TIDMTUNG
RNS Number : 9800M
Tungsten Corporation PLC
26 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
26 May 2022
RECOMMED CASH ACQUISITION
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
Publication and Posting of Shareholder Circular
On 24 March 2022, the boards of Tungsten Corporation plc
("Tungsten") and Project California Bidco Limited ("Bidco")
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Bidco proposed to
acquire the entire issued and to be issued share capital of
Tungsten at a price of 42 pence per Tungsten Share (the "Original
Kofax Offer"), to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
Bidco is a wholly-owned indirect subsidiary of Kofax Parent Limited
("Kofax").
On 25 April 2022, a scheme document containing the full terms
and conditions of the Original Kofax Offer and notices of the Court
Meeting and General Meeting, each convened to be held on 18 May
2022, at which resolutions were to be proposed to approve the
Scheme, was published ("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").
As a result of the Pagero Offer, the board of Tungsten
considered it to be in the Tungsten Shareholders' interests to
adjourn the Court Meeting, and, on 13 May 2022, it was announced
that the Court Meeting and the General Meeting were reconvened (the
"Reconvened Court Meeting" and the "Reconvened General Meeting",
respectively, together the "Reconvened Meetings"), both to be held
on 9 June 2022.
On 20 May 2022, the boards of Bidco and Tungsten were pleased to
announce (the "Revised Offer Announcement") that they had 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 at a price of 55 pence
per Tungsten Share (the "Revised Kofax Offer"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act.
As Bidco already holds 23,042,558 Tungsten Shares, the total
number of Tungsten Shares proposed to be purchased, and for which
consideration will be paid by Bidco, under the Acquisition is
105,287,131 Tungsten Shares. Therefore, if the Scheme becomes
Effective, the total amount to be paid to Tungsten Shareholders
under the Acquisition is GBP 57.9 million. Bidco has consented to
be treated as a separate class of Scheme Shareholders who will not
be entitled to attend or vote at the Reconvened Court Meeting but
will separately undertake to be bound by the Scheme, and will be
permitted to vote its Tungsten Shares at the Reconvened General
Meeting.
Publication of the Shareholder Circular
The board of Tungsten is pleased to announce that a Shareholder
circular in relation to the Revised Kofax Offer (the "Shareholder
Circular") which includes, among other things, a letter from the
Chairman of Tungsten, an updated expected timetable of principal
events, notices of the Reconvened Court Meeting and the Reconvened
General Meeting and details of the actions to be taken by Tungsten
Shareholders, has been published today on Tungsten's website
(subject to any restrictions relating to persons resident in
Restricted Jurisdictions) at
www.tungsten-network.com/takeover-documentation/ and on Bidco's
website at www.kofax.com/tungsten .
Hard copies of the Shareholder Circular and Forms of Proxy for
the Reconvened Meetings are being sent today to Tungsten
Shareholders.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document or the Shareholder Circular, as the context
requires. All references to times in this Announcement are to
London, United Kingdom times unless stated otherwise.
Action required
As further detailed in the Shareholder Circular, in order to
become Effective, the Scheme will require, among other things, the
requisite majority of: (i) Scheme Voting Shareholders present and
voting physically in person or by proxy in favour of the Scheme at
the Reconvened Court Meeting; and (ii) eligible Tungsten
Shareholders present and voting either physically in person or by
proxy in favour of the Special Resolution at the Reconvened General
Meeting.
Notices of the Reconvened Meetings, both of which will be held
at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY
on 9 June 2022, are set out in Error! Reference source not found.
(Notice of Reconvened Court Meeting) and Error! Reference source
not found. (Notice of Reconvened General Meeting) of the
Shareholder Circular. The Reconvened Court Meeting will start at
2.00 p.m. on that date and the Reconvened General Meeting at 2.15
p.m. or as soon thereafter as the Reconvened Court Meeting
concludes or is adjourned.
The action to be taken by Tungsten Shareholders and Scheme
Voting Shareholders is set out paragraph Error! Reference source
not found. (Action to be Taken) of this Error! Reference source not
found. of the Shareholder Circular.
