TIDMTAX
RNS Number : 3122P
Tax Systems PLC
07 February 2019
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 DOES NOT CONSTITUTE 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
AN OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY OFFER MIGHT
BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
7 February 2019
Tax Systems plc ("Tax Systems" or the "Company")
Possible offer for Tax Systems by Bowmark
The Board of Tax Systems announces that it is in advanced
discussions with Bowmark Capital LLP ("Bowmark") in respect of a
possible cash offer for the entire issued and to be issued share
capital of the Company, at a price of 110 pence per Tax Systems
ordinary share.
There can be no certainty that an offer will be made by Bowmark
for Tax Systems, nor as to the terms on which any such offer may be
made.
In accordance with Rule 2.6(a) of the Code, Bowmark has until
5.00 p.m. (London time) on 7 March 2019 (or such later time and/or
date as may be agreed by the Takeover Panel (the "Panel")) either
to announce a firm intention to make an offer for Tax Systems in
accordance with Rule 2.7 of the Code or 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 Panel in accordance with
Rule 2.6(c) of the Code.
This announcement is made without the consent of Bowmark.
The Board of Tax Systems will issue a further statement if and
when appropriate.
Enquiries:
Tax Systems plc
Clive Carver, Chairman
Gavin Lyons, CEO +44 (0)1784 777
Kevin Goggin, CFO 700
Oakley Advisory Limited (Joint Financial Advisor to Tax
Systems)
Chris Godsmark / Marc Jones / Max Gilbert +44 (0) 207 766
/ Sarthak Sawlani 6900
finnCap (Joint Financial Advisor, Nomad and Broker to Tax
Systems)
Jonny Franklin-Adams / Henrik Persson / James +44 (0) 20 7220
Thompson 0500
Alma PR
+44 (0) 20 3405
Caroline Forde / Josh Royston / Susie Hudson 0209
Oakley Advisory Limited
Oakley Advisory Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Tax Systems and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Tax Systems for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
finnCap
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Tax Systems and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Tax Systems for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Tax Systems
confirms that as at close of business on 6February 2019 (being the
last Business Day prior to the date of this Announcement), it has
in issue 80,703,381 ordinary shares of 1 pence each, with one
voting right per share. The International Securities Identification
Number (ISIN) of Tax Systems' shares is GB00BDHLGB97.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.taxsystems.com by no later
than 12 noon (London time) on 8 February 2019. The content of the
website referred to in this announcement 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 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 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, 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.
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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