TIDMTUNG
RNS Number : 3121M
Kofax Holdings International Ltd
20 May 2022
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
20 May 2022
INCREASED RECOMMED CASH OFFER
of
Tungsten Corporation plc
by
Project California Bidco Limited
( a newly-formed vehicle, indirectly wholly-owned by Kofax
Parent Limited )
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- On 24 March 2022, the boards of directors of Tungsten
Corporation plc ("Tungsten") and Project California Bidco Limited
("Bidco"), a newly-formed vehicle, indirectly wholly-owned by Kofax
Parent Limited ("Kofax") announced (the "Original Kofax Offer
Announcement") that they had reached agreement on the terms and
conditions of a recommended all cash offer by Bidco for the entire
issued, and to be issued, ordinary share capital of Tungsten at a
price of 42 pence per Scheme Share (the "Original Kofax
Offer").
-- The scheme document in respect of the Original Kofax Offer
(the "Scheme Document") was published and made available to
Tungsten Shareholders on 25 April 2022. Capitalised terms used and
not defined in this Announcement have the meanings given to them in
the Scheme Document.
-- On 9 May 2022, the boards of directors of Pagero Group AB
(publ) ("Pagero") and Tungsten announced that they had agreed the
terms of a recommended all cash offer to be made by Pagero to
acquire the entire issued and to be issued share capital of
Tungsten at a price of 48 pence per Tungsten Share (as defined in
the announcement made in accordance with rule 2.7 of the Takeover
Code in respect of the Pagero Offer) (the "Pagero Offer").
-- Today, the boards of Bidco and Tungsten are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended increased all cash offer to be made by
Bidco for the entire issued and to be issued ordinary share capital
of Tungsten (the "Revised Kofax Offer").
-- Under the terms of the Revised Kofax Offer, each Scheme
Shareholder will be entitled to receive:
for each Scheme Share: 55 pence in cash
-- The Revised Kofax Offer values Tungsten's entire issued, and
to be issued, ordinary share capital at approximately GBP70.6
million on a fully diluted basis.
-- The Revised Kofax Offer represents:
-- an increase of 7 pence per Scheme Share (14.6 per cent.) and,
in aggregate, approximately GBP9.1 million in the total offer value
on a fully diluted basis, to the terms of the Pagero Offer; and
-- an increase of 13 pence per Scheme Share (31 per cent.) and,
in aggregate, approximately GBP16.8 million in the total offer
value on a fully diluted basis, to the terms of the Original Kofax
Offer.
-- The Revised Kofax Offer price per Scheme Share represents a premium of approximately:
-- 89.7 per cent. to the Closing Price of 29.0 pence per
Tungsten Share on 13 December 2021 (being the last Business Day
before the commencement of the Offer Period);
-- 10.6 per cent. to the Closing Price of 49.75 pence per
Tungsten Share on 19 May 2022 (being the latest practicable date
prior to the date of this Announcement (the "Last Practicable
Date"));
-- 111.5 per cent. to the volume-weighted average price of 26.0
pence per Tungsten Share for the one-month period ended 13 December
2021 (being the last Business Day before the commencement of the
Offer Period);
-- 105.2 per cent. to the volume-weighted average price of 26.8
pence per Tungsten Share for the three-month period ended 13
December 2021 (being the last Business Day before the commencement
of the Offer Period); and
-- 82.1 per cent. to the volume-weighted average price of 30.2
pence per Tungsten Share for the six-month period ended 13 December
2021 (being the last Business Day before the commencement of the
Offer Period).
-- The terms of the Revised Kofax Offer represent an attractive
premium for Tungsten Shareholders over the terms of the Pagero
Offer and accordingly the Tungsten Shareholders are urged to take
no action in respect of the Pagero Offer.
-- If, on or after the date of this Announcement and prior to
the Revised Kofax Offer becoming Effective, any dividend and/or
other distribution and/or other return of value is announced,
declared, made or paid or becomes payable in respect of the
Tungsten Shares, Bidco reserves the right to reduce the
consideration payable under the terms of the Revised Kofax Offer
for the Tungsten Shares by an amount up to the aggregate amount of
such dividend and/or distribution and/or other return of value, in
which case any reference in this Announcement to the consideration
payable under the terms of the Revised Kofax Offer will be deemed
to be a reference to the consideration as so reduced. In such
circumstances, Tungsten Shareholders would be entitled to retain
any such dividend, distribution or other return of value.
