TIDMTUNG
RNS Number : 7714K
Tungsten Corporation PLC
09 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.
9 May 2022
Statement re Recommended Cash Offer
for
Tungsten Corporation plc
by
Pagero Group AB
The Board of Tungsten Corporation plc ("Tungsten" or the
"Company") notes the announcement made by Pagero Group AB (publ)
("Pagero") earlier today regarding the recommended cash offer for
Tungsten by Pagero (the "Rule 2.7 announcement").
The Rule 2.7 Announcement has been reproduced below.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at https://www.tungsten-network.com by no later than
12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
The person responsible for arranging the release of this
announcement on behalf of Tungsten is Patrick Clark.
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 IR) Tel: +44 (0) 20 7920 3150
Heather Armstrong tungstencorp@tavistock.co.uk
Katie Hopkins
About Tungsten Corporation plc
Tungsten Corporation (AIM: TUNG) is the world's largest,
compliant business transaction network. A leading global electronic
invoicing and purchase order transactions network; Tungsten's
mission is centred on enabling a touchless invoice process allowing
businesses around the globe to gain maximum value from their
invoice process.
Tungsten processes invoices for 60% of the FTSE 100 and 68% of
the Fortune 500. It enables suppliers to submit tax compliant
e-invoices in 54 countries, and last year processed transactions
worth over 220 billion for organisations such as Caesars
Entertainment, Computacenter, GlaxoSmithKline, Kraft Foods, Mohawk
Industries, Mondelēz International, Procter & Gamble, Shaw
Industries, Unilever, and the US Federal Government.
Founded in 2000 and headquartered in London, Tungsten has
offices in the US, Bulgaria, and Malaysia, employing over 227
people.
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.
Publication on website
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 Proposal 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 Proposal 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.
.......................................................................................................................................
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART
OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 . UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN .
For immediate release
9 May 2022
RECOMMED CASH OFFER
for
TUNGSTEN CORPORATION PLC ("TUNGSTEN")
by
PAGERO GROUP AB (PUBL) ("PAGERO")
Summary and Highlights
-- The boards of directors of Tungsten and Pagero are pleased to
announce that they have agreed the terms of a recommended all cash
offer to be made by Pagero to acquire the entire issued and to be
issued ordinary share capital of Tungsten (the "Offer").
-- Under the terms of the Offer, which shall be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and to be set out in the Offer Document, Tungsten
Shareholders shall be entitled to receive:
for each Tungsten Share 48 pence in cash ( the "Offer Price").
-- The Offer Price represents a premium of approximately:
- 65.52 per cent. to the Closing Price per Tungsten Share of
29.00 pence on 13 December 2021 (being the last Business Day prior
to the commencement of the Offer Period);
- 5.84 per cent. to the Closing Price per Tungsten Share of
45.35 pence on 6 May 2022 (being the latest practicable date prior
to the date of this Announcement (the "Last Practicable
Date"));
- 59.15 per cent. to the volume weighted average price per
Tungsten Share of 30.16 pence over the six (6) month period ending
on and including 13 December 2021 (being the last Business Day
prior to the commencement of the Offer Period); and
- 58.78 per cent. to the volume weighted average price per
Tungsten Share of 30.23 pence over the twelve (12) month period
ending on and including 13 December 2021 (being the last Business
Day prior to the commencement of the Offer Period).
-- The Offer values the entire issued and to be issued ordinary
share capital of Tungsten at approximately GBP61.49 million on a
fully diluted basis.
-- The Offer represents an increase of 6 pence per Tungsten
Share and, in aggregate, approximately GBP7.75 million in the total
offer value on a fully diluted basis, to the terms of the offer
announced on 24 March 2022 by Kofax Holdings International Limited,
via Kofax Parent Limited's indirect wholly-owned subsidiary,
Project California Bidco Limited, of 42 pence in cash for each
Tungsten Share.
-- If, on or after the date of this Announcement, any dividend,
distribution or other return of value (including any return of
capital) is announced, declared, made or paid by Tungsten or
becomes payable in respect of Tungsten Shares, Pagero reserves the
right to reduce the consideration payable under the terms of the
Offer by an amount up to the aggregate amount of such dividend,
distribution or other return of value, in which case any references
in this Announcement to the consideration payable under the terms
of the Offer will be deemed to be a reference to the consideration
as so reduced . In such circumstances, Tungsten Shareholders would
be entitled to retain any such dividend, distribution or other
return of value declared, made or paid.
Pagero overview and background to and reasons for the Offer
-- Founded in 1999 and based in Gothenburg, Sweden, Pagero is a
public limited liability company incorporated in Sweden whose
shares are admitted to trading on the Nasdaq First North Growth
Market. Pagero provides a global open and cloud-based smart
business network that connects buyers, suppliers, partners, banks
and governments in order to digitise and automate the
purchase-to-pay ("P2P") and order-to-cash ("O2C") processes,
including the communication of order messages, delivery documents,
price catalogues, invoices and payments. Its self-developed network
is purpose-built to integrate quickly and easily with customers'
existing systems for secure and seamless communication with
suppliers and customers, regardless of the formats or service
providers used.
-- Pagero's vision is to make the buying and selling process
easy and convenient for businesses and it aims to build the world's
largest open business network for communication between companies.
In addition to ensuring compliance with local rules and
regulations, its network benefits customers in terms of increased
productivity, efficiency and cost savings, as well as access to
complete and accurate data. Digitisation, combined with an ability
to validate, correct and visualise data, opens up new opportunities
for process automation, increased control and traceability, whilst
reducing risk and delivering sustainability/environmental benefits.
Pagero serves customers in over 140 countries across multiple
industry sectors, including healthcare, aviation, manufacturing,
public sector and technology, with more than 30 offices and over
600 employees globally.
-- In order to enhance its market position, presence and
customer experience, Pagero is pursuing an ambitious development
strategy, involving both strong organic growth and selective
international expansion through targeted acquisitions. The Pagero
Board believes that the Offer represents a compelling opportunity
to acquire a well-established global provider of supplier
automation and electronic document distribution solutions, for
digitising the invoicing process, which would serve to strengthen
Pagero's position, particularly in the U.S. and U.K. markets,
extend the reach of its smart business network and improve its
overall offering through, inter alia, the addition of Tungsten's
proven capabilities within P2P.
-- In addition, the combination of the two entities will result
in increased resources both within sales execution and R&D,
focusing on growth opportunities and product development. Certain
cost savings and synergies are also expected to arise, thereby
creating possibilities for additional investment in the enlarged
group's business. The Pagero Board believes such investment will
lead to the creation of sustainable market leading solutions for
the enlarged group, in terms of both technology and users, and
thereby deliver increased market share.
-- The Pagero Directors further believe that Tungsten represents
an attractive strategic and cultural fit with Pagero and have been
impressed by the engagement and enthusiasm of the Company's senior
management and key individuals in their interactions to date.
Tungsten Directors' recommendation
-- In light of the proposal put forward by Pagero as compared to
the Kofax Offer, the Tungsten Directors, who have been so advised
by Canaccord Genuity as to the financial terms of the Offer,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the Tungsten Directors, Canaccord Genuity
has 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
Code.
-- Accordingly, the Tungsten Directors unanimously intend to
recommend that Tungsten Shareholders accept or procure the
acceptance of the Offer (or in the event that the Offer is
implemented by way of a Scheme, vote or procure the vote in favour
of the Scheme at the requisite Court meeting and the resolutions
relating to the Offer at a general meeting of Tungsten) .
-- Given their intended recommendation of the Offer, the
Tungsten Directors have decided unanimously to withdraw their
recommendation of the Kofax Offer and propose to adjourn the Kofax
Offer Shareholder Meetings convened for 18 May 2022 to consider the
Kofax Offer .
Irrevocable undertakings
-- Pagero has received irrevocable undertakings to accept or
procure acceptance of the Offer (or in the event that the Offer is
implemented by way of a Scheme, vote in favour of a Scheme at the
requisite Court meeting and the resolutions to be proposed at a
general meeting of Tungsten, as necessary) from Herald Investment
Management Limited, Odey Asset Management LLP and Samson Rock
Capital LLP, in respect of a total of 45,901,378 Tungsten Shares,
representing approximately 36.27 per cent. of Tungsten's existing
issued ordinary share capital on the Last Practicable Date.
-- Further details of the irrevocable undertakings (and the
circumstances in which they shall cease to be binding or otherwise
fall away) are set out in Appendix 3 to this Announcement.
Information on Tungsten
-- Tungsten is the world's largest compliant business
transaction network. A leading global electronic invoicing and
purchase order transactions network, Tungsten's mission is centred
on enabling a touchless invoice process allowing businesses around
the globe to gain maximum value from their invoice process.
-- Tungsten processes invoices for 60 per cent. of the FTSE 100
and 68 per cent. of the Fortune 500 constituents. It enables
suppliers to submit tax compliant e-invoices in 54 countries, and
last year processed transactions worth over GBP220 billion for
organisations such as Caesars Entertainment, Computacenter,
GlaxoSmithKline, Kraft Foods, Mohawk Industries, Mondelēz
International, Procter & Gamble, Shaw Industries, Unilever and
the U.S. Federal Government.
-- Founded in 2000 and headquartered in London, Tungsten has
offices in the U.S., Bulgaria and Malaysia, employing over 227
people.
Timetable and Conditions
-- It is intended that the Offer will be implemented by way of a
contractual takeover offer (as defined in Part 28 of the Companies
Act). The Offer will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions to be set out in the Offer Document.
-- As described in and subject to Appendix 1 and the rules of
the Code, the Acceptance Condition shall be satisfied once valid
acceptances of the Offer have been received in respect of 75 per
cent. in nominal value of the Tungsten Shares to which the Offer
relates and of the voting rights attached to those shares.
-- Pagero may decide to waive the Acceptance Condition down to a
lesser percentage subject to and in accordance with the terms of
the Acceptance Condition and Rule 10 of the Code.
-- Pagero reserves the right, with the consent of the Panel, to
elect to implement the acquisition of the Tungsten Shares by way of
a scheme of arrangement of Tungsten under Part 26 of the Companies
Act.
-- Subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix 1, it is expected that
the Offer will become or be declared unconditional in the second
half of 2022.
-- The Offer Document, containing, inter alia, further
information about the Offer and the procedure for acceptance, shall
be despatched as soon as practicable and, in any event, within
twenty-eight (28) days of this Announcement.
Commenting on the Offer, Tony Bromovsky, Chairman of Tungsten,
said :
"The Board of Tungsten is pleased to recommend Pagero's cash
offer for Tungsten which represents an increase of 6 pence to
Kofax's offer of 42 pence per Tungsten Share and an approximate
65.52 per cent. premium to the undisturbed share price on 13
December 2021. This Offer provides our shareholders with even
greater value in cash for their shares, as well as providing
Tungsten with a strong and complementary partner to invest in our
product development and enhance our offering for our global
customer base."
Commenting on the Offer, Bengt Nilsson, Chief Executive Officer
of Pagero, said :
"Pagero's acquisition of Tungsten, when fully integrated, will
create a business of significant scale and potential in the smart
business networks and electronic document interchange space and
enhance global career opportunities for employees of both entities
who are key to our ongoing success. With highly complementary
offerings and capabilities and access to Tungsten's industry
expertise and highly skilled workforce, the combination will
reinforce Pagero's already robust position in the U.S. and U.K.
markets, whilst Tungsten's wider international presence and
operational resources will also provide an enhanced platform and
cross-selling opportunities to accelerate the enlarged group's
future growth, investment and reach in other key regions where
increasing regulation around digitalisation and the use of
e-invoicing offers significant potential for long-term value
creation.
