TIDMSPE TIDMTTM
RNS Number : 9042Z
Sopheon PLC
16 January 2024
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 SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 January 2024
RECOMMED CASH OFFER
by
IOPS BUYER INC.
(a wholly-owned subsidiary of Wellspring Worldwide Inc.)
for
SOPHEON PLC
Publication of Scheme Document
On 22 December 2023, the boards of Sopheon Plc ("Sopheon") and
IOps Buyer Inc. ("Bidco"), a wholly-owned subsidiary of Wellspring
Worldwide Inc. ("Wellspring"), which is a portfolio company of
funds managed and/or advised by Resurgens, announced that they had
reached agreement on the terms of a recommended all cash offer
pursuant to which Bidco would acquire the entire issued and to be
issued share capital of Sopheon (the "Acquisition"). It is intended
that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement of Sopheon under Part 26 of
the Companies Act 2006 (the "Scheme").
Publication of the Scheme Document
Sopheon is pleased to announce that it has today published a
circular in relation to the Scheme ("Scheme Document"), setting
out, amongst other things, a letter from the Chair of Sopheon, an
explanatory statement pursuant to section 897 of the Companies Act
2006, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and
General Meeting (together, the "Meetings") and confirmation that
details of the action to be taken by Sopheon Shareholders will be
published on Sopheon's website at https://www.sopheon.com/investors
. The Forms of Proxy were also published today.
Hard copies of the Scheme Document and the Forms of Proxy for
the Meetings are being posted today to Sopheon Shareholders and,
for information only, to persons with information rights. Sopheon
will also be sending details of the proposals to be made to Sopheon
Share Plan Participants.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. All references in this Announcement to times are to
London, United Kingdom time unless otherwise stated.
Recommendation
The Sopheon Directors, who have been so advised by Cavendish as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the Sopheon Directors, Cavendish has taken into account the
commercial assessments of the Sopheon Directors. Cavendish is
providing independent financial advice to the Sopheon Directors for
the purposes of Rule 3 of the Takeover Code.
Accordingly, the Sopheon Directors recommend unanimously that
Sopheon Shareholders vote in favour of the Scheme at the Court
Meeting and in favour of the Special Resolution at the General
Meeting, as the Sopheon Directors have irrevocably undertaken to do
in respect of their own (and their connected persons') entire
beneficial holdings of Sopheon Shares (held in a personal capacity
or through a nominee), amounting to 2,340,668 Sopheon Shares,
representing, in aggregate, approximately 21.86 per cent. of the
issued share capital of Sopheon as at the Last Practicable
Date.
In addition to the irrevocable undertakings from the Sopheon
Directors, Bidco has also received an irrevocable undertaking to
vote or procure votes in favour of the Scheme at the Court Meeting
and in favour of the Special Resolution at the General Meeting (or,
if Bidco exercises its right to implement the Acquisition by way of
a Takeover Offer, to accept such offer) from Rivomore Limited, in
respect of 2,074,308 Sopheon Shares (held in a personal capacity or
through a nominee) representing, in aggregate, approximately 19.37
per cent. of the issued share capital of Sopheon as at the Last
Practicable Date. In aggregate, Bidco has received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and in favour of the Special Resolution at the General Meeting from
the holders of 4,414,976 Sopheon Shares in total representing
approximately 41.24 per cent. of Sopheon's issued share capital as
at the Last Practicable Date.
Actions required and notices of the Court Meeting and General
Meeting
As detailed further in the Scheme Document, to become Effective,
the Scheme requires, among other things, the approval of a majority
in number of Scheme Shareholders present and voting (and entitled
to vote), either in person or by proxy at the Court Meeting,
representing not less than 75 per cent. in nominal value of the
Scheme Shares held by such Scheme Shareholders present and voting
at the Court Meeting (or any adjournment of the Court Meeting) and
the passing of the Special Resolution necessary to implement the
Scheme at the General Meeting. Following the Court Meeting and the
General Meeting and the satisfaction (or, where applicable, waiver)
of the other Conditions, the Scheme must also be sanctioned by the
Court. The Scheme will only become Effective upon a copy of the
Court Order being delivered to the Registrar of Companies. Upon the
Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended and/or
voted at the Meetings (and, if they attended and/or voted, whether
or not they voted in favour).