Recommendation for the Revised Kofax Offer by the Tungsten
Board
-- In light of the Revised Kofax Offer as compared to the Pagero
Offer, the Tungsten Directors, who have been so advised by
Canaccord Genuity as to the financial terms of the Revised Kofax
Offer, consider the terms of the Revised Kofax Offer to be fair and
reasonable. In providing its advice to the Tungsten Directors,
Canaccord Genuity has taken into account the commercial assessments
of the Tungsten Directors. Canaccord Genuity is providing
independent financial advice to the Tungsten Directors for the
purposes of Rule 3 of the Takeover Code.
-- Accordingly, the Tungsten Directors unanimously intend to
recommend that, in the case of the Court Meeting reconvened in
respect of the Revised Kofax Offer (the "Reconvened Court
Meeting"), the Scheme Shareholders and, in the case of the General
Meeting reconvened in respect of the Revised Kofax Offer (the
"Reconvened General Meeting" and, together with the Reconvened
Court Meeting, the "Reconvened Meetings"), the Tungsten
Shareholders vote in favour of the resolutions relating to the
Revised Kofax Offer at the Reconvened Meetings, reconvened for 9
June 2022 ( or in the event that the Revised Kofax Offer is
implemented by an Offer, to accept or procure acceptance of such
Offer).
-- Given their intended recommendation of the Revised Kofax
Offer, the Tungsten Directors have decided unanimously to withdraw
their recommendation of the Pagero Offer.
-- The Tungsten Directors who hold Tungsten Shares have already
irrevocably undertaken, in respect of the Original Kofax Offer, and
which undertakings continue to apply in respect of the Revised
Kofax Offer, to vote in favour of the resolutions at the Reconvened
Meetings in respect of their own beneficial holdings totalling
1,305,253 Tungsten Shares, representing approximately 1.0 per cent.
of the existing issued ordinary share capital of Tungsten as at the
Last Practicable Date.
Irrevocable undertakings
-- Bidco has received irrevocable commitments to vote in favour
of the resolutions relating to the Revised Kofax Offer at the
Reconvened Meetings (or in the event that the Revised Kofax Offer
is implemented by an Offer, to accept or procure acceptance of such
Offer) from the Truell Associates and Herald Investment Management
Limited in respect of 27,002,558 Tungsten Shares to which such
shareholders currently control the voting rights, representing in
aggregate approximately 21.3 per cent. of the existing issued
ordinary share capital of Tungsten as at the Last Practicable Date
(the "Shareholder Irrevocable Undertakings").
-- Together with irrevocable undertakings received from the
Tungsten Directors that hold Tungsten Shares, in total, Bidco has
procured irrevocable commitments to vote in favour of the
resolutions relating to the Revised Kofax Offer at the Meetings (or
in the event that the Revised Kofax Offer is implemented by an
Offer, to accept or procure acceptance of such Offer) in respect
of, in aggregate, 28,307,811 Tungsten Shares, representing
approximately 22.4 per cent. of the existing issued ordinary share
capital of Tungsten as at the Last Practicable Date.
-- Further details of these irrevocable undertakings (including
the circumstances in which they cease to be binding) are set out in
Appendix 2 to this Announcement.
Financing of the Revised Kofax Offer
-- Similarly to the financing of the Original Kofax Offer, the
financing for the Revised Kofax Offer, including the incremental
cash consideration payable as a result of the higher consideration
payable per Scheme Share, will be provided through existing cash
resources of the Kofax Group, to be provided to Bidco under the
Intra-Group Loan Agreement, as described in further detail at
paragraph 9 of Part VIII (Additional Information on Tungsten,
Bidco, Kofax and Thoma Bravo) of the Scheme Document.
-- Shore Capital, in its capacity as financial adviser to Bidco,
is satisfied that the resources available to Bidco are sufficient
to satisfy in full the cash consideration payable to Tungsten
Shareholders under the terms of the Revised Kofax Offer.
