TIDMTAX
RNS Number : 0870T
Tax Systems PLC
15 March 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.
FOR IMMEDIATE RELEASE
15 March 2019
RECOMMED CASH ACQUISITION
of
Tax Systems plc ("Tax Systems" or "the Company")
by
Stripes Bidco Limited ("Bidco")
a wholly owned subsidiary of funds managed by Bowmark Capital
LLP and its affiliates
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Results of Court Meeting and General Meeting
The Directors of Tax Systems are pleased to announce that, at a
Court Meeting and General Meeting (each as defined below) which
were held earlier today, the shareholders of Tax Systems approved
by the requisite majorities all of the resolutions proposed at each
of the meetings in respect of the acquisition by Bidco of the
entire issued and to be issued share capital of Tax Systems (the
"Acquisition"). The Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement pursuant to Part 26 of the
Companies Act 2006 (the "Scheme"), full details of which were sent
to the shareholders of Tax Systems in the circular dated 21
February 2019 (the "Scheme Document"). On 12 March 2019, the
Company and Bidco announced that, in accordance with paragraph 7 of
the Scheme, they had reached agreement to modify the terms of the
Scheme to increase the price to be paid by Bidco from 110 pence to
115 pence per Scheme Share (as defined in the Scheme Document) and
the Court will be requested to sanction the Scheme as modified by
this agreement.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the Scheme
Document.
The number of Tax Systems Shares in issue at 6.00 p.m. on 13
March 2019, being the Scheme Voting Record Time, was
86,673,530.
Court Meeting
The first meeting, convened in accordance with an order of the
Court dated 18 February 2019, sought approval from Scheme
Shareholders (as defined in the Scheme Document) for the Scheme
(the "Court Meeting").
The resolution proposed at the Court Meeting was decided on a
poll. A majority in number of Scheme Shareholders who voted (either
in person or by proxy), representing 94.23 per cent by value of
those Scheme Shares (as defined in the Scheme Document) voted,
voted in favour of the resolution to approve the Scheme.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
Details of the votes cast were as follows:
No. of % of Scheme No. of % of % of
Scheme Shareholders Scheme Scheme Shares
Shareholders present and Shares Shares present
present and voting present present and
voting and and voting
voting voting as a %
of all
Scheme
Shares
in
issue
For 23 82.14% 75,184,264 94.23% 86.89%
------------------------ ------------------------ ------------------- ------------------- -------------------
Against 5 17.86% 4,604,610 5.77% 5.32%
------------------------ ------------------------ ------------------- ------------------- -------------------
Total 28 100.00% 79,788,874 100.00% 92.21%
------------------------ ------------------------ ------------------- ------------------- -------------------
General Meeting
The General Meeting (as defined in the Scheme Document) sought
approval for a special resolution for the purpose of giving effect
to the Scheme and associated amendments to the articles of
association of the Company, and an ordinary resolution to approve
the Rollover Arrangements and Sweet Equity Arrangements set out in
the Scheme Document (the "Resolutions"). The Resolutions were
decided on a poll and duly passed by the requisite majorities.
Details of the votes cast were as follows:
Special Resolution
No. of Shares % of Shares present % of Shares
present and voting and voting present and voting
as a % of the
issued share
capital of the
Company
For 75,329,909 94.24% 86.91%
------------------------------- ------------------------------- ------------------------------
Against 4,604,610 5.76% 5.31%
------------------------------- ------------------------------- ------------------------------
Total 79,934,519 100.00% 92.22%
------------------------------- ------------------------------- ------------------------------
Ordinary Resolution
No. of Shares % of Shares present % of Shares
present and voting and voting present and voting
as a % of the
issued share
capital of the
Company
For 75,178,100 94.23% 86.73%
------------------------------- ------------------------------- ------------------------------
Against 4,607,165 5.77% 5.32%
------------------------------- ------------------------------- ------------------------------
Total 79,785,265 100.00% 92.05%
------------------------------- ------------------------------- ------------------------------
Next Steps and Key Dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme by the Court.
The date of the Court hearing to sanction the Scheme is expected
to be 22 March 2019.
It is intended that dealings in Tax Systems Shares will be
suspended at 7.30 a.m. on 25 March 2019.
