TIDMTUNG
RNS Number : 2890P
Pagero Group AB
17 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
17 June 2022
CAsh Offer
for
Tungsten Corporation plc ("Tungsten")
by
Pagero Group AB (publ) ("Pagero")
Lapse of Offer
Background and lapse of Offer
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 close of business on 16 June 2022, Pagero held 142,103
Tungsten Shares, representing approximately 0.11 per cent. of
Tungsten's existing issued ordinary share capital.
The Board of Pagero notes the announcement made by Tungsten
earlier today confirming that the scheme of arrangement in respect
of the recommended cash acquisition of Tungsten by Project
California Bidco Limited ("Project California Bidco"), a newly
formed vehicle indirectly owned by Kofax Parent Limited ("Kofax"),
has now become effective. Accordingly, Pagero confirms that its
Offer has now lapsed.
Acceptance Levels
Pagero announces that, as at 1.00 p.m. (London time) on 16 June
2022, 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 related 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 cash offer by Project California Bidco
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 35.77 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 128,317,189 Tungsten Shares in
issue and 128,175,086 Tungsten Shares to which the Offer related 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 16 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.
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.
Bengt Nilsson, Pagero's CEO, today commented :
"Whilst clearly disappointing that our Offer has now lapsed,
Pagero looks forward to continuing to execute its stated growth
strategy and working towards the achievement of its long-term
vision of becoming the world's largest network for business
document exchange. In this regard, we are currently pursuing
several other significant opportunities across various business
areas and geographies.
"Although we identified significant potential financial and
operational synergies with respect to our Offer, in light of
Project California Bidco's significantly increased offer, we
believed the most prudent course of action was not to increase our
Offer but to instead focus our attention and resources elsewhere.
Throughout the Offer process we were highly impressed by Tungsten's
senior management team and employees and developed a strong
conviction that the proposed combination of the two companies would
have been an ideal cultural and technological match for employees
as well as Tungsten's customers. We wish Tungsten, its management
and employees all the best under their new ownership."
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. This announcement
does not constitute a prospectus, prospectus equivalent document or
an exempted document.
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.
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.
END
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OLAEANKXFDFAEEA
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