Timetable and Shareholder Meetings
-- It is intended that the Revised Kofax Offer will be
implemented by way of a court--sanctioned scheme of arrangement
under Part 26 of the 2006 Act (although Bidco reserves the right to
effect the Revised Kofax Offer by way of an Offer, subject to the
consent of the Panel.
-- As announced by the board of directors of Tungsten on 13 May
2022, the Reconvened Court Meeting and the Reconvened General
Meeting in connection with the Revised Kofax Offer will both be
held on 9 June 2022. The Reconvened Court Meeting will start at
2.00 pm and the Reconvened General Meeting will start at 2.15 pm
(or as soon thereafter as the Reconvened Court Meeting has
concluded or been adjourned). The Reconvened Meetings will be held
at the offices of Memery Crystal, 165 Fleet Street, London EC4A
2DY.
-- It is expected that a supplemental shareholder circular in
respect of the Revised Kofax Offer (the "Shareholder Circular"),
containing further information about the Revised Kofax Offer, the
expected timetable of principal events for the implementation of
the Scheme and the forms of proxy in respect of the Reconvened
Meetings, will be posted to Tungsten Shareholders as soon as
practicable and in any event at least 14 days prior to the date of
the Reconvened Meetings. Subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, the Shareholder
Circular will also be made available on Bidco's website at
www.kofax.com/tungsten and Tungsten's website at
www.tungsten-network.com/takeover-documentation/.
-- If any of the dates and / or times in the expected timetable
change, the revised dates and / or times will be notified by
announcement through a Regulatory Information Service.
Compliance with Rule 2.7 of the Takeover Code
-- Except as set out in this Announcement or any other
announcement made by Tungsten or Kofax following the release of the
Original Kofax Offer Announcement, Kofax confirms that there have
been no changes to the information contained in the Original Kofax
Offer Announcement, the Scheme Document or in subsequent
announcements made by Bidco in respect thereto in connection with
the requirements of Rule 2.7 of the Takeover Code.
-- The Revised Kofax Offer does not change Kofax's intentions as
regards the business of Tungsten (including locations of its
operations), the management and employees of Tungsten, existing
employment and pension rights, and the proposals in respect of the
Tungsten Share Plans, as set out in the Scheme Document and the
letters already sent to participants in the Tungsten Share Plans
informing them of the effect of the Scheme on their rights under
the Tungsten Share Plans and, where applicable, containing
proposals in respect of such rights, subject to the terms of any
amended letters to be sent to the participants in the Tungsten
Share Plans reflecting the increased cash consideration pursuant to
the Revised Kofax Offer.
General
-- Shore Capital and Canaccord Genuity have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
-- Copies of the following documents will, by no later than 12
noon (London time) on the first Business Day following the date of
this Announcement, be published on on Bidco's website at
www.kofax.com/tungsten and Tungsten's website at
www.tungsten-network.com/takeover-documentation/ until the end of
the Offer Period:
-- this Announcement;
-- the Shareholder Irrevocable Undertakings; and
-- the consent letters from each of Shore Capital and Canaccord Genuity referred to above.
This Announcement should be read in conjunction with the full
text of the Scheme Document, a copy of which is available on
Bidco's website at www.kofax.com/tungsten and Tungsten's website at
www.tungsten-network.com/takeover-documentation/ . The conditions
to, and certain further terms of, the Revised Kofax Offer are set
out in Part III (Conditions to the Implementation of the Scheme and
to the Acquisition) of the Scheme Document. Certain definitions and
terms used in this Announcement not otherwise defined are set out
in Part IX (Definitions) of the Scheme Document. The bases and
sources for certain financial information contained in this
Announcement are set out in Appendix 1 to this Announcement.
Details of undertakings received by Bidco are set out in Appendix
2.
Enquiries
Kofax and Bidco mediarelations@kofax.com
Karl Doyle
Shore Capital (Financial Adviser
to Kofax and Bidco)
Stephane Auton / Daniel Bush (Corporate
Advisory)
Guy Wiehahn (Corporate Broking) +44 (0)20 7408 4090
Tungsten
Paul Cooper, Chief Executive Officer +44 (0) 20 7280 6980
Canaccord Genuity (Financial Adviser,
Nominated Adviser and Corporate Broker
to Tungsten)
Simon Bridges +44 (0) 20 7523 8300
Andrew Potts
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco and Kofax.