Our recommended Offer also provides Tungsten Shareholders with
the certainty of a cash exit, in full, at a substantial and
attractive premium, including to that of the offer from Project
California Bidco Limited and over the price of a Tungsten Share
prior to the commencement of the Offer Period and against a
backdrop of continued global macroeconomic uncertainty."
This summary should be read in conjunction with, and is subject
to, the following full text of this Announcement (including the
appendices) .
The Offer shall be subject to the Conditions and further terms
set out in Appendix 1 to this Announcement and to the full terms
and conditions which shall be set out in the Offer Document.
Appendix 2 to this Announcement contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains details of the irrevocable
undertakings received in relation to the Offer. Appendix 4 contains
definitions of certain terms used in this summary and in this
Announcement.
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Tungsten's website at
www.tungsten-network.com/takeover-documentation and on Pagero's
website at www.pagero.com/investors, along with certain other
documentation required to be posted online pursuant to the Code, by
no later than 12 noon (London time) on 10 May 2022. For the
avoidance of doubt, the content of the websites referred to in this
Announcement is not incorporated into and does not form part of
this Announcement.
Enquiries :
Pagero Group AB Tel: +46 31 730 88 00
Bengt Nilsson, Chief Executive
Officer
Strand Hanson Limited (Financial Adviser Tel: +44 (0) 20
to Pagero) 7409 3494
Stuart Faulkner
Matthew Chandler/James Dance
Abigail Wennington/Ana Ercegovic
Tungsten Corporation plc Tel: +44 (0) 20
Paul Cooper, Chief Executive Officer 7280 6980
Canaccord Genuity Limited (Financial Adviser, Tel: +44 (0) 20
Nominated Adviser and Corporate Broker to 7523 8300
Tungsten)
Simon Bridges
Andrew Potts
White & Case LLP has been retained as English legal adviser
to Pagero.
RBG Legal Services Limited, trading as Memery Crystal, has been
retained as legal adviser to Tungsten.
Important Notices
Strand Hanson Limited, which is authorised and regulated in the
U.K. by the Financial Conduct Authority, is acting exclusively as
financial adviser to Pagero and no one else in connection with the
Offer and will not be responsible to anyone other than Pagero for
providing the protections afforded to clients of Strand Hanson
Limited, nor for providing advice in connection with the Offer or
any other matter referred to herein.
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting as financial adviser to
Tungsten and no one else in connection with the matters described
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 connection
with the matters referred to herein. Neither Canaccord Genuity
Limited nor any of its 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 Canaccord Genuity Limited in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, or 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 Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Tungsten pursuant to the Offer or otherwise in any jurisdiction in
contravention of applicable laws.
The Offer will be made solely by means of the Offer Document and
(in respect of Tungsten Shares held in certificated form) the Form
of Acceptance accompanying the Offer Document, which will,
together, contain the full terms and conditions of the Offer
including details of how it may be accepted. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Offer Document and
(in respect of Tungsten Shares held in certificated form) the Form
of Acceptance accompanying the Offer Document.
The Offer Document and the Form of Acceptance will be made
available to all Tungsten Shareholders at no cost to them. Tungsten
Shareholders are advised to read the Offer Document and (in respect
of Tungsten Shares held in certificated form) the Form of
Acceptance accompanying the Offer Document carefully when they
become available because they will contain important information in
relation to the Offer. This Announcement does not constitute a
prospectus, prospectus equivalent document or an exempted
document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom or
Sweden may be restricted by law. Persons who are not resident in
the United Kingdom or Sweden or who are subject to other
jurisdictions should inform themselves of, 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 Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This Announcement has been prepared for the purpose of complying
with applicable English law, Swedish law, the Code, the AIM Rules,
the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules, 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 or Sweden.
Unless otherwise determined by Pagero or required by the Code,
and permitted by applicable law and regulation, the Offer shall not
be made available, directly or indirectly, in, into or from, and
will not be capable of acceptance in or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Offer by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all formal documents relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
formal documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Offer to Tungsten Shareholders who are
not resident in and citizens of the United Kingdom or Sweden 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 United Kingdom or Sweden should inform themselves
of, and observe, any applicable requirements. Further details in
relation to overseas Tungsten Shareholders will be contained in the
Offer Document.
The Offer shall be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the AIM Rules, the
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules.
Additional information for U.S. investors
The Offer relates to shares of an English company and is
proposed to be effected by means of a Takeover Offer. The Offer
shall be made in compliance with all applicable laws and
regulations of the United Kingdom and the United States, including
any applicable exemptions under the U.S. Securities Exchange Act of
1934 (the "U.S. Exchange Act").
In accordance with normal United Kingdom practice and pursuant
to Rule 14e-5(b) of the U.S. Exchange Act, Pagero 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 the Offer during the period in which
such Offer would remain open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. If such purchases or
arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including United Kingdom laws and the U.S. Exchange Act. Any such
purchases by Pagero or its affiliates will not be made at prices
higher than the price of the Offer provided in this Announcement
unless the price of the Offer is increased accordingly. Any
information about such purchases or arrangements to purchase shall
be disclosed as required in the United Kingdom, shall be reported
to a Regulatory Information Service and shall be available on the
London Stock Exchange's website at www.londonstockexchange.com. To
the extent that such information is required to be publicly
disclosed in the United Kingdom in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
However, if Pagero were to elect to implement the Offer by means
of a Scheme of Arrangement under the laws of England and Wales,
such Scheme would not be subject to the tender offer rules or the
proxy solicitation rules under the U.S. Exchange Act. Accordingly,
the Offer would be subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
Neither the Offer nor this Announcement have been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer, or determined if the information contained in this
Announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
The receipt of consideration by a U.S. holder for the transfer
of its Tungsten Shares pursuant to the Offer shall be a taxable
transaction for United States federal income tax purposes. Each
Tungsten Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to them, including under applicable United
States state and local, as well as overseas and other, tax
laws.
Financial information relating to Tungsten included in this
Announcement and to be included in the Offer Document has been or
shall have been prepared in accordance with accounting standards
applicable in the United Kingdom 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.
Pagero is organised under the laws of Sweden and Tungsten is
organised under the laws of England and Wales. Some or all of the
officers and directors of Pagero and Tungsten, respectively, are
residents of countries other than the United States. In addition,
some of the assets of Pagero and Tungsten are located outside the
United States. As a result, it may be difficult for U.S. holders of
Tungsten Shares to effect service of process within the United
States upon Pagero or Tungsten or their respective officers or
directors or to enforce against them a judgement of a U.S. court
predicated upon the federal or state securities laws of the United
States.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Tungsten, any member of
the Tungsten Group, Pagero or any member of the Pagero Group
contain statements which are, or may be deemed to be,
"forward--looking statements" (including "forward--looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995). Such forward--looking statements
are prospective in nature and are not based on historical facts,
but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
Tungsten, any member of the Tungsten Group, Pagero or any member of
the Pagero Group shall operate in the future and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.
The forward--looking statements contained in this Announcement
relate to Tungsten, any member of the Tungsten Group, Pagero or any
member of the Pagero Group's future prospects, developments and
business strategies, the expected timing and scope of the Offer and
other statements other than historical facts. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects", "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Tungsten, any member of the Tungsten Group,
Pagero or any member of the Pagero Group's operations; and (iii)
the effects of global economic conditions on Tungsten, any member
of the Tungsten Group, Pagero or any member of the Pagero Group's
business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include, but are not limited to: changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates, future business combinations or disposals, and any
epidemic, pandemic or disease outbreak. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of Tungsten, any member of the Tungsten Group, Pagero or
any member of the Pagero Group, 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 shall actually occur. Given these risks and
uncertainties, you are cautioned not to place any reliance on
forward--looking statements.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Pagero Group or
Tungsten Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Tungsten, each member of the Tungsten Group, Pagero and each
member of the Pagero Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 per cent. 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 p.m.
(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.
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 Pagero during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on websites and availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26 of the Code shall be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Pagero's and Tungsten's websites at
www.pagero.com/investors and at
www.tungsten-network.com/takeover-documentation/ respectively, 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 into and do not form part of
this Announcement.
Tungsten Shareholders may request a hard copy of this
Announcement by contacting Tungsten's registrars, Equiniti, either
in writing to Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA, United Kingdom or by calling +44 (0)371 3842030. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form. Calls outside the U.K. will be charged at the
applicable international rate. Lines are open between 8.30 a.m. and
5.30 p.m. 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 them in relation to the Offer should be
in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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 the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART
OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 . UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN .
9 May 2022
Recommended Cash Offer
for
TUNGSTEN Corporation plc ("TUNGSTEN")
by
PAGERO GROUP AB (PUBL) ("PAGERO")
1. Introduction
The boards of directors of Tungsten and Pagero are pleased to
announce that they have agreed the terms of a recommended all cash
offer to be made by Pagero to acquire the entire issued and to be
issued ordinary share capital of Tungsten (the "Offer").
The Offer, to be made by way of a takeover offer pursuant to
Part 28 of the Companies Act, will be conditional on valid
acceptances of the Offer being received in respect of not less than
75 per cent. (or such lower percentage as Pagero may decide) in
nominal value of Tungsten Shares to which the Offer relates and of
the voting rights attached to those shares then normally
exercisable at general meetings of Tungsten.
2. The Offer
Under the terms of the Offer, which shall be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and to be set out in the Offer Document, Tungsten
Shareholders shall be entitled to receive:
for each Tungsten Share 48 pence in cash (the "Offer Price")
.
The Offer Price represents a premium of approximately:
-- 65.52 per cent. to the Closing Price per Tungsten Share of
29.00 pence on 13 December 2021 (being the last Business Day prior
to the commencement of the Offer Period);
-- 5.84 per cent. to the Closing Price per Tungsten Share of
45.35 pence on 6 May 2022 (being the latest practicable date prior
to the date of this Announcement (the "Last Practicable
Date"));
-- 59.15 per cent. to the volume weighted average price per
Tungsten Share of 30.16 pence over the six (6) month period ending
on and including 13 December 2021 (being the last Business Day
prior to the commencement of the Offer Period); and
-- 58.78 per cent. to the volume weighted average price per
Tungsten Share of 30.23 pence over the twelve (12) month period
ending on and including 13 December 2021 (being the last Business
Day prior to the commencement of the Offer Period).
The Offer values the entire issued and to be issued ordinary
share capital of Tungsten at approximately GBP61.49 million on a
fully diluted basis.
The Offer represents an increase of 6 pence per Tungsten Share
and, in aggregate, approximately GBP7.75 million in the total offer
value on a fully diluted basis, to the terms of the offer announced
on 24 March 2022 by Kofax Holdings International Limited, via Kofax
Parent Limited's indirect wholly-owned subsidiary, Project
California Bidco Limited of 42 pence in cash for each Tungsten
Share.
The Tungsten Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equities, encumbrances,
rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto,
including without limitation voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
announced, declared, made or paid with a record date on or after
the date of this Announcement.
If, on or after the date of this Announcement any dividend,
distribution or other return of value (including any return of
capital) is announced, declared, made or paid by Tungsten or
becomes payable in respect of Tungsten Shares, Pagero reserves the
right to reduce the consideration payable under the terms of the
Offer by an amount up to the aggregate amount of such dividend,
distribution or other return of value, in which case any references
in this Announcement to the consideration payable under the terms
of the Offer will be deemed to be a reference to the consideration
as so reduced . In such circumstances, Tungsten Shareholders would
be entitled to retain any such dividend, distribution or other
return of value declared, made or paid.