Subject to the Court approving the Scheme and the Scheme Court
Order being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will come into effect on 25 March
2019.
If the Court sanctions the Scheme it is intended that the
admission to trading of Tax Systems Shares on AIM will be cancelled
with effect from 7.00 a.m. on 26 March 2019.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected by not later than 8 April
2019.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to Tax Systems Shareholders by
announcement through a Regulatory Information Service.
A full indicative timetable is contained on page 9 of the Scheme
Document.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Enquiries:
Tax Systems plc Tel: +44 (0) 1784
777 700
Clive Carver / Kevin Goggin
Oakley (Lead Financial Adviser and Joint Tel: +44 (0) 20 7766
Rule 3 Adviser to Tax Systems) 6900
Chris Godsmark / Marc Jones / Max Gilbert
/ Sarthak Sawlani
finnCap (Joint Rule 3 Adviser, Nominated Tel: +44 (0) 20 7220
Adviser and Broker to Tax Systems) 0500
Jonny Franklin-Adams / Henrik Persson / James
Thompson
Further information
This announcement 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Tax Systems in any jurisdiction in contravention of
applicable law. The Scheme Document contains the full terms and
conditions of the Acquisition including details of how to vote in
respect of the Scheme. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document.
Oakley Advisory, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser to
Tax Systems and for no-one else in connection with the Acquisition
and will not be responsible to anyone other than Tax Systems for
providing the protections afforded to its clients nor for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as financial adviser, nominated adviser and
broker to Tax Systems and for no-one else in connection with the
Acquisition and will not be responsible to anyone other than Tax
Systems for providing the protections afforded to its clients nor
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Overseas jurisdictions
The availability of the Acquisition to Tax Systems 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.
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 about, and
observe, any applicable requirements. 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with English law, the
AIM Rules, the rules of the London Stock Exchange and the Code and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any jurisdiction where to do so would violate the laws of
that jurisdiction.
Notice to US Investors
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. Under the present circumstances, a
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to UK disclosure
requirements and practices, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been or
will have been prepared in accordance with IFRS 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 US.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Acquisition by a direct or
indirect US Holder as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Tax Systems
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Tax
Systems is located outside the US, and some or all of its officers
and directors may be residents of countries other than the US. US
Holders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of 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.
In accordance with the Code, normal UK practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Tax Systems Shares
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. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Tax Systems and
Bidco 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
Tax Systems and Bidco 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
Acquisition on Tax Systems and Bidco, the expected timing and scope
of the Acquisition 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", "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 Tax
Systems and Bidco believe that the expectations reflected in such
forward-looking statements are reasonable, Tax Systems and Bidco
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
consummate the Acquisition; the satisfaction of other Conditions on
the proposed terms and schedule; the ability of Tax Systems and
Bidco to successfully integrate their respective operations and
retain key employees; the potential impact of the announcement or
consummation of the Acquisition on relationships, including with
employees, suppliers, customers and competitors; and changes in
general economic, business and political conditions; the combined
company's ability to make acquisitions and its ability to integrate
or manage such acquired businesses. 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. Neither
Tax Systems nor Bidco, 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 undue reliance
on these forward-looking
statements. Other than in accordance with their legal or
regulatory obligations (including under the AIM Rules and the
Disclosure Guidance and Transparency Rules of the FCA, as
applicable), neither Tax Systems nor Bidco is under any obligation,
and Tax Systems and Bidco 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.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share, for Bidco or Tax Systems, respectively
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per
ordinary share for Bidco or Tax Systems, respectively.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tax Systems' website at
www.taxsystems.com/announcements by no later than 12 noon (London
time) on the Business Day following the date of this announcement
and will continue to be made available on these websites during the
Offer Period. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement by submitting a
request in writing to Computershare, Corporate Actions Projects,
Bristol BS99 6AH or by calling Computershare on 0370 707 1238 or
+44 370 707 1238 if calling from outside the United Kingdom. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8:30 am
and 5:30 pm, Monday to Friday excluding public holidays in England
and Wales. Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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. You may also
request that all future announcements, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
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
MSCEAXDSFAPNEFF
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