Scheme Voting Shareholders and Tungsten Shareholders who have
already submitted Forms of Proxy for the Court Meeting and the
General Meeting and who do not wish to change their voting
instructions, need take no further action as their Forms of Proxy,
as previously submitted, will continue to be valid in respect of
the Reconvened Meetings.
Notwithstanding the previous lifting of COVID-19 restrictions in
England, there remains a possibility that new measures may be
implemented relating to the holding of shareholder meetings in
response to further outbreaks. As such, while Scheme Voting
Shareholders will be permitted to attend, ask questions and/or
raise any objections and vote at the Reconvened Meetings in person
if they are entitled to and wish to do so (subject to any
applicable COVID-19 restrictions then in force), Scheme Voting
Shareholders are nevertheless encouraged to appoint "the Chairman
of the meeting" as their proxy for the Reconvened Court Meeting. If
any other person is appointed as proxy and COVID-19 restrictions
are introduced which affect the holding of the Reconvened Meetings,
that proxy may not be permitted to attend the Reconvened Meetings
in person.
Any changes to the arrangements for the Reconvened Meetings will
be communicated to you before the Reconvened Meetings, including
through Tungsten's website
www.Tungsten-Network.com/Takeover-Documentation/ and by
announcement through a Regulatory Information Service.
It is important that, for the Reconvened Meetings, as many votes
as possible are cast so that the Court may be satisfied that there
is a fair representation of Scheme Voting Shareholder opinion.
Eligible Shareholders are therefore strongly urged to complete,
sign and return their Forms of Proxy by post (or transmit a proxy
appointment and voting instruction online through the CREST
electronic proxy appointment service) as soon as possible.
Recommendation
For the reasons set out in the Scheme Document and in the
Shareholder Circular, the Tungsten Directors, who have been so
advised by Canaccord Genuity as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Tungsten Directors,
Canaccord Genuity have 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, in order to implement the Acquisition, the Tungsten
Directors unanimously recommend that Scheme Voting Shareholders
vote in favour of the Scheme at the Reconvened Court Meeting and
that Tungsten Shareholders vote in favour of the Special Resolution
proposed at the Reconvened General Meeting, as those Tungsten
Directors who hold Tungsten Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of Tungsten Shares
(or those Tungsten Shares over which they have control), and that
you take the action described in paragraph Error! Reference source
not found. (Action to be Taken) of Error! Reference source not
found. of the Shareholder Circular.
Given their recommendation of the Revised Kofax Offer, the
Tungsten Directors have decided unanimously to withdraw their
recommendation of the Pagero Offer, and urge Tungsten Shareholders
to take no action in respect of the Pagero Offer.
Further information about the background to and reasons for the
Recommendation is provided in paragraph 4 of Part I (Letter from
the Chairman of Tungsten) of the Scheme Document.
Timetable
The Shareholder Circular contains an expected timetable of
principal events in relation to the Scheme, which is also set out
in the Appendix to this Announcement. The Scheme remains
conditional on the approval of the requisite majority of eligible
Scheme Shareholders at the Reconvened Court Meeting, the requisite
majority of eligible Tungsten Shareholders at the Reconvened
General Meeting and the satisfaction or (if capable of waiver)
waiver of the other Conditions set out in the Scheme Document,
including the sanction of the Court.
If the Scheme is sanctioned as outlined above, it is expected
that the last day of dealings in, and registration of transfers of,
Tungsten Shares on AIM will be the Business Day immediately prior
to the Effective Date, following which Tungsten will make an
application to the London Stock Exchange for suspension of dealings
in Tungsten Shares on AIM with effect by 7.30 a.m. on the Effective
Date.
It is intended that the cancellation of admission of the
Tungsten Shares to trading on AIM will take effect at 7.30 a.m. on
the Business Day following the Effective Date. In addition,
entitlements to Tungsten Shares held within the CREST system will
be cancelled and share certificates in respect of Scheme Shares
will cease to be valid and should, if so requested by Tungsten, be
sent to Tungsten for cancellation.
