TIDMTUNG
RNS Number : 6539V
Tungsten Corporation PLC
14 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
14 December 2021
Tungsten Corporation plc
Statement re possible offer
The Board of Tungsten Corporation plc ("Tungsten" or the
"Company") notes the speculation and confirms that on 19 November
2021 it received an unsolicited indicative proposal from Kofax,
Inc. ("Kofax") relating to a possible cash offer for the entire
issued and to be issued ordinary share capital of the Company for a
price of 40 pence per share (the "Proposal").
Kofax has received an irrevocable undertaking from Mr Edmund
Truell and his associates in support of its Proposal in respect of
(i) 18,542,558 Tungsten shares to which they currently control the
voting rights, and (ii) a further 4,500,000 Tungsten shares over
which they have an option to reacquire the voting rights,
representing in aggregate 18.2% of the total voting rights of
Tungsten, who have agreed to vote in favour of or to accept a firm
offer made by Kofax at this price.
The Company also confirms that, in addition to Kofax, it is in
early-stage discussions with the following parties in relation to a
possible offer for the entire issued and to be issued ordinary
share capital of the Company:
-- Jaggaer, LLC
-- Accel-KKR
Whilst the Board believes that 40 pence per share significantly
undervalues the Company, discussions are ongoing with each of the
parties. It is important to note that discussions with each of the
potential buyers set out in this announcement are at an early stage
and as such there can be no certainty that any firm offer will be
made nor as to the terms of any such firm offer. A further
announcement will be made in due course if and when
appropriate.
This announcement has been made by Tungsten without the
agreement or approval of Kofax, Jaggaer, LLC and Accel-KKR
(together, the "Parties") respectively.
As a consequence of this announcement, an 'offer period' has now
commenced in respect of the Company in accordance with the rules of
the City Code on Takeovers and Mergers (the "Code") and the
attention of shareholders is drawn to the disclosure requirements
of Rule 8 of the Code, which are summarised below. In accordance
with Rule 2.6(a) of the Code, the Parties must, by not later than
5.00 p.m. on 11 January 2022, either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline will only be extended with
the consent of the Takeover Panel in accordance with Rule 2.6(c) of
the Code.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
www.tungsten-network.com by no later than 12 noon (London time) on
15 December 2021. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
The person responsible for arranging the release of this
announcement on behalf of Tungsten is Patrick Clark.
Enquiries:
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive Officer
==========================
Canaccord Genuity Limited Tel: +44 (0) 20 7523 8300
==========================
Simon Bridges
==========================
Andrew Potts
==========================
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 Proposal 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 Proposal or any other matter referred to in this
announcement.
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 (as defined in the Code) 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 (as
defined in the Code).
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 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 Bidder 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 Bidder 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Tungsten confirms that
as at the date of this announcement, it has 126,537,962 ordinary
shares of GBP0.00438 each in issue and admitted to trading on AIM,
the market operated by the London Stock Exchange. Tungsten holds no
ordinary shares in treasury. The total number of voting rights in
Tungsten is currently 126,537,962. The International Securities
Identification Number for Tungsten's ordinary shares is
GB00B7Z0Q502.
Legal Entity Identifier: 213800KY57NETI1IJ428
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.
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