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholders' opinion. Scheme Shareholders are therefore strongly
urged to complete, sign and return their Forms of Proxy or appoint
a proxy through CREST or electronically (as appropriate) as soon as
possible.
Notices of the Meetings, each of which will be held at to be
held at the offices of Squire Patton Boggs (UK) LLP, 60 London
Wall, London, EC2M 5TQ on Thursday 8 February 2024 , are set out in
the Scheme Document. The Court Meeting will start at 10:00 a.m. on
that date and the General Meeting will start at 10:15 a.m. on that
date (or as soon as reasonably practicable thereafter as the Court
Meeting shall have been concluded or adjourned).
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this Announcement.
Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority of
Sopheon Shareholders at the General Meeting, the satisfaction or,
as the case may be, waiver of the Conditions, it is currently
expected that the effective date ("Effective Date") will be 20
February 2024.
All dates and times are based on Sopheon's, Resurgens',
Wellspring's and Bidco's current expectations and are subject to
change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Sopheon
Shareholders by announcement through a Regulatory Information
Service and by posting notice of these dates on the following
website: https://www.sopheon.com/investors.
Cancellation of admission to trading
If the Scheme is sanctioned as outlined above, t he last day of
dealings in, and for registration of transfers of, Sopheon Shares
is expected to be 19 February 2024 (being the Business Day
immediately before the Effective Date), following which Sopheon
Shares will be suspended from trading on AIM with effect from 7:30
a.m. on the Effective Date.
Sopheon intends that, prior to the Scheme becoming Effective, an
application will be made to the London Stock Exchange for the
cancellation of the admission to trading of the Sopheon Shares on
AIM with effect from shortly after the Effective Date.
Additional Information
If you have any questions about this document, the Meetings, how
to complete the Forms of Proxy or how to appoint a proxy through
the CREST electronic proxy appointment service or otherwise, please
contact Link Group on +44 (0)371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. Lines are open between 9:00 a.m. to 5:30 p.m.,
Monday to Friday excluding public holidays in England and Wales.
The helpline cannot provide advice on the merits of the Acquisition
nor give any financial, legal or tax advice.
Enquiries:
Sopheon via Cavendish
Andy Michuda, Executive Chairman
Greg Coticchia, Chief Executive Officer
Arif Karimjee, Chief Financial Officer
Cavendish (Nominated Adviser and Broker to the +44 (0) 20 7220
Company) 0500
Henrik Persson
Carl Holmes
Abigail Kelly
George Dollemore
Resurgens, Wellspring and Bidco via Raymond James
Adi Filipovic
Fred Sturgis
Danny Carpenter
Raymond James (Financial Adviser to Resurgens, +44 (0) 20 3798
Wellspring and Bidco) 5700
Junya Iwamoto
Felix Beck
King & Spalding International LLP are retained as legal
advisers to Resurgens, Wellspring and Bidco.
Squire Patton Boggs (UK) LLP are retained as legal adviser to
Sopheon.
Important Notices
Cavendish, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Sopheon and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Sopheon for providing the protections offered to clients of
Cavendish or for providing advice in connection with any matter
referred to in this Announcement. Neither Cavendish nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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 Cavendish in connection with this Announcement, any statement
contained herein, the Scheme or otherwise. No representation or
warranty, express or implied, is made by Cavendish as to the
contents of this Announcement.
Raymond James, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Resurgens,
Wellspring and Bidco and no-one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than Resurgens, Wellspring or Bidco for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James 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 Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code 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 the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sopheon Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Sopheon Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
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 and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to any
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation or tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the
financial information of, or the accounting standards applicable
to, US companies. However, if Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer shall
be made in compliance with all applicable laws and regulations,
including section 14(e) of the US Exchange Act and Regulation 14E
thereunder, if applicable. Such Takeover Offer would be made in the
US by Bidco and no one else. In addition to any such Takeover
Offer, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Sopheon outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
are made they would be made outside the United States in compliance
with applicable law, including the US Exchange Act. It may be
difficult for a US-based investor to enforce his or her rights and
any claim he or she may have arising under US securities laws,
since the Scheme relates to the shares of a company located in the
UK, and some or all of its officers and directors may be residents
of non-US jurisdictions. A US-based investor may not be able to sue
a company located in the UK, or its officers or directors, in a
foreign court for alleged violations of US securities laws, and it
may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Sopheon, Bidco,
Wellspring and Resurgens may contain certain "forward-looking
statements" with respect to Sopheon, Bidco, Wellspring and
Resurgens. These forward-looking statements can be identified by
the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to, for
example, the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies of Resurgens, Wellspring
and/or Bidco and the expansion and growth of Sopheon and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on the business of Sopheon.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
Resurgens, Wellspring, Bidco or Sopheon, nor any of their
respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Resurgens, Wellspring, Bidco or Sopheon or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this Announcement. None of Resurgens,
Wellspring, Bidco or Sopheon assume any obligation to update
publicly or revise forward-looking or other statements contained in
this Announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Sopheon's website at
www.sopheon.com/investors and on Bidco's website at
https://offer.wellspring.com/news by no later than 12:00 noon on
the Business Day following this Announcement. Neither the contents
of this website nor the content of any other website accessible
from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Sopheon's registrar, Link Group on +44 (0)371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:00
a.m. to 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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 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 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.
