TIDMTUNG
RNS Number : 3885O
Pagero Group AB
10 June 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.
For immediate release
10 June 2022
CAsh Offer
for
Tungsten Corporation plc ("Tungsten")
by
Pagero Group AB (publ) ("Pagero")
Announcement of Acceptance Levels
1 . Introduction
On 19 May 2022, Pagero made an all cash offer to acquire the
entire issued and to be issued ordinary share capital of Tungsten
not already owned by Pagero at a price of 48 pence per share (the
"Offer"). The document setting out the full terms of, and
Conditions to, the Offer (the "Offer Document") was also posted to
Tungsten Shareholders on 19 May 2022.
As at the date of this announcement, Pagero holds 142,103
Tungsten Shares, representing approximately 0.11 per cent. of
Tungsten's existing issued ordinary share capital.
2 . Acceptance Levels
Pagero announces that, as at 1.00 p.m. (London time) on 9 June
2022 (being the 21st day following the publication of the Offer
Document), Pagero had received valid acceptances of the Offer in
respect of 65,237 Tungsten Shares, representing approximately 0.05
per cent. of the Tungsten Shares to which the Offer relates and of
the issued ordinary share capital of Tungsten, which Pagero may
count towards the satisfaction of the Acceptance Condition. So far
as Pagero is aware, none of these acceptances have been received
from any persons acting in concert with Pagero.
Accordingly, the total number of Tungsten Shares already owned
by Pagero, together with those in respect of which valid
acceptances of the Offer have been received, is 207,340 Tungsten
Shares representing approximately 0.16 per cent. of Tungsten's
existing issued ordinary share capital.
Further to the increased recommended cash offer by Project
California Bidco Limited for Tungsten at a price of 55 pence per
share announced on 20 May 2022, and Pagero's announcements of 23
May 2022 and 31 May 2022, the irrevocable undertakings procured by
Pagero to accept or procure acceptance of its Offer from each of
Samson Rock Capital LLP, Herald Investment Management Limited and
Odey Asset Management LLP in respect of, in aggregate, 45,901,378
Tungsten Shares, representing approximately 36.27 per cent. of
Tungsten's existing issued ordinary share capital lapsed in
accordance with the terms of such undertakings such that no
acceptances have been received or remain outstanding in respect
thereof.
The percentages of Tungsten Shares referred to in this
announcement are based on figures of 126,537,962 Tungsten Shares in
issue and 126,395,859 Tungsten Shares to which the Offer relates in
accordance with information publicly available to Pagero as at the
date of this announcement.
Save as disclosed in this announcement, as at the close of
business on 9 June 2022 (being the last Business Day prior to the
date of this announcement), neither Pagero nor any Pagero Director
nor so far as the Pagero Directors are aware any other person
acting, or deemed to be acting, in concert with Pagero:
a) had an interest in, or right to subscribe for, relevant securities of Pagero;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Tungsten;
c) had procured an irrevocable commitment or letter of intent to
accept the Offer in respect of relevant securities of Tungsten;
or
d) had borrowed or lent any Tungsten Shares.
Furthermore, neither Pagero nor any Pagero Director nor so far
as the Pagero Directors are aware any other person acting, or
deemed to be acting, in concert with Pagero is party to any
arrangement in relation to relevant securities of Tungsten. For
these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Tungsten Shares which may
be an inducement to deal or refrain from dealing in such
securities.
3 . General
The Offer Document and Form of Acceptance are available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Pagero's website at: www.pagero.com/investors
while the Offer remains open for acceptance. Hard copies of the
Offer Document and the Form of Acceptance may be obtained by
contacting the Receiving Agent, Equiniti, on telephone number +44
(0)371 2050 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). Please note that Equiniti cannot provide advice
on the merits of the Offer nor give any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
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 (Financial Adviser Tel: +44 (0)20 7409
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 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.
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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