TIDMTUNG
RNS Number : 2500J
Tungsten Corporation PLC
25 April 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.
25 April 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 Scheme Document
On 24 March 2022, the boards of Tungsten Corporation plc (the
"Company" or "Tungsten") and Project California Bidco Limited
("Bidco"), a newly-formed vehicle, indirectly wholly-owned by Kofax
Parent Limited ("Kofax"), announced that they had reached an
agreement on the terms of a recommended cash offer pursuant to
which Bidco will acquire the entire issued and to be issued share
capital of Tungsten (the "Acquisition"), to be effected by means of
a court-sanctioned scheme of arrangement pursuant to Part 26 of the
Companies Act (the "Scheme").
Publication of the Scheme Document
The board of Tungsten is pleased to announce that a scheme
document in relation to the Scheme (the "Scheme Document"), which
includes, among other things, a letter from the Chairman of
Tungsten, the full terms and conditions of the Scheme, a statutory
explanatory statement, an expected timetable of principal events,
notices of the Court Meeting and the 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 Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting 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. All references to times in this
Announcement are to London, United Kingdom times unless stated
otherwise.
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, the
requisite majority of: (i) eligible Scheme Shareholders present and
voting physically in person or by proxy in favour of the Scheme at
the 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 General Meeting.
Notices of the Court Meeting and the General Meeting, both of
which will be held at the offices of Memery Crystal, 165 Fleet
Street, London EC4A 2DY on 18 May 2022, are set out in Part X
(Notice of Court Meeting) and Part XI (Notice of General Meeting)
of the Scheme Document. The Court Meeting will start at 10.00 a.m.
on that date and the General Meeting at 10.15 a.m. (or as soon
thereafter as the Court Meeting concludes or is adjourned).
Whilst COVID-19 restrictions have been lifted as at the date of
this Announcement, the COVID-19 situation is constantly evolving
and the UK Government may change current restrictions or implement
further measures relating to the holding of shareholder meetings.
As such, while Scheme Shareholders and Tungsten Shareholders will
be permitted to attend the Court and/or General Meeting in person
if they are entitled to and wish to do so (subject to any
applicable COVID-19 restrictions then in force), Tungsten
Shareholders and Scheme Shareholders are nevertheless encouraged to
appoint "the Chairman of the meeting" as their proxy for the
General Meeting and the Court Meeting, respectively. If any other
person is appointed as proxy and COVID-19 restrictions are
introduced which affect the holding of the Meetings, that proxy may
not be permitted to attend the relevant Meeting in person. Any
changes to the arrangements for the Court Meeting and the General
Meeting will be communicated to Scheme Shareholders and Tungsten
Shareholders before the Meetings, including through Tungsten's
website www.tungsten-network.com and by announcement through a
Regulatory Information Service.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Therefore, whether or not you intend to attend both
or either of the Court Meeting or the General Meeting, Scheme
Shareholders and Tungsten Shareholders are asked to complete and
return the enclosed blue and yellow Forms of Proxy (or appoint a
proxy electronically) in accordance with the instructions printed
thereon as soon as possible, but in any event so as to be received
by Tungsten's registrar, Equiniti, not later than 48 hours before
the relevant Meeting (excluding any part of such 48 hour period
falling on a day that is not a working day or, in the case of any
adjournment, not later than 48 hours before the time fixed for the
adjourned Meeting) .
Recommendation
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
its advice, Canaccord Genuity has taken into account the commercial
assessments of Tungsten Directors. Canaccord Genuity is providing
independent financial advice to the Tungsten Directors for the
purposes of Rule 3 of the Takeover Code.
In the absence of a higher offer, the Tungsten Directors intend
to recommend unanimously that, in the case of the Court Meeting,
the Scheme Shareholders and, in the case of the General Meeting,
the Tungsten Shareholders, vote in favour of the resolutions
relating to the Acquisition at the Meetings to be convened in due
course.
Tungsten Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Timetable
The Scheme Document 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 Court Meeting, the requisite majority of
eligible Tungsten Shareholders at the 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, 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).
Current Trading
Revenues for the 11 months to end March 2022 were GBP34.4
million, representing 6% year-on-year revenue growth on a constant
currency basis, with a number of potential new customer wins
targeted for FY22 now expected to move into FY23.
Foreign exchange is estimated to have negatively impacted
revenues to end March 2022 by GBP0.6 million on a period-on-period,
constant currency basis.
Whilst not quite yet at pre-Covid 19 levels of transactions
volumes, Tungsten has seen an increase in transaction volumes for
the 11 months to end March 2022 of 3% compared to the prior
period.
There have been 27 upsells for the period with FY22 revenue of
GBP0.7m and Total Contract Value ("TCV") of GBP1.5 million, and one
new customer Accounts Receivable win which now has a TCV of GBP0.1
million.
There has been significantly improved buyer retention, with a
YTD March 2022 loss of 3 Accounts Payable ("AP") Buyers with annual
recurring revenue ("ARR") of GBP0.1 million against a loss of 13 AP
buyers with ARR of GBP0.4 million for the prior period.
Costs have continued to be well controlled, and net cash as at
31 March 2022 was GBP2.8 million.
Adjusted EBITDA for the 11 months to end March 2022 was
approximately GBP4.9 million.
Information for Tungsten Shareholders
If you have any questions about this Announcement, the Scheme
Document, the Court Meeting or the 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
Karl Doyle
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.
Event Time and/or date(1)
Publication of the Scheme Document 25 April 2022
Latest date for Potential Competing 11 May 2022
Offerors to announce a formal
offer in accordance with Rule
2.7 of the Code
Latest time for lodging Forms
of Proxy for the:
Court Meeting (BLUE form) 10.00 a.m. on 16 May 2022
(2)
General Meeting (YELLOW form) 10.15 a.m. on 16 May 2022
(3)
Voting Record Time 6.30 p.m. on 16 May 2022
(4)
Court Meeting 10.00 a.m. on 18 May 2022
General Meeting 10.15 a.m. on 18 May 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 25 May 2022
Last day for dealings 26 May 2022
in, and for the registration
of transfer of, Tungsten
Shares
Scheme Record Time 6:00 p.m. on 26 May 2022
Disablement of CREST in 6:00 p.m. on 26 May 2022
respect of Tungsten Shares
Suspension of dealings by 7:30 a.m. on 27 May 2022
in Tungsten Shares
Effective Date of the 27 May 2022(6)
Scheme
Cancellation of admission by 7:30 a.m. on 30 May 2022
to trading of Tungsten
Shares
Latest date for despatch 10 June 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 Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting or, if the Court Meeting is
adjourned, 48 hours prior to the time fixed for any adjourned Court
Meeting (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 Court
Meeting is not lodged by 10.00 a.m. on 16 May 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 Court Meeting,
any time prior to the commencement of the Court Meeting (or any
adjournment thereof).
(3) In order to be valid, the YELLOW Forms of Proxy for the
General Meeting must be lodged not later than 10.15 a.m. on 16 May
2022 or, if the General Meeting is adjourned, 48 hours prior to the
time fixed for the adjourned General Meeting (excluding any part of
such 48 hour period falling on a day that is not a working
day).
(4) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. on the day which is two Business Days
prior to the date of the adjourned Meeting.
(5) To commence at 10.15 a.m. or as soon thereafter as the 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 this
Document, the Acquisition will become Effective during Q2 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 this Document 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.
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END
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