RBG Legal Services Limited, trading as Memery Crystal, is acting
as legal adviser to Tungsten.
Further information
Shore Capital & Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively "Shore
Capital"), which are authorised and regulated by the FCA, are
acting as financial adviser to Bidco and Kofax and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco and Kofax for
providing the protections afforded to clients of Shore Capital nor
for providing advice in connection with the matters referred to
herein. Neither Shore Capital 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 Shore Capital in
connection with this Announcement, any statement contained herein,
the Revised Kofax Offer or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), 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 matters
described in this Announcement and will not be responsible to
anyone other than Tungsten for providing the protections afforded
to clients of Canaccord Genuity nor for providing advice in
connection with the matters referred to herein. Neither Canaccord
Genuity 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 Canaccord Genuity in connection with
this Announcement, any statement contained herein, the Revised
Kofax Offer 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 Revised Kofax 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 Revised Kofax Offer will be implemented solely by means of the
Scheme Document, as supplemented by the Shareholder Circular
(together, the "Scheme Documents"), (or, if the Revised Kofax Offer
is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Revised Kofax Offer
including details of how to vote in respect of the Revised Kofax
Offer. Any vote in respect of the Scheme or other response in
relation to the Revised Kofax Offer should be made only on the
basis of the information contained in the Scheme Documents (or, if
the Revised Kofax Offer is implemented by way of an Offer, the
offer 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 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 release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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 Revised Kofax Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared in accordance and for the
purpose of complying with English law, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The availability of the Revised Kofax Offer to Tungsten
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their Tungsten Shares with respect to the
Scheme at the reconvened Court Meeting, or to appoint another
person as proxy to vote at the reconvened Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. 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 Revised Kofax Offer disclaim any responsibility or liability
for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders are contained in the
Scheme Documents.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Revised
Kofax Offer will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme 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. Copies of
this Announcement and any formal documentation relating to the
Revised Kofax Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Revised Kofax Offer. If the Revised Kofax
Offer is implemented by way of an Offer (unless otherwise permitted
by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to overseas shareholders are
included in the Scheme Documents.
Notice to US investors in Tungsten
The Revised Kofax Offer relates to the shares of an English
company and is being made by means of a scheme of arrangement
provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act of 1934.
Accordingly, the Revised Kofax Offer is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US
tender offer and proxy solicitation rules. The financial
information included in this Announcement has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
If, in the future, Bidco exercises its right to implement the
Revised Kofax Offer by way of an Offer, which is to be made into
the United States, such Offer will be made in compliance with the
applicable US laws and regulations.
It may be difficult for US holders of Tungsten Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and Tungsten are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Tungsten Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Kofax, Thoma Bravo or their nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Tungsten Shares outside
of the US, other than pursuant to the Revised Kofax Offer, until
the date on which the Revised Kofax Offer becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices.
US Tungsten Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Tungsten Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Revised Kofax Offer, and other information published by Bidco,
Kofax and Tungsten contain statements which are, or may be deemed
to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco, Kofax and Tungsten about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Revised
Kofax Offer on Bidco, Kofax and Tungsten (including their future
prospects, developments and strategies), the expected timing and
scope of the Revised Kofax Offer and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
Bidco, Kofax and Tungsten believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco, Kofax and
Tungsten can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Revised Kofax Offer; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco, Kofax and Tungsten operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax
rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco,
Kofax and Tungsten operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. None of
Bidco, Kofax or Tungsten, nor any of their respective associates or
directors, officers 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 any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, none of Bidco, Kofax or
Tungsten is under any obligation, and Bidco, Kofax and Tungsten
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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
pe rson 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.
Under Rule 8.3(b) of the Takeover 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 previ ously
been disclosed under Rule 8. A Dealing Disc losure 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 conc ert 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 26.1 of the Takeover Code, a copy of
this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Tungsten's website at
www.tungsten-network.com/takeover-documentation/ and on Bidco's
website at www.kofax.com/tungsten by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
Announcement
No profit forecasts, estimates or quantified benefits
statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Tungsten for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Tungsten.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tungsten
Shareholders, persons with information rights and participants in
Tungsten Share Plans may request a hard copy of this Announcement
by contacting Tungsten' registrars, Equiniti, either in writing to
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom, or by calling +44 (0)371 3842030. Calls outside the UK
will be charged at the applicable international rate. Lines are
open between 8.30 am and 5.30 pm Monday to Friday excluding public
holidays in England and Wales. 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. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Revised Kofax Offer should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Tungsten Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Tungsten may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Appendix 1
Sources and Bases of Information
In this Announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used.
