than Pagero for providing the protections afforded to clients
of Strand Hanson Limited, nor for providing advice in connection
with the Offer or any other matter referred to herein. Neither
Strand Hanson Limited nor any of its subsidiaries, branches or
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 Strand Hanson Limited in connection with this announcement, any
statement contained herein or otherwise.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to Tungsten and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Tungsten for providing the
protections afforded to clients of Canaccord Genuity Limited nor
for providing advice in connection with the matters referred to
herein. Neither Canaccord Genuity Limited 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
Canaccord Genuity Limited in connection with this announcement, any
statement contained herein, or otherwise.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
TUNGSTEN SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. 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
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF TUNGSTEN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
Overseas Shareholders
The availability of the Offer and release, publication or
distribution of this announcement in or into certain jurisdictions
other than the United Kingdom or Sweden may be restricted by the
laws of those restrictions. Persons who are not resident in the
United Kingdom or Sweden or who are subject to other jurisdictions
should therefore inform themselves of, and observe, any such
restrictions. Any failure to comply with the applicable
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.
This announcement has been prepared for the purposes of
complying with applicable English law, Swedish 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 of
England or Sweden.
The Offer is being implemented in accordance with applicable
English Law and Swedish Law and is subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance
and Transparency Rules. Unless otherwise determined by Pagero or
required by the Code, and permitted by applicable law and
regulation, the Offer shall not be made available, directly or
indirectly, in, into or from, and will not be capable of acceptance
in or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may accept the Offer by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all formal documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
formal documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
Further details in relation to overseas Tungsten Shareholders
are contained in the Offer Document.
Additional information for U.S. investors
The Offer relates to shares of an English company and is
proposed to be effected by means of a contractual takeover offer.
The Offer is being made in compliance with all applicable laws and
regulations of the United Kingdom and the United States, including
any applicable exemptions under the U.S. Securities Exchange Act of
1934 (the "U.S. Exchange Act").
The Offer is being made in the United States pursuant to the
applicable U.S. tender offer rules and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that are different from those
applicable under U.S. domestic tender offer procedures and law.
In accordance with normal United Kingdom practice and pursuant
to Rule 14e-5(b) of the U.S. Exchange Act, Pagero or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other
securities of Tungsten outside the Offer during the period in which
such Offer would remain open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. If such purchases or
arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including United Kingdom laws and the U.S. Exchange Act. Any such
purchases by Pagero or its affiliates will not be made at prices
higher than the price of the Offer provided in the Offer Document
unless the price of the Offer is increased accordingly. Any
information about such purchases or arrangements to purchase shall
be disclosed as required in the United Kingdom, shall be reported
to a Regulatory Information Service and shall be available on the
London Stock Exchange's website at www.londonstockexchange.com . To
the extent that such information is required to be publicly
disclosed in the United Kingdom in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
However, if Pagero were to elect to implement the Offer by means
of a Scheme of Arrangement under the laws of England and Wales,
such Scheme would not be subject to the tender offer rules or the
proxy solicitation rules under the U.S. Exchange Act. Accordingly,
the Offer would be subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
Neither the Offer nor this announcement have been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
The receipt of consideration by a U.S. holder for the transfer
of its Tungsten Shares pursuant to the Offer shall be a taxable
transaction for United States federal income tax purposes. Each
Tungsten Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to them, including under applicable United
States state and local, as well as overseas and other, tax
laws.
Financial information relating to Tungsten included in the Offer
Document has been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
Pagero is organised under the laws of Sweden and Tungsten is
organised under the laws of England and Wales. Some or all of the
officers and directors of Pagero and Tungsten, respectively, are
residents of countries other than the United States. In addition,
some of the assets of Pagero and Tungsten are located outside the
United States. As a result, it may be difficult for U.S. holders of
Tungsten Shares to effect service of process within the United
States upon Pagero or Tungsten or their respective officers or
directors or to enforce against them a judgment of a U.S. court
predicated upon the federal or state securities laws of the United
States.
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 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 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
the offeree company 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 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 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 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.
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 Pagero 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.
Publication on websites and availability of hard copies
A copy of this announcement and the documents required to be
published pursuant to Rule 26 of the Code shall be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Pagero's website at
www.pagero.com/investors and Tungsten's website at
www.tungsten-network.com/takeover-documentation by no later than
12.00 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, neither the contents of
these websites nor the content of any website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this announcement.
Tungsten Shareholders may request a hard copy of this
announcement free of charge by contacting the Receiving Agent,
Equiniti, at Corporate Actions, Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA, United Kingdom or by telephoning
+44 (0)371 3842050 . The helpline is open between 8.30 a.m. and
5.30 p.m. (London time) Monday to Friday (excluding public holidays
in England and Wales). Tungsten Shareholders may also request that
all future documents, announcements and information to be sent to
them in relation to the Offer should be in hard copy form. If you
have received this announcement in electronic form, hard copies of
this announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
END
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