TIDMTUNG
RNS Number : 3507M
Kofax Holdings International Ltd
23 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 May 2022
RECOMMED CASH OFFER
for
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
Acquisition of Tungsten Shares representing approximately 18.2
per cent. of the existing ordinary share capital of Tungsten
Corporation plc
Introduction
On 20 May 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 (the "Revised Kofax
Offer Announcement") that they have reached an 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 55 pence per Scheme Share
(the "Revised Kofax Offer").
Acquisition of Shares
-- Following the Revised Kofax Offer Announcement, Bidco
announces that it has acquired 23,042,558 Tungsten Shares
representing approximately 18.2 per cent. of the issued ordinary
share capital of Tungsten from Truell Associates (the "Share
Acquisition"), as set out below:
Beneficial owner Number of Price per Percentage
of shares sold Tungsten Shares share of existing
to Bidco acquired issued share
capital
Issus LP 22,483,199 55p 17.8
Long Term Assets
Limited 559,359 55p 0.4
Total 23,042,558 55p 18.2
-- Bidco confirms that it will make dealing disclosures with
respect to the Share Acquisition, setting out the details required
to be disclosed under Rule 8.1(b) of the Takeover Code, by no later
than 12 noon (London time) today (Monday, 23 May 2022).
-- Bidco confirms that following the Share Acquisition, it now
owns 23,042,558 Tungsten Shares representing approximately 18.2 per
cent. of the issued ordinary share capital of Tungsten.
Irrevocable undertakings
-- The Truell Associates provided an irrevocable undertaking in
respect of the Revised Kofax Offer. As a result of the Share
Acquisition from the Truell Associates, which reduces the Truell
Associates' ownership of Tungsten Shares to nil, the irrevocable
undertakings provided by the Truell Associates to Bidco are now
only in respect of any additional Tungsten Shares acquired by the
Truell Associates subsequent to the Share Acquisition. All other
irrevocable undertakings received by Bidco in respect of the
Revised Kofax Offer as described in the Revised Kofax Offer
Announcement remain unchanged.
-- Therefore, Bidco is in receipt of irrevocable undertakings to
vote in favour of the resolutions relating to the Revised Kofax
Offer at the Meetings (or in the event that the Revised Kofax Offer
is implemented by an Offer, to accept or procure acceptance of such
Offer) in respect of, in aggregate, 5,265,253 Tungsten Shares,
representing approximately 4.2 per cent. of the existing issued
ordinary share capital of Tungsten, or approximately 5.1 per cent.
of the Tungsten Shares eligible to vote in relation to the
Scheme.
-- Further details of the irrevocable undertakings provided to
Kofax in respect of the Revised Kofax Offer, other than in respect
of the Tungsten Shares subject to the irrevocable undertaking
provided by the Truell Associates, set out above are set out in
Appendix 2 to the Revised Kofax Offer Announcement.
Actions to be taken
-- If you have any questions about this announcement or the
Revised Kofax Offer, please contact the Company's Registrar,
Equiniti, by calling the shareholder helpline on 0371 384 2050 from
the UK or +44 371 384 2050 from overseas. Lines are open between
8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in
England and Wales). Calls from outside the UK will be charged at
the applicable international rate. Different charges may apply to
calls from mobile telephones. Please note that calls may be
monitored or recorded and Equiniti cannot provide advice on the
merits of the Acquisition or the Scheme or give any financial,
legal or tax advice.
-- The percentages of Tungsten Shares referred to in this
announcement are based on a figure of 126,537,962 Tungsten Shares
in issue on 20 May 2022.
-- Unless otherwise stated, terms used in this announcement have
the meanings given to them in the Revised Kofax Offer
Announcement.
Enquiries
Kofax and Bidco mediarelations@kofax.com
Shore Capital (Financial Adviser
to Kofax and Bidco)
Stephane Auton / Daniel Bush (Corporate
Advisory)
Guy Wiehahn (Corporate Broking) +44 (0)20 7408 4090
Important notices
Shore Capital & Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively "Shore
Capital"), which are authorised and regulated by the FCA, are
acting as financial adviser to Bidco and Kofax and no-one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Bidco and Kofax for
providing the protections afforded to clients of Shore Capital nor
for providing advice in connection with the matters referred to
herein. Neither Shore Capital 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 Shore Capital in
connection with this announcement, any statement contained herein,
the Revised Kofax Offer or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an 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 or approval in any
jurisdiction, pursuant to the Revised Kofax Offer or otherwise, nor
shall there be any sale, issuance or transfer of securities of
Tungsten in any jurisdiction in contravention of applicable law.
The Revised Kofax Offer will be implemented solely by means of the
Scheme Document (or, if the Revised Kofax Offer is implemented by
way of an Offer, the offer document), which contains the full terms
and conditions of the Revised Kofax Offer including details of how
to vote in respect of the Revised Kofax Offer. Any vote in respect
of the Scheme or other response in relation to the Revised Kofax
Offer should be made only on the basis of the information contained
in the Scheme Document (or, if the Revised Kofax Offer is
implemented by way of an Offer, the offer document). This
announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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 Revised Kofax Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance and for the
purpose of complying with English law, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The availability of the Revised Kofax Offer to Tungsten
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their Tungsten Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy
to vote at the Court Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
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 Revised Kofax Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Revised
Kofax Offer will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme 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. Copies of
this announcement and any formal documentation relating to the
Revised Kofax Offer are 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, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Revised Kofax Offer. If the Revised Kofax
Offer is implemented by way of an Offer (unless otherwise permitted
by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to overseas shareholders are
included in the Scheme Document.
Notice to US investors in Tungsten
The Revised Kofax Offer relates to the shares of an English
company and is being made by means of a scheme of arrangement
provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act of 1934.
Accordingly, the Revised Kofax Offer is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US
tender offer and proxy solicitation rules. The financial
information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus 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.
If, in the future, Bidco exercises its right to implement the
Revised Kofax Offer by way of an Offer, which is to be made into
the United States, such Offer will be made in compliance with the
applicable US laws and regulations.
It may be difficult for US holders of Tungsten Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and Tungsten are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Tungsten Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Kofax, Thoma Bravo or their nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Tungsten Shares outside
of the US, other than pursuant to the Revised Kofax Offer, until
the date on which the Revised Kofax Offer 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.
US Tungsten Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Tungsten Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.kofax.com/tungsten by no
later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the content of this
website is not incorporated by reference into and does not form
part of this announcement.
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END
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