1) Tungsten's fully diluted equity value has been calculated on
the basis of a fully diluted issued ordinary share capital of
128,329,689 Tungsten Shares, calculated as:
a) 126,537,962 Tungsten Shares in issue as at 19 May 2022 (being
the Last Practicable Date); plus
b) 1,791,727 Tungsten Shares which may be issued on or after the
date of this Announcement pursuant to the Tungsten Share Plans and
share awards made to advisers as at 19 May 2022 (being the Last
Practicable Date).
2) A value of approximately GBP70.6 million for the entire
issued and to be issued share capital of Tungsten is based on:
a) an offer price of 55 pence per Scheme Share; and
b) Tungsten's fully diluted issued ordinary share capital of
128,329,689 Tungsten Shares, as set out in paragraph 1 above.
3) The premium calculations to the price per Tungsten Share used
in this Announcement have been calculated based on an offer price
of 55 pence per Scheme Share and by reference to:
a) the Closing Price on 13 December 2021 (being the last
business day before the commencement of the Offer Period) of 29.0
pence derived from the Daily Official List of the London Stock
Exchange;
b) the Closing Price on 19 May 2022 (being the Last Practicable
Date) of 49.75 pence derived from the Daily Official List of the
London Stock Exchange;
c) the one-month volume weighted average Closing Price of 26.0
pence per Tungsten Share on 13 December 2021 (being the last
business day before the commencement of the Offer Period) derived
from Bloomberg;
d) the three-month volume weighted average Closing Price of 26.8
pence per Tungsten Share on 13 December 2021 (being the last
business day before the commencement of the Offer Period) derived
from Bloomberg; and
e) the six-month volume weighted average Closing Price of 30.2
pence per Tungsten Share on 13 December 2021 (being the last
business day before the commencement of the Offer Period) derived
from Bloomberg.
4) Unless otherwise stated, the financial information of
Tungsten is extracted (without material adjustment) from the annual
report and audited accounts of the Tungsten Group for the 12 months
ended 30 April 2021 .
5) Certain figures included in this Announcement have been subject to rounding adjustments.
Appendix 2
Details of Irrevocable Undertakings
1. Directors
The following Tungsten Directors have given irrevocable
undertakings to vote in favour of the resolutions relating to the
Revised Kofax Offer at the Meetings in respect of their own
beneficial holdings ( or those Tungsten Shares over which they have
control) of Tungsten Shares:
Name Total Number Percentage Percentage
of of existing of existing
Tungsten Shares issued share Tungsten Shares
capital eligible to
vote at Court
Meeting
Tony Bromovsky 934,104 0.74 0.74
Andrew Doman 251,649 0.20 0.20
Nicholas Wells 100,000 0.08 0.08
Paul Cooper 19,500 0.02 0.02
Total 1,305,253 1.03 1.03
The irrevocable undertakings referred to in paragraph 1 above
cease to be binding on the earlier of the following occurrences (i)
the Original Kofax Offer Announcement not having been released by
11.59 p.m. (London time) on the date that is one business day from
the date of the undertaking (or such later date as Tungsten and
Bidco may agree); (ii) the Scheme Document not having been sent to
Tungsten Shareholders within 28 days (or such later period as the
Panel may agree) after the date of the Original Kofax Offer
Announcement; (iii) Bidco announces, with the consent of the Panel,
that it does not intend to make or proceed with the Acquisition and
no new, revised or replacement offer or scheme is announced at the
same time; (iv) the Scheme lapses or is withdrawn in accordance
with its terms and Bidco publicly confirmed that it does not intend
to proceed with the Acquisition or to implement the Acquisition by
way of an Offer or otherwise; (v) the Scheme has not become
effective by 6.00 p.m. on the Long Stop Date (or such other time
and date as agreed between Bidco and Tungsten, with the approval of
the Court and/or the Panel, if required (other than in
circumstances where Bidco has, prior to such date, elected to
exercise its right to proceed by way of an Offer and announced the
same in accordance with the requirements of Paragraph 8 of Appendix
7 to the Takeover Code, and such Offer has not lapsed or been
withdrawn)); or (vi) the date on which any competing offer for the
entire issued and to be issued share capital of Tungsten is
declared wholly unconditional or, if proceeding by way of a scheme
of arrangement, becomes Effective.