Independent advice
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 or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All
dates and times are based on Sopheon's, Resurgens', Wellspring's
and Bidco's current expectations and are subject to change. If any
of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Sopheon Shareholders
by announcement through a Regulatory Information Service and by
posting notice of these dates on the following website:
https://www.sopheon.com/investors.
Event Expected time and/or date
Date of this document 16 January 2024
Latest time for lodging Forms of Proxy for:
- Court Meeting (BLUE form) 10:00 a.m. on 6 February 2024 ([1])
- General Meeting (WHITE form) 10:15 a.m. on 6 February 2024 ([2])
Voting Record Time 6:00 p.m. on 6 February 2024 ([3])
Court Meeting 10:00 a.m. on 8 February 2024
General Meeting 10:15 a.m. on 8 February 2024 ([4])
The following dates are indicative only and subject to change
([5]) ([6])
Court Hearing (to sanction the 16 February 2024
Scheme)
Last day of dealings in, and for 19 February 2024
registration of transfers of,
and disablement in CREST of, Sopheon
Shares
Scheme Record Time 6:00 p.m. on 19 February 2024
Dealings in Sopheon Shares on 7:30 a.m. on 20 February 2024
AIM suspended
Effective Date of the Scheme 20 February 2024 ([7])
Cancellation of admission to trading at 7:00 a.m. on 21 February 2024
of Sopheon Shares
Latest date for despatch of cheques within 14 days after the Effective
and crediting of CREST stock accounts Date
for Acquisition consideration
due under the Scheme
Long Stop Date 4 March 2024 ([8])
The Court Meeting and the General Meeting will both be held at
the offices of Squire Patton Boggs (UK) LLP, 60 London Wall, London
EC2M 5TQ on Thursday 8 February 2024.
[1] It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting, excluding any part of a day that is not a
working day. BLUE Forms of Proxy not so lodged may be handed to the
Chair of the Court Meeting or Link Group on behalf of the Chair of
the Court Meeting before the start of the Court Meeting.
[2] WHITE Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, excluding any part of a day that is not a working day.
WHITE Forms of Proxy for the General Meeting not lodged by this
time will be invalid. Please see "Action to be taken" on page 11 of
the Scheme Document.
[3] If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be the close of business on the day which is 48 hours
(excluding any part of a day that is not a working day) before the
date of such adjourned Meeting.
[4] To commence at 10:15 a.m. (or as soon as reasonably
practicable thereafter as the Court Meeting shall have been
concluded or adjourned).
[5] These times and dates are indicative only and will depend
on, among other things, whether and when the Conditions are
satisfied or (where applicable) waived and the dates upon which the
Court sanctions the Scheme and a copy of the Court Order to
sanction the Scheme is delivered to the Registrar of Companies. If
the expected date of the Court Hearing is changed, Sopheon will
give adequate notice of the changes by issuing an announcement
through a Regulatory Information Service and by posting notice of
these dates on the following website:
https://www.sopheon.com/investors.
[6] Subject to the satisfaction of certain regulatory conditions
as set out in Part III (Conditions to and Further Terms of the
Scheme and the Acquisition) of the Scheme Document.
[7] This date will be the date on which a copy of the Court
Order is delivered to the Registrar of Companies.
[8] This is the latest date by which the Scheme may become
Effective unless Sopheon and Bidco agree, with the consent of the
Panel and (if required) the Court, a later date.
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END
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