It is expected that the Offer Document shall be despatched to
Tungsten Shareholders as soon as reasonably practicable and, in any
event, within twenty-eight (28) days of this Announcement. Subject
to the satisfaction or waiver of the Conditions and the further
terms set out in Appendix 1, it is expected that the Offer will
become or be declared unconditional in the second half of 2022.
3. Background to and reasons for the Offer
The Pagero Board believes that the Offer represents a compelling
opportunity to acquire a well-established global provider of
supplier automation and electronic document distribution solutions,
for digitising the invoicing process, which would serve to
strengthen Pagero's global position in the U.S. and U.K. markets,
extend the reach of its smart business network and improve its
overall offering, through, inter alia, the addition of Tungsten's
proven capabilities within P2P.
In addition, the combination of the two entities will result in
increased resources both within sales execution and R&D,
focusing on growth opportunities and product development. Certain
cost savings and synergies are also expected to arise, thereby
creating possibilities for additional investment in the enlarged
group's business. The Pagero Board believes such investment will
lead to the creation of sustainable market leading solutions for
the enlarged group, in terms of both technology and users, and
thereby deliver increased market share.
The Pagero Directors further believe that Tungsten represents an
attractive strategic and cultural fit with Pagero and have been
impressed by the engagement and enthusiasm of the Company's senior
management and key individuals in their interactions to date.
Following successful completion of the Offer, when fully
integrated, the acquisition will create a business of significant
scale with enhanced global opportunities for employees of both
entities and significant potential for long-term value creation in
an environment of increasing global regulation and technological
development driving demand for digitalisation and greater up-take
of fully digitised business processes.
The Pagero Directors are also of the view that, as part of the
Pagero Group, the Company will be released from the requirement to
meet the U.K. public equity market's shorter-term expectations and
would be able to eliminate the regulatory burden, constraints and
numerous expenses associated with maintaining a U.K. public
listing.
4. Recommendation
In light of the proposal put forward by Pagero as compared to
the Kofax Offer, the Tungsten Directors, who have been so advised
by Canaccord Genuity as to the financial terms of the Offer,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the Tungsten Directors, Canaccord Genuity
has 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
Code.
Accordingly, the Tungsten Directors unanimously intend to
recommend that Tungsten Shareholders accept or procure the
acceptance of the Offer (or in the event that the Offer is
implemented by way of a Scheme, vote or procure the vote in favour
of the Scheme at the requisite Court meeting and the resolutions
relating to the Offer at a general meeting of Tungsten) .
Given their intended recommendation of the Offer, the Tungsten
Directors have decided unanimously to withdraw their recommendation
of the Kofax Offer and propose to adjourn the Kofax Offer
Shareholder Meetings convened for 18 May 2022 to consider the Kofax
Offer .
5. Background to and reasons for the recommendation
Introduction
Following the outbreak of COVID-19, 2021 was a challenging year
for the Tungsten Group. Total revenue for the financial year ended
30 April 2021 ("FY21") decreased from GBP36.8 million to GBP36.1
million and total transaction volumes reduced from 19 million to
18.3 million. Despite this, new products were launched in FY21,
with the Tungsten Group continuing to develop strategic
partnerships to extend the Tungsten ecosystem and Tungsten
implemented a process, successfully reducing costs and improving
profitability within the business.
On 9 June 2021, Paul Cooper was appointed as Chief Executive
Officer to replace Andrew Lemonofides, and a number of new
appointments were made to the Tungsten Group's senior leadership
team during FY21, together with an overall reduction in headcount
and costs within the business.
In the financial year ended 30 April 2022 ("FY22"), the Tungsten
growth strategy has remained focused on driving core AP e-invoicing
growth, riding the wave of compliance and opening its network
through expansion of its interoperation and government gateway
footprints, promoting its full suite of capabilities through
partnerships and developing Total AR.
Against a backdrop of gradual global economic recovery, interim
results for the six months ended 31 October 2021 ("H1 FY22"),
released on 13 December 2021, showed encouraging, positive progress
for Tungsten, with revenues increasing by 2 per cent. to GBP18.3
million and by 5 per cent. on a constant currency basis. Adjusted
EBITDA increased to GBP3.0 million (up GBP2.2 million on the
equivalent six month period ended 31 October 2020 ("H1 FY21")) and
net cash increased to GBP1.9 million (a GBP0.9 million increase
from H1 FY21). Whilst new deal bookings were lower than the prior
year, important strategic wins in H1 FY22 included the first Total
AR customer win in the insurance sector, a significant existing AP
buyer signing a new contract under the supply chain financing
partnership with Orbian Corporation and two buyers joining the
network via the Company's partnership with a leading US bank.
In its H1 FY22 results announcement, the Company stated:
"We are encouraged by progress made in the period with some
significant strategic wins across our portfolio and partnership
offerings. Our focus on product and technology innovation has
continued to enhance the experience of customers and partners
across our digital ecosystem. The Tungsten team remain committed to
supporting global enterprises realise tangible operational
efficiency in uncertain economic times, and ensuring robust risk
management as invoicing regulation continues to proliferate across
the globe."
A key aspect of Tungsten's strategy going forward, to drive
faster growth, is to invest more in product development to ensure
that Tungsten keeps pace with wider market developments and remains
competitive with competitors, many of whom are materially larger
and better capitalised, and to minimise customer churn and grow
revenues more quickly than over the past few years. Successful
execution of the strategy and investment in product development may
require further capital that the Tungsten Board anticipates will
have to be put in place through a combination of new equity capital
and/or increasing and extending the Company's debt facility. In the
Tungsten Board's opinion, the current environment for raising new
equity and extending debt facilities may not be
straightforward.
Chronology of interest
On 14 December 2021, Tungsten announced that it had noted the
speculation about interest in the Company and confirmed that it had
received an unsolicited indicative proposal from Kofax relating to
a possible cash offer for the entire issued and to be issued
ordinary share capital of the Company at a price of 40 pence per
share (the "Proposal"). Whilst the Tungsten Board believed that 40
pence per share significantly undervalued the Company, cognisant of
its fiduciary duty to shareholders and on the basis that the
Proposal had received the support of a major shareholder in the
Company, the Tungsten Board facilitated due diligence.
It was also announced that Kofax had obtained an irrevocable
undertaking from the Truell Associates in support of its Proposal
in respect of (i) 21,542,558 Tungsten Shares over which the Truell
Associates currently control the voting rights, and (ii) a further
1,500,000 Tungsten Shares over which the Truell Associates have an
option to reacquire the voting rights, representing in aggregate
18.2 per cent. of Tungsten's existing issued share capital.
Following the announcement of 14 December 2021 regarding a
possible offer from Kofax, Tungsten received an approach from
Pagero and since then has engaged with Pagero to facilitate
detailed due diligence in order to advance discussions in the
interest of delivering the best value to Tungsten Shareholders.
On 7 February 2022, Tungsten received an indicative proposal
from Pagero regarding a possible cash offer of between 35-45 pence
per share in respect of the entire issued and to be issued share
capital of Tungsten.
On 21 February 2022, Tungsten received a revised indicative
proposal from Pagero regarding a possible cash offer of between
40-45 pence per share in respect of the entire issued and to be
issued share capital of Tungsten, which was subsequently
reconfirmed on 9 March 2022.
On 22 February 2022, Tungsten announced that on 18 February
2022, the Tungsten Board had received a Revised Proposal from
Kofax. The Revised Proposal was subject to several pre-conditions
including completion of final confirmatory due diligence and on
receiving a recommendation from the Tungsten Board for, and
irrevocable undertakings from all Tungsten Directors, to vote in
favour of, or accept, the Revised Proposal.
On 22 March 2022, the Tungsten Board and the Kofax Board were
pleased to announce that they were in the advanced stages of
reaching agreement on the key terms of the Revised Proposal. The
Tungsten Board had confirmed to Kofax, that should a firm offer be
made on the financial terms of the Revised Proposal, it was minded
to recommend such an offer unanimously to Tungsten Shareholders,
and (in respect of those directors who were Tungsten Shareholders)
provide irrevocable undertakings to accept such an offer, subject
to the agreement of other customary terms and conditions. Any
announcement by Kofax of a firm intention to make an offer for
Tungsten remained subject to, inter alia, agreeing the detailed
terms of an offer and completion of the cash confirmation
process.
On 24 March 2022, the boards of directors of Tungsten and
Project California Bidco Limited, a newly formed vehicle,
indirectly wholly-owned by Kofax, announced that they had agreed
the terms of the Kofax Offer. The scheme document in respect of the
Kofax Offer was published on 25 April 2022, and included, in the
absence of a higher offer, a unanimous recommendation from the
Tungsten Directors to the Tungsten Shareholders to vote in favour
of the requisite resolutions in respect of the Kofax Offer at the
Kofax Offer Shareholder Meetings.
The Tungsten Board confirmed that as of 24 March 2022, in
addition to Kofax, it was in discussions with a small number of
other parties in relation to a possible alternative offer(s) for
the entire issued and to be issued ordinary share capital of
Tungsten (the "Potential Competing Offerors"), which included
Pagero.
On 24 March 2022, Pagero announced that it was in the advanced
stages of preparing for and discussing with the Tungsten Board, a
possible cash offer for the entire issued and to be issued share
capital of Tungsten (the "Possible Offer"). The Possible Offer
price under consideration by Pagero was 45 pence per share.
On 21 April 2022, Tungsten announced that one of the Potential
Competing Offerors had confirmed to Tungsten that it had no
intention of making an offer for Tungsten and accordingly
discussions with that party were terminated.
As a result of this Announcement, the previous deadline of 5.00
p.m. on 11 May 2022 (being seven days prior to the date of the
Court meeting in respect of the Kofax Offer) for the Remaining
Potential Competing Offeror either to announce a firm intention to
make an offer or to announce that it does not intend to make an
offer is no longer applicable.
As detailed in this Announcement, the Tungsten Board has now
received a firm offer from Pagero at a cash value for each Tungsten
Share of 48 pence. The Offer represents a premium of
approximately:
-- 65.52 per cent. to the Closing Price of 29.00 pence per
Tungsten Share on 13 December 2021 (being the last Business Day
prior to the commencement of the Offer Period);
-- 5.84 per cent. to the Closing Price per Tungsten Share of
45.35 pence on 6 May 2022 (being the Last Practicable Date);
-- 59.15 per cent. to the volume weighted average price per
Tungsten Share of 30.16 pence over the six (6) month period ending
on and including 13 December 2021 (being the last Business Day
prior to the commencement of the Offer Period); and
-- 14.29 per cent. to the cash consideration of 42 pence per
Tungsten Share under the terms of the Kofax Offer announced on 24
March 2022.
Conclusions and views of the Tungsten Board
The Tungsten Directors have carefully considered Pagero's
intentions for the business, management, employees and other
stakeholders of Tungsten, including Tungsten's customers and
partners. The Tungsten Directors have also considered the ability
of Pagero to support the continued development of Tungsten's
product offering and Pagero's plans to create one of the leading
global operators with the Tungsten Group and its domain knowledge
forming an important part of the enlarged Pagero organisation.
The Tungsten Directors note that Pagero does not have any plans
to make any significant changes to the research and development
functions of the Tungsten Group in terms of headcount, and that its
detailed review of the Tungsten Group which is expected to occur
within 6-12 months following completion of the Offer, will likely
result in a limited degree of restructuring and redundancies where
overlap and/or operational efficiencies are identified, likely to
be principally focused on head office, finance and administrative
related functions, especially those related to Tungsten's current
status as a publicly quoted company on AIM.
