TIDMTUNG
RNS Number : 9372D
Tungsten Corporation PLC
08 March 2022
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 ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (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
8 March 2022
Tungsten Corporation plc
PUSU extension
Tungsten Corporation plc ("Tungsten" or the "Company") announced
on 14 December 2021 that it had 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").
On 18 February 2022 the Board received a revised indicative
proposal from 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 42 pence per share (the "Revised Proposal").
The Revised Proposal is subject to a number of pre-conditions
including completion of confirmatory due diligence and on receiving
a Board recommendation and irrevocable undertakings from all
Tungsten directors. At this point the Board has not formed a view
on whether they would be in a position to recommend this Revised
Proposal should a formal offer be forthcoming.
In accordance with Rule 2.6(a) of the Takeover Code (the
"Code"), Kofax was required, by no later than 5.00pm on 8 March
2022, to 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 for the Company, in which case the
announcement would be treated as a statement to which Rule 2.8 of
the Code applied.
Discussions between the parties remain ongoing and, in
accordance with Rule 2.6(c) of the Code, the Company has requested,
and the Panel on Takeovers and Mergers (the "Takeover Panel") has
consented to, an extension to the deadline by which Kofax is
required either to announce a firm intention to make an offer for
Tungsten in accordance with Rule 2.7 of the Code or to 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. Such announcement must now be made by not later
than 5.00pm on 22 March 2022. This deadline can be extended by the
Board of Tungsten, with the consent of the Takeover Panel.
There can be no certainty that a firm offer will be made. A
further announcement will be made in due course.
This announcement has been made by Tungsten without the
agreement or approval of Kofax.
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
==========================
Tavistock Communications Tel: +44 (0) 20 7920 3150
==========================
Heather Armstrong
==========================
Katie Hopkins
==========================
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser, nominated adviser and corporate broker
exclusively for Tungsten and for no one else in connection with the
matters set out in this announcement 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 any
matter referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of any
offer to buy, sell, subscribe for any securities or the
solicitation of any vote in any jurisdiction.
The distribution of this announcement in 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.
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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
www.tungsten-network.com/takeover-documentation, by no later than
12 noon (London time) on 9 March 2022.
The content of the website referred to above is not incorporated
into and does not form part of 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.
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