TIDMTUNG
RNS Number : 7825V
Kofax Holdings International Ltd
15 December 2021
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 OR REGULATION OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT
ANY SUCH OFFER WILL BE MADE. THIS ANNOUNCEMENT IS MADE BY KOFAX
HOLDINGS INTERNATIONAL LIMITED ON BEHALF OF KOFAX, INC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 December 2021
Kofax, Inc.
Statement Regarding Possible Offer for Tungsten Corporation
Plc
Further to the announcement made by Tungsten Corporation Plc
("Tungsten") yesterday, 14 December 2021, Kofax, Inc. ("Kofax")
confirms that it has been in discussions with the Board of Tungsten
regarding a possible cash offer for the issued and to be issued
share capital of Tungsten (the "Possible Offer") at a price of 40
pence per ordinary share of 0.438p each in Tungsten ("Tungsten
Ordinary Shares").
Kofax has received an irrevocable undertaking from associates of
Mr Edmund Truell, co-founder of Tungsten, to support the Possible
Offer, should a formal offer be made, in respect of Tungsten
Ordinary Shares which are owned by Issus LP and Long Term Assets
Limited (together the "Truell Associates"). The irrevocable
undertaking is in respect of the Truell Associates' entire current
holding (representing approximately 14.7 per cent of Tungsten's
issued ordinary share capital), together with Tungsten Ordinary
Shares that they have the option (but are not required by the
irrevocable undertaking) to reacquire which are currently held as
collateral pursuant to a facility agreement (representing up to
approximately a further 3.6 per cent of Tungsten's issued ordinary
share capital), and therefore the irrevocable undertaking is in
respect of up to approximately 18.2 per cent. in total of
Tungsten's issued ordinary share capital. Further details regarding
the irrevocable undertaking are set out in Appendix 1.
Kofax has further today been notified by the Truell Associates
that Issus LP has today exercised its option to re-acquire
3,000,000 of the 4,500,000 Tungsten Ordinary Shares subject to the
facility agreement with Equities First Holdings, LLC (further
details of which are included in Appendix 1). Kofax understands
that an option over the remaining 1,500,000 Tungsten Ordinary
Shares is exercisable on 11 January 2022 and the Truell Associates
have communicated to Kofax that it is the present intention of
Issus LP to exercise that option.
Tungsten has confirmed that pursuant to Rule 2.6(a) of the Code
requires that Kofax must, by no later than 5.00 p.m. on 11 January
2022, either announce a firm intention to make an offer for
Tungsten in accordance with Rule 2.7 of the Code or announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can only be extended with the consent of the
Panel in accordance with Rule 2.6(c) of the Code.
This announcement is not a firm intention to make an offer and
discussions between the parties and customary due diligence are
ongoing and remain at an early stage. Accordingly, there can be no
certainty that an offer will be made. A further announcement will
be made if and when appropriate.
Pursuant to Rule 2.5 of the Code, Kofax reserves the right to
vary the form and/or mix of the offer consideration and vary the
transaction structure. Kofax also reserves the right to amend the
terms of any offer (including making an offer at a lower
value):
a) with the recommendation or consent of the Tungsten board;
b) if Tungsten announces, declares or pays any dividend or any
other distribution or return of value to shareholders after the
date of this announcement, in which case Kofax reserves the right
to make an equivalent adjustment to the terms of the price of the
Possible Offer;
c) following the announcement by Tungsten of a whitewash transaction pursuant to the Code; or
d) if a third party announces a firm intention to make an offer
for Tungsten on less favourable terms.
Enquiries:
Kofax Inc.
Karl Doyle mediarelations@kofax.com
Amanda Ingalls
Shore Capital (Financial Adviser to
Kofax) +44 (0)20 7408 4090
Stephane Auton/Daniel Bush (Corporate
Advisory)
Guy Wiehahn (Corporate Broking)
Disclaimers
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of any
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 this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Tungsten Corporation plc who are not resident in
the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders of
Tungsten Corporation plc who are not resident in the United Kingdom
will need to inform themselves about, and observe, any applicable
requirements.
Shore Capital & Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively "Shore
Capital") which are authorised and regulated by the Financial
Conduct Authority in the United Kingdom, are acting exclusively for
Kofax Inc. and for no-one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Kofax Inc. for providing the protections afforded to
clients of Shore Capital, or for providing advice in relation to
the possible offer or any other matter referred to herein. Neither
Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or 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 or otherwise.
Disclosure requirements of the Takeover Code (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(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.
Rule 26.1 disclosure
In accordance with Rule 26.1, a copy of this announcement will
be made available, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Kofax's website at
www.kofax.com/tungsten by no later than noon (London time) on the
day following this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Appendix 1 - Details of the Truell Associates' Irrevocable
Kofax has received an irrevocable undertaking from Issus LP and
Long Term Assets Limited, associates of Mr Edmund Truell, in
respect of the Truell Associates' entire current holding of
18,542,558 Tungsten Ordinary Shares (17,983,199 owned by Issus LP
and 559,359 owned by Long Term Assets Limited), representing
approximately 14.7 per cent. of Tungsten's entire issued share
capital, to vote in favour of or accept a firm offer announced
under Rule 2.7 of the Code by Kofax.
The irrevocable undertaking also applies to holdings in Tungsten
Ordinary Shares otherwise acquired in the period from the date of
the irrevocable undertaking until it lapses. The Truell Associates
have the option, but are not required by the irrevocable
undertaking, to reacquire control of a further 4,500,000 Tungsten
Ordinary Shares, representing approximately a further 3.6 per cent.
of Tungsten's issued share capital which it transferred as
collateral pursuant to a facility agreement entered into between
Issus LP and Equities First Holdings, LLC dated 14 October 2016.
The irrevocable undertaking is therefore in respect of up to
approximately 18.2 per cent. in total of Tungsten's issued ordinary
share capital.
The irrevocable undertaking will lapse if: (a) Kofax has not
released a formal offer announcement under Rule 2.7 of the Code for
Tungsten at 40p per Tungsten Ordinary Share by 31 December 2021 or
such later time as may be agreed between Kofax and the Truell
Associates; (b) Kofax announces publicly or informs the Truell
Associates in writing that it does not intend to make a formal
offer for Tungsten under Rule 2.7 of the Code; (c) the offer
lapses, is withdrawn in accordance with its terms, or does not
become effective by 30 August 2022 or, if later, by the long stop
date defined in a formal offer announcement; (d) a competing offer
for Tungsten is made at an offer price of more than 49.9 pence per
Tungsten Ordinary Share and Kofax has not announced a further offer
at an offer price at least equal to the offer price of the
competing offer within 28 days of the announcement of the competing
offer; or (e) if a competing offer is declared wholly unconditional
or, if proceeding by way of a scheme of arrangement, becomes
effective.
Appendix 2 - Bases and Sources
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
-- References to percentage ownership of Tungsten have been
based on Tungsten's total voting rights last publicly announced
before at the date of this announcement, being: 126,537,962
Tungsten Ordinary Shares.
-- Certain figures included in this announcement have been subject to rounding adjustments.
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