The Tungsten Directors have evaluated the Offer on behalf of
Tungsten Shareholders, as a whole. In evaluating the Offer, the
Tungsten Directors have considered the interests of Tungsten's
employees and customers, in particular Pagero's intentions to
observe the existing contractual and statutory employment rights of
Tungsten's employees and pension obligations as well as the
economic benefits to the Tungsten Shareholders. In considering the
terms of the Offer, the Tungsten Board has assessed a number of
factors, including:
-- the Tungsten Group is operating in a marketplace where
several of its key competitors are materially larger and better
capitalised;
-- the potential challenges facing the Tungsten Group to secure
a sufficient combination of debt and/or equity funding on
appropriate terms to execute its strategy;
-- the ability to increase the growth of Tungsten without additional investment; and
-- the potential of a well-capitalised business under new
ownership being to the benefit of all stakeholders, partners,
customers and employees.
Against this background, after careful consideration, the
Tungsten Board has determined that the Offer is in the best
interests of Tungsten Shareholders. Accordingly, in light of the
proposal put forward by Pagero as compared to the Kofax Offer, the
Tungsten Board, which has been so advised by Canaccord Genuity, has
unanimously agreed to recommend the Offer.
In light of their intended recommendation of the Offer, the
Tungsten Directors have decided unanimously to withdraw their
recommendation of the Kofax Offer and propose to adjourn the Kofax
Offer Shareholder Meetings currently convened for 18 May 2022 to
consider the Kofax Offer.
6. Irrevocable undertakings
Pagero has received irrevocable undertakings to accept or
procure acceptance of the Offer (or in the event that the Offer is
implemented by way of a Scheme, vote in favour or procure the vote
in favour of a Scheme at the requisite Court meeting and the
resolutions to be proposed at a general meeting of Tungsten, as
necessary) from Herald Investment Management Limited, Odey Asset
Management LLP and Samson Rock Capital LLP, in respect of a total
of 45,901,378 Tungsten Shares, representing approximately 36.27 per
cent. of Tungsten's existing issued ordinary share capital on the
Last Practicable Date.
Further details of the irrevocable undertakings (and the
circumstances in which they shall cease to be binding or otherwise
fall away) are set out in Appendix 3 to this Announcement.
7. Information relating to the Pagero Group
Founded in 1999 and based in Gothenburg, Sweden, Pagero is a
public limited liability company incorporated in Sweden whose
shares were admitted to trading on the Nasdaq First North Growth
Market on 22 October 2021. Pagero provides a global open and
cloud-based smart business network that connects buyers, suppliers,
partners, banks and governments in order to digitise and automate
the P2P and O2C processes, including the communication of order
messages, delivery documents, price catalogues, invoices and
payments. Its self-developed network is purpose-built to integrate
quickly and easily with customers' existing systems for secure and
seamless communication with suppliers and customers, regardless of
the formats or service providers used.
Pagero's vision is to make the buying and selling process easy
and convenient for businesses and it aims to build the world's
largest open business network for communication between companies.
In addition to ensuring compliance with local rules and
regulations, its network benefits customers in terms of increased
productivity, efficiency and cost savings, as well as access to
complete and accurate data. Digitisation, combined with an ability
to validate, correct and visualise data, opens up new opportunities
for process automation, increased control and traceability, whilst
reducing risk and delivering sustainability/environmental benefits.
Pagero serves customers in over 140 countries across multiple
industry sectors, including healthcare, aviation, manufacturing,
public sector and technology, with more than 30 offices and over
600 employees globally.
In order to enhance its market position, presence and customer
experience, Pagero is pursuing an ambitious development strategy
involving both strong organic growth and selective international
expansion through targeted acquisitions.
On 21 April 2022, Pagero announced its audited results for its
financial year ended 31 December 2021, where it reported net sales
of SEK441.8 million (2020: SEK348.2 million), a loss for the year
of SEK158.4 million (2020: SEK84.8 million) and net assets as at 31
December 2021 of SEK795.3 million (2020: SEK457.3 million).
Further financial and other information on Pagero will be set
out in the Offer Document.
8. Information relating to the Tungsten Group
Tungsten is the world's largest compliant business transaction
network. A leading global electronic invoicing and purchase order
transactions network, Tungsten's mission is centred on enabling a
touchless invoice process allowing businesses around the globe to
gain maximum value from their invoice process.
Tungsten processes invoices for 60 per cent. of the FTSE 100 and
68 per cent. of the Fortune 500 constituents. It enables suppliers
to submit tax compliant e-invoices in 54 countries, and last year
processed transactions worth over GBP220 billion for organisations
such as Caesars Entertainment, Computacenter, GlaxoSmithKline,
Kraft Foods, Mohawk Industries, Mondelēz International, Procter
& Gamble, Shaw Industries, Unilever and the U.S. Federal
Government.
Founded in 2000 and headquartered in London, Tungsten has
offices in the U.S., Bulgaria and Malaysia, employing over 227
people.
In its audited financial statements for its financial year ended
30 April 2021, Tungsten reported revenue of GBP36.1 million (2020:
GBP36.8 million), a loss for the year of GBP34.7 million (2020:
GBP26.0 million) and net assets of GBP56.2 million (2020: GBP86.8
million).
Current trading and prospects
Tungsten current trading revenues for the 11 months to end March
2022 were GBP 34.4 million, representing 6 per cent. 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 the end of March 2022 by GBP 0.6 million on a
period-on-period, constant currency basis.
Whilst not quite yet at pre-Covid-19 levels of transaction
volumes, Tungsten has seen an increase in transaction volumes for
the 11 months to end March 2022 of 3 per cent. compared to the
prior period.
There have been 27 upsells for the period with FY22 revenue of
GBP 0.7 million and Total Contract Value ("TCV") of GBP 1.5
million, and one new customer Accounts Receivable win which now has
a TCV of GBP 0.1 million.
There has been significantly improved buyer retention, with a
YTD March 2022 loss of 3 Accounts Payable buyers with annual
recurring revenue ("ARR") of GBP 0.1 million against a loss of 13
AP buyers with ARR of GBP 0.4 million for the prior period.
Costs have continued to be well controlled, and net cash as at
31 March 2022 was GBP 2.8 million.
Adjusted EBITDA for the 11 months to end March 2022 was
approximately GBP 4.9 million.
Further financial and other information on Tungsten will be set
out in the Offer Document.
9. Intentions of Pagero with regards to Tungsten's directors,
management, employees, research and development, assets and
locations
Pagero recognises and acknowledges the significant skills,
expertise and operational experience of the existing Tungsten
executive team and, following completion of the Offer, does not
intend to implement material changes to the senior executive
management structure and expects that existing management will play
an important role in the integration of the two companies and
future development of the Pagero Group.
The Pagero Directors believe that Pagero is the ideal partner
for Tungsten and is well positioned and resourced to execute on a
combined business plan to create one of the leading global
operators within business-to-business communication with the
Tungsten Group and its domain knowledge forming an important part
of the enlarged Pagero organisation. However, on completion of the
Offer, Pagero intends to commence a detailed review of the Tungsten
Group in order to confirm and potentially identify additional
operational efficiencies and cost-savings and maximise anticipated
synergistic benefits, whereby cross-selling and a broadened
offering are among the key opportunities. Such review and
integration process, which will include engagement and due
consultation with the appropriate stakeholders within both Pagero
and Tungsten, is expected to occur within 6-12 months following
completion of the Offer, and the integration process will likely
result in a limited degree of restructuring and redundancies where
overlap and/or operational efficiencies are identified, likely to
be principally focused on head office, finance and administrative
related functions, especially those related to Tungsten's current
status as a publicly quoted company on AIM.
In this regard, all of the non-executive Tungsten Directors,
being Tony Bromovsky, Andrew Coulsen, Andrew Doman and Nicholas
Wells, intend to resign with effect from completion of the Offer
or, if later, on the date when admission of the Tungsten Shares to
trading on AIM is cancelled. They will each receive remuneration in
line with the termination provisions of their letters of
appointment by way of compensation.
Pagero does not have any plans to make any significant changes
to the research and development functions of the Tungsten Group, in
terms of headcount, with its technical teams situated in Kuala
Lumpur, Malaysia and Sofia, Bulgaria, serving to augment Pagero's
existing network of six global R&D centres. Pagero will seek to
integrate Tungsten's R&D functions into the existing Pagero
R&D networks, with a particular aim to create a combined
structure to increase the efficiency and capabilities of the
enlarged group. Pagero already operates R&D centres across the
globe and is committed to working in a dynamic and globalised
structure. Pagero will accelerate the development of a scalable,
high-performing organisation.
Similarly, Pagero does not have any plans to make any material
changes either to the headcount or terms and conditions of
employment or in the balance of the skills and functions of the
management and employees of the Tungsten Group or the Pagero Group,
other than as set out above with regard to the non-executive
directors of Tungsten and anticipated limited number of
redundancies focused on the corporate related areas outlined
above.
The Pagero Board has given assurances to the Tungsten Board
that, following the Offer becoming or being declared wholly
unconditional, the existing contractual and statutory employment
rights and terms and conditions of employment of the management and
employees of the Tungsten Group will be fully safeguarded. The
Tungsten Group has no defined benefit pension schemes and Pagero
does not intend to make any changes with regards to any existing
pension arrangements of the Tungsten Group.
Furthermore, Pagero generally expects that, following successful
completion of the Offer, Tungsten would operate principally as it
does today, but as a direct or indirect subsidiary of Pagero, and
Pagero has no intention to redeploy any of the Tungsten Group's
fixed asset base. The Pagero Directors also have no intention to
change Tungsten's existing headquarters location or, save in the
corporate related areas outlined above, headquarters functions in
London.
It is intended that the appointment of the executive director of
Tungsten will remain unchanged following successful completion of
the Offer. There are no agreements or arrangements between Pagero
and the directors, management or employees of Tungsten in relation
to their on-going involvement in the business and the Offer will
not be conditional on reaching agreement with such persons.
In addition, Pagero has not entered into discussions on any
proposals to enter into any form of incentivisation arrangements
with members of Tungsten's management who are interested in
Tungsten Shares and has no plans to do so. Following completion of
the Offer, Pagero may put in place incentive arrangements for
certain members of the Tungsten management team. No proposals have
been made on the terms of any incentive arrangements for relevant
management.
As set out in paragraph 14 below, Pagero intends to seek the
cancellation of the admission of the Tungsten Shares to trading on
AIM shortly following the Offer becoming, or being declared,
unconditional in all respects, and Pagero receiving acceptances of
its Offer of greater than 75 per cent. of the Tungsten Shares.
Should Pagero not receive acceptances to its Offer of greater than
75 per cent. of the Tungsten Shares then Pagero intends to seek the
cancellation of the admission of Tungsten Shares to trading on AIM
under the other provisions set out in Rule 41 of the AIM Rules.
This will thereby enable Tungsten's management to be entirely
focused on the growth and development of the business, rather than
AIM investor and U.K. publicly quoted company related matters.
10. Tungsten Share Plans
Participants in the Tungsten Share Plans shall be contacted
regarding the effect of the Offer on their options and awards under
the Tungsten Share Plans and appropriate proposals shall be made to
such participants in due course in accordance with Rule 15 of the
Code.
Further details of the terms of such proposals shall be included
in the Offer Document and in separate letters to be sent to
participants in the Tungsten Share Plans.
