TIDMTUNG
RNS Number : 3748O
Tungsten Corporation PLC
09 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.
9 June 2022
RECOMMED CASH ACQUISITION
of
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
Results of Reconvened Court Meeting and Reconvened General
Meeting
On 24 March 2022, the boards of Tungsten Corporation plc
("Tungsten") and Project California Bidco Limited ("Bidco")
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Bidco proposed to
acquire the entire issued and to be issued share capital of
Tungsten at a price of 42 pence per Tungsten Share (the "Original
Kofax Offer"), to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
Bidco is a wholly-owned indirect subsidiary of Kofax Parent Limited
("Kofax").
On 25 April 2022, a scheme document containing the full terms
and conditions of the Original Kofax Offer and notices of the Court
Meeting and General Meeting, each convened to be held on 18 May
2022, at which resolutions were to be proposed to approve the
Scheme, was published (the "Scheme Document").
On 20 May 2022, the boards of Bidco and Tungsten were pleased to
announce (the "Revised Offer Announcement") that they had reached
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 Tungsten Share (the "Revised Kofax Offer"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act. The Court Meeting and General Meeting were
adjourned and reconvened for 9 June 2022, and a circular in
relation to the Revised Kofax Offer was published and posted to
Tungsten shareholders on 26 May 2022 (the "Shareholder
Circular").
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.
Tungsten is pleased to announce that, at the Reconvened Court
Meeting and Reconvened General Meeting held earlier today in
connection with the Acquisition:
(A) the resolution to approve the Scheme was passed by the
requisite majority of Scheme Voting Shareholders at the Reconvened
Court Meeting; and
(B) the Special Resolution to implement the Scheme, including
the amendment of Tungsten's Articles of Association, was passed by
the requisite majority of Tungsten Shareholders at the Reconvened
General Meeting.
Details of the resolutions that were proposed are set out in the
notices of the Court Meeting and the General Meeting contained in
the Scheme Document and of the Reconvened Court Meeting and
Reconvened General Meeting in the Shareholder Circular.
Voting results of the Reconvened Court Meeting
The table below sets out the results of the poll at the
Reconvened Court Meeting. Each Scheme Voting Shareholder present or
by proxy was entitled to one vote per Scheme Voting Share held at
the Voting Record Time.
Results Scheme Voting Shares Scheme Voting No. of Scheme
of Court voted Shareholders who Voting Shares voted
Meeting voted as a % of the Scheme
Voting Shares eligible
to be voted at
the Reconvened
Court Meeting*
Number %* Number** %*
-------------- ------- ----------- -------
FOR 64,355,532 99.27 45 81.82 62.18
-------------- ------- ----------- ------- ------------------------
AGAINST 471,313 0.73 10 18.18 0.46
-------------- ------- ----------- ------- ------------------------
TOTAL 64,826,845 100 55 100 62.64
-------------- ------- ----------- ------- ------------------------
*Rounded to two decimal places.
**Includes 7 votes split for and against.
As a Tungsten Shareholder, Bidco consented to being treated as a
separate class of Scheme Shareholders who were not entitled to
attend or vote at the Reconvened Court Meeting but will separately
undertake to be bound by the Scheme, and will be permitted to vote
its Tungsten Shares at the Reconvened General Meeting.
Voting results of the Reconvened General Meeting
The table below sets out the results of the poll at the
Reconvened General Meeting. Each Tungsten Shareholder present in
person or by proxy was entitled to one vote per Tungsten Share held
at the Voting Record Time.
Special VOTES FOR** VOTES AGAINST TOTAL VOTES WITHHELD
Resolution VOTES***
Number %* Number %* Number Number
----------- ------ --------- ----- ------------ ----------
Approval
of the implementation
of the Scheme,
including
amendments
to the Articles
of Association 85,991,803 99.45 478,591 0.55 86,470,394 1,869
----------- ------ --------- ----- ------------ ----------
* Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
The total number of Tungsten Shares in issue at the Voting
Record Time was 126,537,962, of which none were held in treasury.
Consequently, the total number of voting rights in Tungsten at the
Voting Record Time were 126,537,962.
Expected Timetable
The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and further terms
set out in the Scheme Document, including the Court sanctioning the
Scheme at the Scheme Court Hearing.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 12 of the
Shareholder Circular and is set out below. The dates are indicative
only and are subject to change. The dates will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) a copy of the Court Order is delivered to the Registrar
of Companies.
Tungsten will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Tungsten's website at
www.tungsten-network.com/takeover-documentation/ . Any revisions or
changes to these dates and/or times will be notified in the same
way. References to times are to London, United Kingdom time unless
otherwise stated.
Event Time and/or date
Scheme Court Hearing 15 June 2022
Last day for dealings in, 16 June 2022
and for the registration
of transfer of, Tungsten
Shares
Scheme Record Time 6:00 p.m. on 16 June 2022
Disablement of CREST in 6:00 p.m. on 16 June 2022
respect of Tungsten Shares
Suspension of dealings in by 7:30 a.m. on 17 June 2022
Tungsten Shares
Effective Date of the Scheme 17 June 2022
Cancellation of admission by 7:00 a.m. on 20 June 2022
to trading of Tungsten Shares
Latest date for despatch 1 July 2022
of cheques and crediting
of CREST accounts and processing
electronic transfers for
cash consideration due under
the Scheme by 14 days after
the Effective Date
Long Stop Date(1) 31 December 2022
---------------------------------- -----------------------------
(1) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as may be agreed by Tungsten and Bidco (with the Panel's
consent and as the Court may approve (if such approval(s) is/are
required)).
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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 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 prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% 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 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.
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.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Tungsten Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations of those jurisdictions. Therefore, any persons who are
subject to the laws and regulations of any jurisdiction other than
the United Kingdom or Tungsten Shareholders who are not resident in
the United Kingdom should inform themselves about and observe any
applicable requirements in their jurisdiction. Any Tungsten
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. 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 involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. U.S. Tungsten Shareholders should note that
the Scheme relates to the shares of an English company and will be
governed by English law. Neither the U.S. proxy solicitation rules
nor the tender offer rules under the U.S. Securities Exchange Act
of 1934, as amended, will apply to the Acquisition and the Scheme.
Moreover, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure
requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Circular has
been prepared in accordance with accounting standards applicable in
the UK 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.
It may be difficult for U.S. Tungsten Shareholders to enforce
their rights and any claim arising out of the U.S. federal
securities laws, since Bidco and Tungsten are located in a non-U.S.
jurisdiction, and some or all of their officers and directors are
residents of non-U.S. jurisdictions. U.S. Tungsten Shareholders may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgement.
In accordance with the Takeover Code and normal UK practice, (a)
Bidco 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 of the
United States, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn and (b) Canaccord Genuity and its
affiliates will continue to act as an exempt principal trader in
Tungsten securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause
(a) of this paragraph, they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices, and any information about such purchases or arrangements to
purchase would be disclosed as required in the UK, would be
reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at
www.londonstockexchange.com. Purchases contemplated by clause (b)
of this paragraph that are required to be made public in the United
Kingdom pursuant to the Takeover Code would be reported to a
Regulatory Information Service and would be available on the London
Stock Exchange website at www.londonstockexchange.com. Information
would also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Further details in relation to Tungsten Shareholders in overseas
jurisdictions are contained in the Scheme Document.
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/ and 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 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.
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END
ROMEALKNESDAEFA
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