2. Shareholders
The following shareholders have given an irrevocable undertaking
to vote in favour of the resolutions relating to the Revised Kofax
Offer at the Meetings in respect of their own beneficial holding of
Tungsten Shares:
Name Total Number Percentage Percentage
of of existing of existing
Tungsten Shares issued share Tungsten Shares
capital eligible to
vote at Court
Meeting
Truell Associates 23,042,558 18.2 18.2
Herald Investment
Management Limited 3,960,000 3.1 3.1
Total 27,002,558 21.3 21.3
a) The obligations contained in the irrevocable undertaking
received from the Truell Associates, and referred to in paragraph 2
above, lapse and cease to have effect if (i) Bidco announces
publicly, with the consent of the Panel, that it does not intend to
make or proceed with the Revised Kofax Offer and no new, revised or
replacement offer or scheme is announced at the same time; (ii)
Bidco informs the Truell Associates in writing that it does not
intend to make or proceed with the Revised Kofax Offer or to
implement the Revised Kofax Offer by way of takeover offer or
otherwise; (iii) the Scheme lapses or is withdrawn in accordance
with its terms and Bidco has publicly confirmed that it does not
intend to proceed with the Revised Kofax Offer or to implement the
Revised Kofax Offer by way of an Offer or otherwise; (iv) the
Scheme has not become effective by 30 September 2022, or if later,
the Long Stop Date (as will be defined in the Shareholder Circular)
(or such other time and date as agreed between Bidco and Tungsten,
with the approval of the Court and/or the Panel, if required (other
than in circumstances where Bidco has, prior to such date, elected
to exercise its right to proceed by way of an Offer and announced
the same in accordance with the requirements of Paragraph 8 of
Appendix 7 to the Takeover Code, and such Offer has not lapsed or
been withdrawn)); (v) any third party announces, in accordance with
the Takeover Code, a firm intention to make a general offer
(whether made by way of an offer or a scheme of arrangement) for
the entire issued share capital of Tungsten not already owned by
such third party at an offer price that is above 60.5 pence per
Tungsten Share and Bidco has not announced a further offer at an
offer price at least equal to the offer price of the competing
offer within 14 days of the announcement of the competing offer or
(vi) the date on which any competing offer for the entire issued
and to be issued share capital of Tungsten is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement,
becomes Effective.
b) The obligations contained in the irrevocable undertaking
received from Herald Investment Management Limited, and referred to
in paragraph 2 above, lapse and cease to have effect if (i) an
announcement is made in accordance with Rule 2.7 of the Takeover
Code of a competing offer for Tungsten and the consideration
payable to Tungsten Shareholders per Tungsten Share under such
competing offer is at least ten per cent. higher than the price
payable pursuant to the Revised Kofax Offer; (ii) this Announcement
is not released by or on 20 May 2022 or such later time and/or date
as Bidco and Tungsten may agree not being later than 23 May 2022;
(iii) the Panel consents to Bidco not proceeding with the Revised
Kofax Offer; (iv) an event occurs which means that Bidco is no
longer required by the Takeover Code to proceed with the Revised
Kofax Offer; (v) Bidco becomes aware that any Condition of the
Revised Kofax Offer as referred to in the Scheme Document has or
may become incapable of being fulfilled and the Panel consents to
Bidco not proceeding with the Revised Kofax Offer; or (vi) the
Scheme lapses or is withdrawn in accordance with its terms and
Bidco has publicly confirmed that it does not intend to proceed
with the Revised Kofax Offer or to implement the Revised Kofax
Offer by way of an Offer or otherwise.
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END
OFFXBLFLLELLBBK
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May 20, 2022 09:35 ET (13:35 GMT)
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