The Offer will extend to any Tungsten Shares which are
unconditionally allotted or issued while the Offer remains open for
acceptance or, subject to the provisions of the Code, by such
earlier date as Pagero may determine , including those allotted or
issued to satisfy the exercise of options or vesting of awards
under the Tungsten Share Plans.
11. Financing of the Offer
The cash consideration payable to Tungsten Shareholders by
Pagero under the terms of the Offer will be financed by a
combination of:
-- the existing cash resources of Pagero; and
-- debt in the form of senior secured floating rate notes issued
by Pagero to certain noteholders initially represented by Hedda
Manager AB as noteholders' agent pursuant to the terms and
conditions dated 29 April 2022 entered into between Pagero as
issuer and Hedda Manager AB as noteholders' agent, which will
initially be (i) secured by a pledge of the shares in Pagero's
subsidiary, Pagero AB, pursuant to and in accordance with the terms
of a pledge agreement dated 2 May 2022 between Pagero as pledgor
and certain secured parties represented by Hedda Manager AB as
agent and (ii) guaranteed by Pagero AB pursuant to and in
accordance with the terms of a guarantee agreement dated 29 April
2022 between Pagero, Pagero AB as guarantor and Hedda Manager AB as
noteholders' agent,
the proceeds of which, in each case, have been placed in an
escrow account with J.P. Morgan Chase Bank, N.A., London Branch
(the "Escrow Account") and are subject to the terms of an escrow
agreement dated 2 May 2022 (including a term requiring that enough
cash be maintained in the Escrow Account to allow Pagero to satisfy
the cash consideration payable by Pagero to Tungsten Shareholders
in connection with the Offer unless and until the Offer terminates
or lapses in accordance with its terms).
In accordance with Rule 2.7(d) of the Code, Strand Hanson,
financial adviser to Pagero, is satisfied that sufficient resources
are available to Pagero to satisfy in full the cash consideration
payable to Tungsten Shareholders under the terms of the Offer.
Further information in relation to the financing of the Offer
will be set out in the Offer Document.
12. Offer-related arrangements
Confidentiality Agreement
Pagero and Tungsten entered into a confidentiality agreement
dated 4 January 2022 (the "Confidentiality Agreement") pursuant to
which each party has undertaken, inter alia, to: (i) keep
confidential information relating to, inter alia, the Offer and the
other party and its Group and not to disclose it to third parties
(other than to certain authorised recipients); and (ii) use the
confidential information only in connection with the Offer, in each
case subject to certain exceptions.
These confidentiality obligations shall remain in force until
the third anniversary of the Confidentiality Agreement.
The Confidentiality Agreement also includes customary
non-solicitation obligations on Pagero.
Letter regarding Tungsten Share Plans
Pagero has received a letter from Tungsten dated 5 May 2022 (the
"Tungsten Share Plans Letter") confirming (among other things) the
following:
-- 1,562,932 Tungsten Shares are expected to be issued on (or as
soon as reasonably practicable following) completion of the Offer
under the Tungsten Share Plans and the terms of an agreement with
Darsh Advisers Limited ("Adviser's Agreement");
-- Tungsten confirms that no additional options or awards over
shares have been granted pursuant to the Tungsten Share Plans and
the Adviser's Agreement (together "Awards") since 1 September 2021,
and no further Awards shall be granted prior to the earlier of
completion of the Offer and 31 December 2022;
-- Pagero and Tungsten intend to jointly write to participants
in the Awards on, or as soon as practicable after, the public
announcement of the Offer to inform them of the impact of the Offer
on their outstanding Awards, the extent to which their Awards will
vest and, in the case of options, become exercisable as a result of
the Offer (taking into account the Offer Price) and any actions
they may need to take in connection with their Awards as a result
of the Offer; and
-- Tungsten Shareholders' approval will be sought for an
amendment to the articles of association of Tungsten so that any
Tungsten shares issued or transferred on or after completion of the
Offer will be automatically transferred to, or to the order of,
Pagero in exchange for the provision by Pagero of the same
consideration payable per share under the Offer (or such other
consideration as may be agreed between Pagero and Tungsten and
disclosed in the Offer Document).
13. Structure of and Conditions to the Offer and compulsory acquisition
It is intended that the Offer will be implemented by way of a
contractual takeover offer (as defined in Part 28 of the Companies
Act), the provisions of which will be set out in full in the Offer
Document (although Pagero reserves the right to elect to implement
the Offer by means of a Court-approved scheme of arrangement
between Tungsten and Tungsten Shareholders, (subject to Panel
consent)).
The Tungsten Shares shall be acquired under the Offer fully paid
and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this Announcement.
The Offer will be subject to the Conditions and certain further
terms set out in Appendix 1 to this Announcement, and to the full
terms and conditions to be set out in the Offer Document. The Offer
will only be capable of being declared unconditional if, among
other things, on or before the Long Stop Date valid acceptances are
received (and not validly withdrawn in accordance with the rules
and requirements of the Code and the terms of the Offer) by not
later than 1.00 p.m. on the Unconditional Date (or such later
time(s) and/or date(s) as Pagero may specify, subject to the rules
of the Code and where applicable with the consent of the Panel) in
respect of not less than 75 per cent. (or such lesser percentage as
Pagero may decide) of Tungsten Shares to which the Offer relates
and of the voting rights attached to those shares.
The Offer shall lapse if the Offer does not become and is not
declared unconditional by the Long Stop Date, provided, however,
that the deadline for the Offer to become or be declared
unconditional in all respects may be extended by agreement between
Tungsten and Pagero.
Subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix 1, it is expected that
the Offer will become or be declared unconditional in the second
half of 2022.
Further details of the Offer, including an indicative expected
timetable of principal events, shall be set out in the Offer
Document and (where applicable) accompanying Form of Acceptance,
which shall be despatched to Tungsten Shareholders as soon as
reasonably practicable and, in any event, within 28 days of this
Announcement (unless Pagero and Tungsten otherwise agree, and the
Panel consents, to a later date). Tungsten Shareholders are urged
to read the Offer Document and (where applicable) the accompanying
Form of Acceptance carefully once they have been dispatched.
Compulsory acquisition
If Pagero receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Tungsten
Shares by nominal value, and voting rights attaching to such
shares, to which the Offer relates and assuming that all of the
Conditions of the Offer have been satisfied or waived (if capable
of being waived), Pagero intends to exercise its right pursuant to
the provisions of Chapter 3 of Part 28 of the Companies Act to
acquire compulsorily the remaining Tungsten Shares in respect of
which the Offer has not been accepted on the same terms as the
Offer.
14. Cancellation of admission to trading on AIM and re-registration
On successful completion of the Offer, Tungsten will become a
subsidiary of Pagero. Following the Offer becoming, or being
declared, wholly unconditional and if Pagero has by virtue of
acceptances of the Offer acquired, or agreed to acquire, Tungsten
Shares which represent greater than 75 per cent. of the voting
rights attaching to the Tungsten Shares, Pagero intends to procure
that Tungsten makes an application to the appropriate authorities
for the cancellation of the admission of the Tungsten Shares to
trading on AIM. Should Pagero proceed with the intended
cancellation a notice period of not less than 20 Business Days will
be given on or after the date on which the Offer becomes, or is
declared, wholly unconditional.
Should Pagero not receive sufficient acceptances to the Offer to
proceed with procuring such an application, then Pagero currently
intends, dependent on the ownership level achieved, following
completion of the Offer, to seek the cancellation of the admission
of Tungsten Shares to trading on AIM under the other provisions set
out in Rule 41 of the AIM Rules.
The cancellation of the admission of the Tungsten Shares to
trading on AIM would significantly reduce the liquidity and
marketability of any Tungsten Shares in respect of which the Offer
has not been accepted at that time and the value of any such
Tungsten Shares may be adversely affected as a consequence .
It is also intended that following the Offer becoming or being
declared unconditional in all respects and the admission to trading
on AIM of Tungsten Shares having been cancelled, Tungsten will be
re-registered as a private limited company under the relevant
provisions of the Companies Act.
15. Dividends
If, on or after the date of this Announcement, any dividend,
distribution or other return of value (including any return of
capital) is announced, declared, made or paid by Tungsten or
becomes payable in respect of Tungsten Shares, Pagero reserves the
right to reduce the consideration payable under the terms of the
Offer by an amount up to the aggregate amount of such dividend,
distribution or other return of value, in which case any references
in this Announcement to the consideration payable under the terms
of the Offer will be deemed to be a reference to the consideration
as so reduced . In such circumstances, Tungsten Shareholders would
be entitled to retain any such dividend, distribution or other
return of value declared, made or paid.
16. Disclosure of interests in Tungsten securities
As at the close of business on the Last Practicable Date, save
for the irrevocable undertakings referred to in paragraph 6 above,
neither Pagero nor any of its directors, nor, so far as Pagero is
aware, any person acting in concert (within the meaning of the
Code) with Pagero for the purposes of the Offer:
-- had any interest in, or right to subscribe for, or had any
arrangement in relation to, any Tungsten Shares or any relevant
securities of Tungsten;
-- had any short positions in relation to any Tungsten Shares or
any relevant securities of Tungsten, whether conditional or
absolute and whether in the money or otherwise, including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of any Tungsten Shares or any relevant securities of
Tungsten;
-- had any Dealing Arrangement of the kind referred to in Note
11 of the definition of acting in concert in the Code, in relation
to Tungsten Shares or in relation to any securities convertible
into Tungsten Shares;
-- had procured an irrevocable commitment or a letter of intent
to accept the terms of the Offer in respect of any Tungsten Shares
or any relevant securities of Tungsten; or
-- had borrowed or lent any Tungsten Shares or any relevant securities of Tungsten.
For these purposes, "arrangement" includes any indemnity or
option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to relevant securities of
Tungsten which may be an inducement to deal or refrain from dealing
in such securities.
17. General
Pagero reserves the right to elect (with the consent of the
Panel) to implement the Offer by way of a Scheme of Arrangement for
the Tungsten Shares as an alternative to the Offer. In such event,
the Scheme of Arrangement shall be implemented on substantially the
same terms, subject to appropriate amendments to reflect the change
in method of effecting the Offer (including such amendments as may
be required by law or regulation), including (without limitation
and subject to the consent of the Panel):
18. the Long Stop Date ceasing to apply (and Pagero may, in
accordance with the Code, specify a new long stop date by which the
Scheme must become effective and specific dates by which the
relevant Court and Tungsten Shareholder meetings and the Court
hearing to sanction the Scheme must be held); and
19. Condition 1 in Part 1 of Appendix 1 ceasing to apply and,
instead, the Scheme becoming effective and binding following: (a)
approval of the Scheme at the Court meeting (or Court meetings), or
any adjournments thereof, by a majority (or majorities) in number
representing not less than 75 per cent. of each relevant class or
classes of Tungsten Shareholders present and voting, either in
person or by proxy; (b) the passing by the requisite majority or
majorities of all Tungsten Shareholder resolutions necessary to
approve and implement the Scheme; (c) sanction of the Scheme by the
Court (with or without modification, with any such modification
being acceptable to Pagero and Tungsten); and (d) the delivery of a
copy of the Court order to the Registrar of Companies sanctioning
the Scheme pursuant to Part 26 of the Companies Act.
The Offer will be subject to the Conditions and certain further
terms set out in Appendix 1 to this Announcement and to the full
terms and conditions which will be set out in the Offer Document.