Tungsten will make further announcements through a Regulatory
Information Service, with such announcements also being made
available on Tungsten's website at
www.tungsten-network.com/Takeover-Documentation/, in relation to
the expected timetable as appropriate in respect of the approvals
of the Conditions upon which the Acquisition is conditional. The
dates and times given in the expected timetable are indicative only
and are based on Tungsten's current expectations and may be subject
to change (including as a result of changes to the regulatory
timetable).
Information for Tungsten Shareholders
If you have any questions about this Announcement, the Scheme
Document, the Shareholder Circular the Reconvened Court Meeting or
the Reconvened General Meeting, or are in any doubt as to how to
appoint a proxy, please call Tungsten's Registrar, Equiniti, by
calling the shareholder helpline on 0371 384 2050 from the UK or
+44 371 384 2050 from overseas. Lines are open between 8:30 a.m.
and 5:30 p.m. Monday to Friday (except public holidays in England
and Wales). Calls from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones. Please note that calls may be monitored or
recorded and Tungsten's Registrar cannot provide advice on the
merits of the Acquisition or the Scheme or give any financial,
legal or tax advice.
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive
Officer
Canaccord Genuity Limited (Financial Tel: +44 (0) 20 7523 8000
Adviser, Nominated Adviser and
Corporate Broker to Tungsten)
Simon Bridges
Andrew Potts
Tavistock (financial PR and Tel: +44 (0) 20 7920 3150
IR for Tungsten)
Heather Armstrong tungstencorp@tavistock.co.uk
Katie Hopkins
Kofax and Bidco mediarelations@kofax.com
Shore Capital (Financial Adviser Tel: +44 (0) 20 7408 4090
to Kofax and Bidco)
Stephane Auton / Daniel Bush
(Corporate Advisory)
Guy Wiehahn (Corporate Broking)
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Tungsten's and
Bidco's current expected dates for the implementation of the Scheme
and is 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 Tungsten Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange.
An updated timetable for the implementation of the Scheme is set
out below and is 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 Tungsten Shareholders by announcement
through the Regulatory Information Service of the London Stock
Exchange.
Event Time and/or date(1)
Publication of the Shareholder 26 May 2022
Circular
Latest time for lodging Forms of
Proxy for the:
Reconvened Court Meeting (BLUE 2.00 p.m. on 7 June 2022
Form of Proxy) (2)
Reconvened General Meeting (YELLOW 2.15 p.m. on 7 June 2022
Form of Proxy) (3)
Voting Record Time for the Reconvened 6.30 p.m. on 7 June 2022
Court Meeting and the Reconvened (4)
General Meeting
Reconvened Court Meeting 2.00 p.m. on 9 June 2022
Reconvened General Meeting 2.15 p.m. on 9 June 2022
(5)
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, the date
on which the Conditions to the Scheme are satisfied or, if capable
of waiver, waived, and the date on which the Court sanctions the
Scheme.
Tungsten will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Tungsten's website at www.Tungsten-Network.com. Further updates and
changes to these times will be notified in the same way. See also
note (1) .
Scheme Court Hearing 15 June 2022
Last day for dealings in, 16 June 2022
and for the registration
of transfer of, Tungsten
Shares
Scheme Record Time 6:00 p.m. on 16 June 2022
Disablement of CREST in 6:00 p.m. on 16 June 2022
respect of Tungsten Shares
Suspension of dealings in by 7:30 a.m. on 17 June 2022
Tungsten Shares
Effective Date of the Scheme 17 June 2022(6)
Cancellation of admission by 7:30 a.m. on 20 June 2022
to trading of Tungsten Shares
Latest date for despatch 1 July 2022
of cheques and crediting
of CREST accounts and processing
electronic transfers for
cash consideration due under
the Scheme by 14 days after
the Effective Date
Long Stop Date(7) 31 December 2022
(1) The dates and times given are indicative only and are based
on current expectations and are subject to change (including as a
result of changes to the regulatory timetable).
References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Tungsten
Shareholders by announcement through a Regulatory Information
Service.
Participants in the Tungsten Share Plans will be contacted
separately to inform them of the effect of the Scheme on their
rights under the Tungsten Share Plans, including details of any
appropriate proposals being made and dates and times relevant to
them.
