TIDMTUNG
RNS Number : 6938N
Tungsten Corporation PLC
06 June 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 CONTAINS INSIDE INFORMATION.
6 June 2022
Tungsten Corporation plc ("Tungsten" or the "Company")
Response to announcement by Pagero Group AB
The board of Tungsten notes the announcement made by Pagero
Group AB ("Pagero") on 1 June 2022 (the "Announcement") which has
been reproduced below, confirming that its offer of 48 pence per
share of Tungsten is final and will not be increased.
On 20 May 2022, the boards of directors of Tungsten and Project
California Bidco Limited ("Bidco"), a newly-formed vehicle,
indirectly wholly-owned by Kofax Parent Limited ("Kofax") announced
an increased recommended all cash offer of 55 pence per share for
the entire issued and to be issued share capital of Tungsten by
Bidco (the "Revised Kofax Offer").
Given their recommendation of the Revised Kofax Offer, the
Tungsten Directors urge Tungsten Shareholders to take no action in
respect of the Pagero Offer.
The Tungsten Directors unanimously recommend that in order to
accept the Revised Kofax Offer the Scheme Voting Shareholders vote
in favour of the Scheme at the Reconvened Court Meeting and that
Tungsten Shareholders vote in favour of the Special Resolution
proposed at the Reconvened General Meeting, as those Tungsten
Directors who hold Tungsten Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of Tungsten Shares
(or those Tungsten Shares over which they have control).
Meetings of Tungsten Shareholders
As further detailed in the Shareholder Circular, in order to
become Effective, the Scheme will require, among other things, the
requisite majority of: (i) Scheme Voting Shareholders present and
voting physically in person or by proxy in favour of the Scheme at
the Reconvened Court Meeting; and (ii) eligible Tungsten
Shareholders present and voting either physically in person or by
proxy in favour of the Special Resolution at the Reconvened General
Meeting.
Notices of the Reconvened Meetings, both of which will be held
at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY
on 9 June 2022, are set out in Part III (Notice of Reconvened Court
Meeting) and Part IV (Notice of Reconvened General Meeting) of the
Shareholder Circular. The Reconvened Court Meeting will start at
2.00 p.m. on that date and the Reconvened General Meeting at 2.15
p.m. or as soon thereafter as the Reconvened Court Meeting
concludes or is adjourned.
It is important that, for the Reconvened Meetings, as many votes
as possible are cast so that the Court may be satisfied that there
is a fair representation of Scheme Voting Shareholder opinion.
Eligible Shareholders are therefore strongly urged to complete,
sign and return their Forms of Proxy by post (or transmit a proxy
appointment and voting instruction online through the CREST
electronic proxy appointment service) as soon as possible.
As set out in the Scheme Document, under the Companies Act, the
Scheme requires the sanction of the Court. The hearing by the Court
to sanction the Scheme will be held on 15 June 2022, following the
Reconvened Court Meeting and Reconvened General Meeting on 9 June
2022.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document or the Shareholder Circular, as the context
requires. All references to times in this Announcement are to
London, United Kingdom times unless stated otherwise.
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive
Officer
Canaccord Genuity Limited (Financial Tel: +44 (0) 20 7523 8000
Adviser, Nominated Adviser and
Corporate Broker to Tungsten)
Simon Bridges
Andrew Potts
Tavistock (financial PR and Tel: +44 (0) 20 7920 3150
IR for Tungsten)
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.
The release, publication, or distribution of this announcement
in 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.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser and
corporate broker exclusively for Tungsten and for no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the matters referred to 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 relation to
the Acquisition or any other matter referred to in this
announcement.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
(Amendment) (EU Exit) Regulations 2019. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Publication on a website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tungsten's website at
www.tungsten-network.com/takeover-documentation/ by no later than
12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this Announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Tungsten for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Tungsten.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tungsten
Shareholders, persons with information rights and participants in
Tungsten Share Plans may request a hard copy of this Announcement
by contacting Tungsten' registrars, Equiniti, either in writing to
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom, or by calling +44 (0)371 3842030. Calls outside the UK
will be charged at the applicable international rate. Lines are
open between 8.30 am and 5.30 pm Monday to Friday excluding public
holidays in England and Wales. 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. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
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 Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
.......................................................................................................................................
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 IF IT FORMS
PART OF UNITED KINGDOM 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
1 June 2022
CASH OFFER
for
TUNGSTEN CORPORATION PLC ("TUNGSTEN")
by
PAGERO GROUP AB (PUBL) ("PAGERO")
No increase statement
Further to the announcement released on 20 May 2022 by Kofax
Holdings International Ltd regarding the increased recommended cash
offer by Project California Bidco Limited ("Project California")
for the entire issued and to be issued ordinary share capital of
Tungsten and Pagero's announcement of 23 May 2022, requesting
Tungsten Shareholders to take no action in relation to such
increased offer, the Board of Pagero provides the following update
in respect of the Offer.
The Board of Pagero considers the financial terms of Pagero's
cash offer comprising 48 pence per Tungsten Share to be full and
fair and has decided that the financial terms of the Offer will not
be increased and are now final.
Pagero reserves the right to revise the financial terms of its
Offer in the event: (i) a third party, other than Project
California announces a firm intention to make an offer for Tungsten
on more favourable terms than Pagero's Offer; or (ii) the Panel
otherwise provides its consent.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in Pagero's offer document dated
19 May 2022.
The person responsible for arranging the release of this
announcement by Pagero is Bengt Nilsson.
Enquiries :
Pagero Group AB Tel: +46 31 730 88
Bengt Nilsson, Chief Executive Officer 00
Strand Hanson Limited Tel: +44 (0)207 409
(Financial Adviser to Pagero) 3494
Matthew Chandler / James Dance
Abigail Wennington / Ana Ercegovic
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 matters described in this announcement and will
not be responsible to anyone other than Pagero for providing the
protections afforded to its clients nor for providing advice in
connection with the matters 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.
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 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 Offer is being
made solely by means of the Offer Document, which contains the full
terms and conditions of the Offer including details of how to
accept the Offer. Any acceptance in respect of the Offer or other
response in relation to the Offer should be made only on the basis
of the information contained in the Offer Document (or, if the
Offer is implemented by way of a Scheme, the scheme 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 other 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 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 jurisdictions. 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.
Publication on a website
In accordance with Rule 26 of the Code, a copy of this
announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Pagero's website at www.pagero.com/investors by
no later than 12.00 noon (London time) on the Business Day
following this announcement. For the avoidance of doubt, neither
the content of this website nor the content of any website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this announcement.
.......................................................................................................................................
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END
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