The bases of calculation and sources of certain information
contained in this Announcement are set out in Appendix 2 to this
Announcement. A summary of the irrevocable undertakings given in
relation to the Offer is contained in Appendix 3 to this
Announcement. Certain terms used in this Announcement are defined
in Appendix 4 to this Announcement.
It is expected that the Offer Document and (where applicable)
the accompanying Form of Acceptance shall be despatched to Tungsten
Shareholders as soon as practicable and, in any event, within 28
days of this Announcement.
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
20. Consents
Strand Hanson and Canaccord Genuity have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
21. Documents available on websites
This Announcement, and copies of the following documents shall
be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on
Tungsten's website at
www.tungsten-network.com/takeover-documentation, and on Pagero's
website at www.pagero.com/investors, respectively by no later than
12.00 noon (London time) on 10 May 2022 until the end of the Offer
Period:
-- the irrevocable undertakings referred to in paragraph 6 above
and summarised in Appendix 3 to this Announcement;
-- documents relating to the financing of the Offer referred to in paragraph 11 above;
-- the Confidentiality Agreement referred to in paragraph 12 above;
-- the Tungsten Share Plans Letter referred to in paragraph 12 above; and
-- the consent letters from each of Strand Hanson and Canaccord
Genuity referred to in paragraph 20 above.
The content of the websites referred to in this Announcement is
not incorporated into and does not form part of this
Announcement.
Enquiries :
Pagero Group AB Tel: +46 31 730
Bengt Nilsson, Chief Executive Officer 88 00
Strand Hanson Limited (Financial Adviser Tel: +44 (0) 20
to Pagero) 7409 3494
Stuart Faulkner
Matthew Chandler/James Dance
Abigail Wennington/Ana Ercegovic
Tungsten Corporation plc Tel: +44 (0) 20
Paul Cooper, Chief Executive Officer 7280 6980
Canaccord Genuity Limited (Financial Adviser, Tel: +44 (0) 20
Nominated Adviser and Corporate Broker to 7523 8300
Tungsten)
Simon Bridges
Andrew Potts
White & Case LLP has been retained as English legal adviser
to Pagero.
RBG Legal Services Limited, trading as Memery Crystal, has been
retained as legal adviser to Tungsten.
Important Notices
Strand Hanson Limited, which is authorised and regulated in the
U.K. by the Financial Conduct Authority, is acting exclusively as
financial adviser to Pagero and no one else in connection with the
Offer and will not be responsible to anyone other than Pagero for
providing the protections afforded to clients of Strand Hanson
Limited, nor for providing advice in connection with the Offer or
any other matter referred to herein.
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting as financial adviser to
Tungsten and no one else in connection with the matters described
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 connection
with the matters referred to herein. Neither Canaccord Genuity
Limited nor any of its 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 Canaccord Genuity Limited in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, or 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 Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Tungsten pursuant to the Offer or otherwise in any jurisdiction in
contravention of applicable laws.
The Offer will be made solely by means of the Offer Document and
(in respect of Tungsten Shares held in certificated form) the Form
of Acceptance accompanying the Offer Document, which will,
together, contain the full terms and conditions of the Offer
including details of how it may be accepted. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Offer Document and
(in respect of Tungsten Shares held in certificated form) the Form
of Acceptance accompanying the Offer Document.
The Offer Document and the Form of Acceptance will be made
available to all Tungsten Shareholders at no cost to them. Tungsten
Shareholders are advised to read the Offer Document (and in respect
of Tungsten Shares held in certificated form) the Form of
Acceptance accompanying the Offer Document carefully when they
become available because they will contain important information in
relation to the Offer. This Announcement does not constitute a
prospectus, prospectus equivalent document or an exempted
document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom or
Sweden may be restricted by law. Persons who are not resident in
the United Kingdom or Sweden or who are subject to other
jurisdictions should inform themselves of, 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 Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This Announcement has been prepared for the purpose of complying
with applicable English law, Swedish law, the Code, the AIM Rules,
the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules, 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 or Sweden.
Unless otherwise determined by Pagero or required by the Code,
and permitted by applicable law and regulation, the Offer shall not
be made available, directly or indirectly, in, into or from, and
will not be capable of acceptance in or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Offer by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all formal documents relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
formal documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Offer to Tungsten Shareholders who are
not resident in and citizens of the United Kingdom 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
United Kingdom should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
Tungsten Shareholders will be contained in the Offer Document.
The Offer shall be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the AIM Rules, the
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules.
Additional information for U.S. investors
The Offer relates to shares of an English company and is
proposed to be effected by means of a Takeover Offer. The Offer
shall be made in compliance with all applicable laws and
regulations of the United Kingdom and the United States, including
any applicable exemptions under the U.S. Securities Exchange Act of
1934 (the "U.S. Exchange Act").
In accordance with normal United Kingdom practice and pursuant
to Rule 14e-5(b) of the U.S. Exchange Act, Pagero 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 the Offer during the period in which
such Offer would remain open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. If such purchases or
arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including United Kingdom laws and the U.S. Exchange Act. Any such
purchases by Pagero or its affiliates will not be made at prices
higher than the price of the Offer provided in this Announcement
unless the price of the Offer is increased accordingly. Any
information about such purchases or arrangements to purchase shall
be disclosed as required in the United Kingdom, shall be reported
to a Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com. To
the extent that such information is required to be publicly
disclosed in the United Kingdom in accordance with applicable
regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
However, if Pagero were to elect to implement the Offer by means
of a Scheme of Arrangement under the laws of England and Wales,
such Scheme would not be subject to the tender offer rules or the
proxy solicitation rules under the U.S. Exchange Act. Accordingly,
the Offer would be subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
Neither the Offer nor this Announcement have been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer, or determined if the information contained in this
Announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
The receipt of consideration by a U.S. holder for the transfer
of its Tungsten Shares pursuant to the Offer shall be a taxable
transaction for United States federal income tax purposes. Each
Tungsten Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to them, including under applicable United
States state and local, as well as overseas and other, tax
laws.
Financial information relating to Tungsten included in this
Announcement and to be included in the Offer Document has been or
shall have been prepared in accordance with accounting standards
applicable in the United Kingdom 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.
Pagero is organised under the laws of Sweden and Tungsten is
organised under the laws of England and Wales. Some or all of the
officers and directors of Pagero and Tungsten, respectively, are
residents of countries other than the United States. In addition,
some of the assets of Pagero and Tungsten are located outside the
United States. As a result, it may be difficult for U.S. holders of
Tungsten Shares to effect service of process within the United
States upon Pagero or Tungsten or their respective officers or
directors or to enforce against them a judgement of a U.S. court
predicated upon the federal or state securities laws of the United
States.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Tungsten, any member of
the Tungsten Group, Pagero or any member of the Pagero Group
contain statements which are, or may be deemed to be,
"forward--looking statements" (including "forward--looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995). Such forward--looking statements
are prospective in nature and are not based on historical facts,
but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
Tungsten, any member of the Tungsten Group, Pagero or any member of
the Pagero Group shall operate in the future and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements.
The forward--looking statements contained in this Announcement
relate to Tungsten, any member of the Tungsten Group, Pagero or any
member of the Pagero Group's future prospects, developments and
business strategies, the expected timing and scope of the Offer and
other statements other than historical facts. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects", "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Tungsten, any member of the Tungsten Group,
Pagero or any member of the Pagero Group's operations; and (iii)
the effects of global economic conditions on Tungsten, any member
of the Tungsten Group, Pagero or any member of the Pagero Group's
business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include, but are not limited to: changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates, future business combinations or disposals, and any
epidemic, pandemic or disease outbreak. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of Tungsten, any member of the Tungsten Group, Pagero or
any member of the Pagero Group, 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 shall actually occur. Given these risks and
uncertainties, you are cautioned not to place any reliance on
forward--looking statements.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Pagero Group or
Tungsten Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Tungsten, each member of the Tungsten Group, Pagero and each
member of the Pagero Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10(th) 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 per cent. 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 p.m.
(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.
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 Pagero during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on websites and availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26 of the Code shall be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Pagero's and Tungsten's websites at
www.pagero.com/investors and at
www.tungsten-network.com/takeover-documentation/ respectively, 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 into and do not form part of
this Announcement.
Tungsten Shareholders may request a hard copy of this
Announcement by contacting Tungsten's registrars, Equiniti, either
in writing to Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA, United Kingdom or by calling +44 (0)371 3842030. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form. Calls outside the U.K. will be charged at the
applicable international rate. Lines are open between 8.30 a.m. and
5.30 p.m. 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 them in relation to the Offer should be
in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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 the figures that precede them.
Appendix 1
Conditions and Certain Further Terms of the Offer
Part 1
Conditions of the Offer
1. The Offer will be conditional upon valid acceptances being
received (and not validly withdrawn in accordance with the rules
and requirements of the Code and the terms of the Offer) by not
later than 1.00 p.m. (London time) on the Unconditional Date (or
such other time(s) and/or date(s) as Pagero may specify, subject to
the rules of the Code and where applicable with the consent of the
Panel) in respect of not less than 75 per cent. (or such lesser
percentage as Pagero may decide) of Tungsten Shares to which the
Offer relates and of the voting rights attached to those shares
(the "Acceptance Condition"), provided that: (i) this Condition
will not be satisfied unless Pagero and/or any of its wholly-owned
subsidiaries and their respective nominees shall have acquired or
agreed to acquire (whether pursuant to the Offer or otherwise)
Tungsten Shares carrying, in aggregate, more than 50 per cent. of
the voting rights then exercisable at a general meeting of
Tungsten; and (ii) unless the Panel consents otherwise, this
Condition shall only be capable of being satisfied when all of the
Conditions set out in paragraphs 2(a) to 2 (m) below have been
satisfied or waived;
For the purposes of this Condition 1:
1.1 Tungsten Shares that are unconditionally allotted but not
issued before the Offer becomes or is declared unconditional,
whether pursuant to the exercise of any outstanding subscription
rights or conversion rights or otherwise, shall be deemed to carry
the voting rights which they will carry upon issue;
1.2 valid acceptances shall be deemed to have been received in
respect of Tungsten Shares which are treated for the purposes of
the Companies Act as having been acquired or contracted to be
acquired by Pagero by virtue of acceptances of the Offer or
otherwise;
1.3 the expression "Tungsten Shares to which the Offer relates"
shall be construed in accordance with Part 28 of the Companies Act;
and
1.4 all percentages of voting rights and share capital are to be
calculated by reference to the percentage held in issue excluding
any and all shares held in treasury by Tungsten from time to
time.