(2) It is requested that BLUE Forms of Proxy for the Reconvened
Court Meeting be lodged not later than 48 hours prior to the time
appointed for the Reconvened Court Meeting or, if the Reconvened
Court Meeting is adjourned, 48 hours prior to the time fixed for
any adjourned Reconvened Court Meeting (in either case, excluding
any part of such 48 hour period falling on a day that is not a
working day). If the BLUE Form of Proxy for the Reconvened Court
Meeting is not lodged by 2.00 p.m. on 7 June 2022, it may be: (i)
scanned and emailed to Equiniti at the following email address:
proxyvotes@equiniti.com; or (ii) presented in person to the
Equiniti representative who will be present at the Reconvened Court
Meeting, any time prior to the commencement of the Reconvened Court
Meeting (or any adjournment thereof).
(3) In order to be valid, the YELLOW Forms of Proxy for the
Reconvened General Meeting must be lodged not later than 2.15 p.m.
on 7 June 2022 or, if the Reconvened General Meeting is adjourned,
48 hours prior to the time fixed for the adjourned Reconvened
General Meeting (in either case, excluding any part of such 48 hour
period falling on a day that is not a working day).
(4) If either the Reconvened Court Meeting or the Reconvened
General Meeting is adjourned, the Voting Record Time for the
relevant adjourned Reconvened Meeting will be 6.30 p.m. on the day
which is two Business Days prior to the date of the adjourned
Reconvened Meeting.
(5) To commence at 2.15 p.m. or as soon thereafter as the
Reconvened Court Meeting concludes or is adjourned.
(6) Bidco expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in Part III (Conditions to
the Implementation of the Scheme and to the Acquisition) of the
Scheme Document, the Acquisition will become Effective on or around
17 June 2022.
(7) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as may be agreed by Tungsten and Bidco (with the Panel's
consent and as the Court may approve (if such approval(s) is/are
required)).
Important notices
This announcement is not intended to, and does not, constitute
or form part of any 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 in any jurisdiction whether pursuant to this announcement or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The release, publication, or distribution of this announcement
in whole or in part, directly or indirectly, in, into or from
certain 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.
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 Acquisition 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 Acquisition or any other matter referred to in this
announcement.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively "Shore
Capital"), which are authorised and regulated by the FCA in the
United Kingdom, are acting exclusively as financial adviser for
Bidco and Kofax and no-one else in connection with the matters
referred to 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
relation to the Acquisition or any other matter referred to in this
announcement.
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.
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
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.
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 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 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.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Tungsten Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations of those jurisdictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Scheme Shares with respect to the Scheme at the Court Meeting or
with respect to the Special Resolution at the General Meeting, or
to execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting and/or General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
Tungsten Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any Tungsten Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with the applicable
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 involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. U.S. Tungsten Shareholders should note that
the Scheme relates to the shares of an English company and will be
governed by English law. Neither the U.S. proxy solicitation rules
nor the tender offer rules under the U.S. Securities Exchange Act
of 1934, as amended, will apply to the Acquisition and the Scheme.
Moreover, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure
requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Circular has
been prepared in accordance with accounting standards applicable in
the UK and may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for U.S. Tungsten Shareholders to enforce
their rights and any claim arising out of the U.S. federal
securities laws, since Bidco and Tungsten are located in a non-U.S.
jurisdiction, and some or all of their officers and directors are
residents of non-U.S. jurisdictions. U.S. Tungsten Shareholders may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgement.
In accordance with the Takeover Code and normal UK practice, (a)
Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Tungsten outside of the
United States, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn and (b) Canaccord Genuity and its
affiliates will continue to act as an exempt principal trader in
Tungsten securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause
(a) of this paragraph, they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices, and any information about such purchases or arrangements to
purchase would be disclosed as required in the UK, would be
reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at
www.londonstockexchange.com. Purchases contemplated by clause (b)
of this paragraph that are required to be made public in the United
Kingdom pursuant to the Takeover Code would be reported to a
Regulatory Information Service and would be available on the London
Stock Exchange website at www.londonstockexchange.com. Information
would also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Further details in relation to Tungsten Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Publication on a website
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
Acquisition 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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