2. In addition, the Offer shall be conditional upon the
following Conditions and, accordingly, the Offer shall not become
or be declared unconditional unless the following Conditions (as
amended, if appropriate) have been satisfied or, where relevant,
waived:
Notifications, waiting periods and Authorisations
(a) all material notifications, filings or applications which
are necessary under any applicable law or regulation to implement
the Offer having been made;
(b) all necessary waiting periods (including any extensions
thereof) under any applicable legislation or regulation of any
relevant jurisdiction having expired, lapsed or been terminated (as
appropriate);
(c) all statutory and regulatory obligations material in the
context of the Wider Tungsten Group and the Offer in any applicable
jurisdiction having been complied with in each case in respect of
the Offer;
(d) all Authorisations in any jurisdiction necessary for the
Offer to be implemented and, except pursuant to Chapter 3 of Part
28 of the Companies Act, the acquisition or the proposed
acquisition of any shares or other securities in, or control or
management of, Tungsten or any other member of the Wider Tungsten
Group by any member of the Wider Pagero Group having been obtained
in terms and in a form satisfactory to Pagero (acting reasonably)
from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Tungsten Group or the Wider Pagero Group
has entered into contractual arrangements;
(e) all such Authorisations necessary to carry on the business
of any member of the Wider Tungsten Group in any jurisdiction
having been obtained; and
(f) all such Authorisations referred to in Conditions 2 (d) and
2 (e) remaining in full force and effect at the time at which the
Offer becomes otherwise wholly unconditional and there being no
notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations, in each case in any way
that would or would reasonably be considered to be material in the
context of the Offer;
General antitrust and regulatory
(g) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed
any statute, regulation, decision, order or change to published
practice (and in each case, not having withdrawn the same) and
there not continuing to be outstanding any statute, regulation,
decision or order which would or would reasonably be expected to
and, in the case of any of the foregoing, which is or would
reasonably be considered to be material in the context of the
Offer:
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Pagero Group or by any member of the Wider
Tungsten Group of all or any material part of its businesses,
assets or property or impose any limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or
to own, control or manage any of their assets or properties (or any
part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Pagero Group or the Wider
Tungsten Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Tungsten Group or any asset owned by any Third Party (other
than in the implementation of the Offer);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Pagero Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in Tungsten or on the ability of any member of the Wider
Tungsten Group or any member of the Wider Pagero Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Wider Tungsten Group;
(iv) otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Wider Tungsten
Group or any member of the Wider Pagero Group;
(v) result in any member of the Wider Tungsten Group or any
member of the Wider Pagero Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(vi) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Tungsten by any member of the Wider
Pagero Group void, unenforceable and/or illegal under the laws of
any relevant jurisdiction, or otherwise, directly or indirectly
materially prevent or prohibit, restrict, restrain, or delay or
otherwise materially interfere with the implementation of, or
impose material additional conditions or obligations with respect
to, or otherwise materially challenge, impede, interfere or require
material amendment of the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control or
management of, Tungsten by any member of the Wider Pagero
Group;
(vii) require, prevent or materially delay a divestiture by any
member of the Wider Pagero Group of any shares or other securities
(or the equivalent) in any member of the Wider Tungsten Group or
any member of the Wider Pagero Group;
(viii) result in the refusal, withholding, suspension,
withdrawal, cancellation, termination or modification in whole or
in part of any material licence, authority, permission or privilege
held or enjoyed by any member of the Wider Tungsten Group or of the
Wider Pagero Group which is necessary for the proper carrying on of
its business as carried on as at the date hereof or the imposition
of any material conditions, restrictions or limitations upon such
licence, authority, permission or privilege which would materially
inhibit the exercise thereof; or
(ix) impose any material limitation on the ability of any member
of the Wider Pagero Group or any member of the Wider Tungsten Group
to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member
of the Wider Pagero Group and/or the Wider Tungsten Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Offer or the acquisition or proposed acquisition
of any Tungsten Shares or otherwise intervene having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(h) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Tungsten Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Offer or the acquisition or the
proposed acquisition by any member of the Wider Pagero Group of any
shares or other securities (or the equivalent) in Tungsten or
because of a change in the control or management of any member of
the Wider Tungsten Group or otherwise, would or would reasonably be
expected to result in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Tungsten Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider Tungsten Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider Tungsten Group being adversely modified or adversely affected
or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Wider Tungsten Group to
make any severance, termination, bonus or other payment to any of
its directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Tungsten Group or any member of the
Wider Pagero Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Tungsten Group or any member of the Wider
Pagero Group in or with any other person or body or firm or company
(or any agreement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vi) any member of the Wider Tungsten Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider Tungsten Group being
prejudiced or adversely affected; or
(viii) the creation or acceleration of any material liability
(actual or contingent) by any member of the Wider Tungsten Group
other than trade creditors or other liabilities incurred in the
ordinary course of business,
which, in each of the foregoing cases is material and adverse in
the context of the Wider Tungsten Group (taken as a whole) and,
except as Disclosed, no event having occurred which, under any
provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Tungsten Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or would
reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions 2 (h) (i) to (viii)
(in each case, to the extent which is material in the context of
the Wider Tungsten Group (taken as a whole));
Certain events occurring since 30 April 2021
(i) except as Disclosed, no member of the Wider Tungsten Group having since 30 April 2021:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Tungsten
Shares out of treasury except, where relevant, as between Tungsten
and its wholly-owned subsidiaries or between the wholly-owned
subsidiaries of Tungsten and except for the issue or transfer out
of treasury of Tungsten Shares on the exercise of employee share
options or vesting of employee share awards in the ordinary course
or otherwise in accordance with the Tungsten Share Plans;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Tungsten to Tungsten or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Offer and except for
transactions between Tungsten and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Tungsten and transactions
in the ordinary course of business, implemented, effected,
authorised or proposed or announced its intention to implement,
effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Tungsten Group taken as a
whole;
(iv) except for transactions between Tungsten and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Tungsten and except for transactions in the ordinary course of
business, disposed of, or transferred, mortgaged or created any
security interest over any asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do
so, in each case to an extent which is or would reasonably be
considered to be material in the context of the Wider Tungsten
Group taken as a whole;
(v) except for transactions between Tungsten and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Tungsten and except for transactions in the ordinary course of
business, issued, authorised or proposed or announced an intention
to authorise or propose, the issue of or made any change in or to
the terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider Tungsten Group as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction, commitment, franchise, licence
or permit (whether in respect of capital expenditure or otherwise)
except in the ordinary course of business which is of a long-term,
unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation
of a nature or magnitude which is reasonably likely to be
materially restrictive on the business of any member of the Wider
Tungsten Group which, taken together with any other such material
transaction, arrangement, agreement, contract or commitment, is
material in the context of the Wider Tungsten Group as a whole;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Wider Tungsten Group, except for promotions,
salary increases, bonuses or variations of terms in the ordinary
course, such entry, variation or authorisation being material in
the context of the Wider Tungsten Group taken as a whole or in the
context of the Offer;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Tungsten Group which, taken as a whole, is material in the
context of the Wider Tungsten Group taken as a whole;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x) except in the ordinary course of business, waived,
compromised or settled any claim by or against any member of the
Wider Tungsten Group which is material in the context of the Wider
Tungsten Group as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Tungsten Group and any
other person in a manner which would or would reasonably be
expected to have a material adverse effect on the financial
position of the Wider Tungsten Group taken as a whole;
(xii) made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xiii) except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any significant change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Tungsten
Group for its directors, employees or their dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension scheme(s) are funded, valued, made, agreed or
consented to, to an extent which is in any such case material in
the context of the Wider Tungsten Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Tungsten Group taken
as a whole;
(xv) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed, in each case as would or would reasonably be expected to
have a material adverse effect on the financial position of the
Wider Tungsten Group taken as a whole;
(xvi) made, authorised, proposed or announced an intention to
propose any change in its loan capital which is material in the
context of the Offer;
(xvii) except for transactions between Tungsten and its
wholly-owned subsidiaries and transactions entered into in the
ordinary course of business, entered into, implemented or
authorised the entry into, any joint venture, asset or
profit-sharing arrangement, partnership or merger of business or
corporate entities which imposes restrictions on the business of
any member of the Wider Tungsten Group which are or would
reasonably be considered to be material in the context of either
the Wider Tungsten Group taken as a whole or the Offer;
(xviii) having taken (or agreed to take) any action which
requires or would require, the consent of the Panel or the approval
of Tungsten Shareholders in general meeting in accordance with, or
as contemplated by, Rule 21.1 of the Code; or
(xix) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 2 (i) which, in any case, is material
in the context of the Wider Tungsten Group taken as a whole;
No adverse change, litigation, regulatory enquiry or similar
(j) except as Disclosed, since 30 April 2021 there having been:
(i) no adverse change and no circumstance having arisen which
would or would reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or
profits or prospects or operational performance of any member of
the Wider Tungsten Group which is material in the context of the
Wider Tungsten Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing,
announced or instituted by or against or remaining outstanding
against or in respect of, any member of the Wider Tungsten Group or
to which any member of the Wider Tungsten Group is or may become a
party (whether as claimant, defendant or otherwise) having been
threatened in writing, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider
Tungsten Group, in each case which would reasonably be expected to
have a material adverse effect on the Wider Tungsten Group taken as
a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Tungsten Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Tungsten Group, in each case
which might reasonably be expected to have a material adverse
effect on the Wider Tungsten Group taken as a whole;
(iv) other than in the ordinary course of business, no
contingent or other liability having arisen or become apparent to
Pagero or increased which is reasonably likely to affect adversely
the business, assets, financial or trading position or profits or
prospects of any member of the Wider Tungsten Group in each case to
an extent which is material in the context of the Wider Tungsten
Group taken as a whole; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Tungsten Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which would reasonably
be expected to have a material adverse effect on the Wider Tungsten
Group taken as a whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
(k) except as Disclosed, Pagero not having discovered that:
(i) any financial information concerning the Wider Tungsten
Group publicly announced within the last year, and any business or
other information, concerning the Wider Tungsten Group publicly
announced prior to the date of this Announcement, by or on behalf
of any member of the Wider Tungsten Group prior to the date of this
Announcement or disclosed at any time to any member of the Wider
Pagero Group by or on behalf of any member of the Wider Tungsten
Group prior to the date of this Announcement is misleading,
contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading, in
any such case to a material extent, where the relevant information
has not subsequently been corrected prior to the date of this
Announcement and such correction has been Disclosed, in any such
case to an extent which is material in the context of the Wider
Tungsten Group taken as a whole;
(ii) any member of the Wider Tungsten Group or any partnership,
company or other entity in which any member of the Wider Tungsten
Group has a significant economic interest and which is not a
subsidiary undertaking of Tungsten is, otherwise than in the
ordinary course of business, subject to any liability, contingent
or otherwise and which is material in the context of the Wider
Tungsten Group taken as a whole;
(iii) any past or present member of the Wider Tungsten Group has
not complied with all applicable legislation, regulations or other
requirements of any jurisdiction or any Authorisations relating to
the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment
(including property) or harm human health or otherwise relating to
environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any liability
including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Tungsten Group,
in each case which is or might reasonably be considered to be
material in the context of either the Wider Tungsten Group taken as
a whole or the Offer;
(iv) there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human health which
(whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider
Tungsten Group, in each case which is or would reasonably be
considered to be material in the context of either the Wider
Tungsten Group or the Offer;
(v) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset
or any controlled waters currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Wider Tungsten Group (or on its behalf), or in which any
such member may have or previously have had or be deemed to have
had an interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto to
the extent which is or might reasonably be considered to be
material in the context of either the Wider Tungsten Group or the
Offer; or
(vi) circumstances exist (whether as a result of making the
Offer or otherwise) which would be reasonably likely to lead to any
Third Party instituting (or whereby any member of the Wider
Tungsten Group would be likely to be required to institute), an
environmental audit or take any steps which would in any such case
be reasonably likely to result in any actual or contingent
liability to improve or install new plant or equipment or to make
good, repair, reinstate or clean up any property of any description
or any asset now or previously owned, occupied or made use of by
any past or present member of the Wider Tungsten Group (or on its
behalf) or by any person for which a member of the Wider Tungsten
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest,
which is material in the context of the Wider Tungsten Group taken
as a whole;
Anti-corruption
(l) except as Disclosed, Pagero not having discovered that:
(i) any member of the Wider Tungsten Group or any person that
performs or has performed services for or on behalf of any such
company is or has engaged in any activity, practice or conduct
which would constitute an offence under the U.K. Bribery Act 2010,
the U.S. Foreign Corrupt Practices Act of 1977 (as amended) or any
other applicable anti-corruption legislation;
(ii) any member of the Wider Tungsten Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations (2006) (each as amended) or the U.S. Federal
Acquisition Regulation or Defence Federal Acquisition Regulation
Supplement or any other applicable debarment legislation; or
(iii) any member of the Wider Tungsten Group has engaged in any
transaction which would cause any member of the Wider Pagero Group
to be in breach of applicable law or regulation upon completion of
the Offer, including the economic sanctions of the United States,
United Kingdom, the European Union or any of its member states ;
and
No criminal property
(m) except as Disclosed, Pagero not having discovered that any
asset of any member of the Wider Tungsten Group constitutes
criminal property as defined by section 340(3) of the U.K. Proceeds
of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part 2
Waiver and Invocation of the Conditions
1. Pagero reserves the right to waive, in whole or in part, all
or any of the Conditions set out in Part 1 of this Appendix 1
above, except for Condition 1 (Acceptance Condition), which cannot
be waived. The Offer shall be subject to the satisfaction (or
waiver, if permitted) of the Conditions set out in this Appendix 1,
to the further terms set out in this Appendix 1, and to the full
terms and conditions which will be set out in the Offer Document
and accompanying Form of Acceptance.
2. The Offer shall lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by Pagero to be or remain satisfied, by midnight
(London time) on the earlier of the Unconditional Date and the Long
Stop Date (subject to the rules of the Code and where applicable
the consent of the Panel).
3. Pagero shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
satisfied any of Conditions 2 (a) to 2 (m) (inclusive) in Part 1 of
this Appendix 1 by a date earlier than the latest date specified
above for the fulfilment of the relevant Condition, notwithstanding
that the other Conditions to the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any such Condition(s) may not
be capable of fulfilment.
4. Subject to paragraph 5 below, under Rule 13.5(a) of the Code,
Pagero may only invoke a Condition so as to cause the Offer not to
proceed, to lapse or to be withdrawn with the consent of the Panel.
The Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of
material significance to Pagero in the context of the Offer. This
will be judged by reference to the facts of each case at the time
that the relevant circumstances arise.
5. Condition 1 of Part 1 of this Appendix 1 is not subject to Rule 13.5(a) of the Code.
6. Any Condition that is subject to Rule 13.5(a) may be waived by Pagero.
7. If Pagero is required by the Panel to make an offer or offers
for Tungsten Shares under the provisions of Rule 9 of the Code,
Pagero may make such alterations to any of the above Conditions and
terms of the Offer as are necessary to comply with the provisions
of that Rule.
8. Save as may otherwise be required by the Panel, the Offer
will not proceed, will lapse or will be withdrawn if on the Long
Stop Date:
a. sufficient acceptances have not been received so as to enable
Condition 1 (Acceptance Condition) to be satisfied; or
b. where sufficient acceptances have been received so as to
enable Condition 1 (Acceptance Condition) to be satisfied, one or
more of the Conditions relating to an official authorisation or
regulatory clearance has not been satisfied or waived and the Panel
consents to the Offer not proceeding, lapsing or being
withdrawn.
9. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
Part 3
Certain further terms of the Offer
1. The Tungsten Shares acquired under the Offer shall be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature whatsoever and together
with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
(if any) declared, made or paid, or any other return of value
(whether by reduction of share capital or share premium account or
otherwise) made or paid on or after the date of this
Announcement.
2. If on or after the date of this Announcement, any dividend,
distribution and/or other return of value is declared, paid or made
or becomes payable in respect of the Tungsten Shares, Pagero
reserves the right (without prejudice to any right of Pagero, with
the consent of the Panel, to invoke Condition 2 (i) (ii) in Part 1
of this Appendix 1), to reduce the consideration payable under the
terms of the Offer for the Tungsten Shares by an amount up to the
amount of such dividend, distribution and/or other return of value.
In such circumstances, Tungsten Shareholders would be entitled to
retain any such dividend, distribution or other return of value
declared, made or paid.
If and to the extent that any such dividend, distribution and/or
other return of value is paid or made or becomes payable and Pagero
exercises its rights under this paragraph 2 to reduce the
consideration payable under the terms of the Offer, any reference
in this Announcement or the Offer Document to the consideration
payable under the terms of the Offer shall be deemed to be a
reference to the consideration as so reduced.
If and to the extent that any such dividend, distribution and/or
other return of value has been declared or announced but not paid
or made or is not payable by reference to a record date on or prior
to the date on which the Offer becomes or is declared unconditional
or shall be: (i) transferred pursuant to the Offer on a basis which
entitles Pagero to receive the dividend, distribution and/or other
return of value and to retain it; or (ii) cancelled, the
consideration payable under the terms of the Offer shall not be
subject to change in accordance with this paragraph 2.
Any exercise by Pagero of its rights referred to in this
paragraph 2 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Offer.
3. Pagero reserves the right to elect (with the consent of the
Panel) to implement the Offer by way of a Scheme of Arrangement for
the Tungsten Shares not already directly or indirectly owned by it
as an alternative to the Offer. In such event, the Scheme of
Arrangement shall be implemented on the same terms, subject to
appropriate amendments to reflect the change in method of effecting
the Offer (including such amendments as may be required by law or
regulation), including (without limitation and subject to the
consent of the Panel):
3.1 the Long Stop Date ceasing to apply (and Pagero may, in
accordance with the Code, specify a new long stop date by which the
Scheme must become effective and specific dates by which the
relevant Court and Tungsten Shareholder meetings and the Court
hearing to sanction the Scheme must be held); and
3.2 Condition 1 in Part 1 of Appendix 1 ceasing to apply and,
instead, the Scheme becoming effective and binding following: (a)
approval of the Scheme at the Court meeting (or Court meetings), or
any adjournments thereof, by a majority (or majorities) in number
representing not less than 75 per cent. of each relevant class or
classes of Tungsten Shareholders present and voting, either in
person or by proxy; (b) the passing by the requisite majority or
majorities of all Tungsten Shareholder resolutions necessary to
approve and implement the Scheme; (c) sanction of the Scheme by the
Court (with or without modification, with any such modification
being acceptable to Pagero and Tungsten); and (d) the delivery of a
copy of the Court order to the Registrar of Companies sanctioning
the Scheme pursuant to Part 26 of the Companies Act.
4. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas
Shareholders will be contained in the Offer Document.
5. The Offer is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
6. The Offer shall be governed by the laws of England and Wales
and will be subject to the jurisdiction of the English courts and
to the Conditions and further terms set out in this Appendix 1 and
to be set out in the Offer Document. The Offer shall be subject to
the applicable rules, regulations and requirements of the Code, the
Panel, the London Stock Exchange, the AIM Rules, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the
Registrar of Companies.
Appendix 2
Sources of Information and Bases of Calculation
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. The value attributed to the fully diluted share capital of
Tungsten is based upon: (i) the Offer Price; (ii) the 126,537,962
Tungsten Shares in issue; and (iii) the 1,562,932 Tungsten Shares
which may be issued on or after the date of this Announcement in
respect of in-the-money options outstanding that are currently
anticipated to be satisfied by the issue of new Tungsten Shares
pursuant to the Tungsten Share Plans and other outstanding share
awards made to certain professional advisers; in each case as at 6
May 2022 (being the last Business Day prior to the date of this
Announcement).
2. The maximum cash consideration payable pursuant to the Offer
is based upon: (i) the Offer Price of 48 pence per share; and (ii)
Tungsten's fully diluted share capital of 128,100,894 Tungsten
Shares, as set out in paragraph 1 above.
3. Unless otherwise stated, all prices for Tungsten Shares are
closing middle market quotations derived from the AIM Appendix to
the London Stock Exchange's Daily Official List for the particular
date(s) concerned.
4. The volume weighted average price of 30.16 pence per Tungsten
Share over the six-month period ending on and including 13 December
2021, is derived from Bloomberg's daily volume weighted average
price data .
5. The volume weighted average price of 30.23 pence per Tungsten
Share over the twelve-month period ending on and including 13
December 2021, is derived from Bloomberg's daily volume weighted
average price data.
6. Unless otherwise stated, the financial information relating
to the Tungsten Group has been extracted or derived (without
material adjustment) from Tungsten's audited consolidated Annual
Report and Accounts for its financial year ended 30 April 2021 and
unaudited consolidated interim results for the six month period
ended 31 October 2021.
7. Unless otherwise stated, the financial information relating
to the Pagero Group has been extracted or derived (without material
adjustment) from Pagero's audited consolidated Annual Report and
Accounts for its financial year ended 31 December 2021.
8. All other information relating to Tungsten or Pagero has been
extracted from published sources (including the abovementioned
financial information) which has been extracted without material
adjustment from such sources and/or provided by persons duly
authorised by Tungsten or Pagero as applicable.
Certain figures included in this Announcement have been subject
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 the figures that precede them .
Appendix 3
Details of Irrevocable Undertakings
Institutional Shareholders
Pagero has received irrevocable undertakings to accept or
procure the acceptance of (or vote or procure the vote in favour
of), the Offer in respect of a total of 45,901,378 Tungsten Shares
(representing, in aggregate, approximately 36.27 per cent. of
Tungsten Shares in issue on the Last Practicable Date) from the
following shareholders:
Name Number of Tungsten Shares Percentage of issued
Tungsten Shares
Herald Investment
Management Limited 3,960,000 3.13
Odey Asset Management
LLP 19,191,169 15.17
Samson Rock Capital
LLP 22,750,209 17.97
Total : 45,901,378 36.27
1. The obligations contained in the irrevocable undertaking
received from Herald Investment Management Limited, lapse and cease
to have effect if:
a. an announcement is made in accordance with Rule 2.7 of the
Code of a competing offer for Tungsten and the consideration
payable to Tungsten Shareholders per Tungsten Share under such
competing offer is at least ten per cent. higher than the Offer
Price;
b. this Announcement is not released by or on 9 May 2022 or such
later time and/or date as Pagero and Tungsten may agree not being
later than 10 May 2022;
c. the Panel consents to Pagero not proceeding with the Offer;
d. an event occurs which means that Pagero is no longer required
by the Code to proceed with the Offer;
e. Pagero becomes aware of any condition of the Offer as set out
in this announcement which has or may become incapable of being
fulfilled and the Panel consents to Pagero not proceeding with the
Offer; or
f. the Offer lapses or is otherwise withdrawn (and no new
replacement offer or scheme of arrangement is announced by Pagero
on the same date).
2. The obligations contained in the irrevocable undertaking
received from Odey Asset Management LLP ("OAM") (the "OAM
Undertaking"), lapse and cease to have effect if:
a. this Announcement is not released by or on 9 May 2022 or such
later date as Pagero and Odey Asset Management LLP may agree;
b. the Offer Document is not sent to shareholders of Tungsten
within 28 days (or such longer period as the Panel may agree) after
the date of this Announcement;
c. the Offer is declared unconditional in accordance with the
requirements of the Code (provided that OAM has fully complied with
the terms of and its obligations set out in the OAM
Undertaking);
d. the Offer lapses or is withdrawn without becoming
unconditional in all respects unless Pagero publicly announces,
within 20 Business Days of such lapse or withdrawal and with the
consent of the Panel, a firm intention to switch to a Scheme;
e. the Offer does not become unconditional in accordance with
the requirements of the Code, or, if Pagero elects to implement the
Offer by way of a Scheme, the Scheme does not become effective, by
the Long Stop Date; or
f. an announcement is made in accordance with Rule 2.7 of the
Code of a competing offer, whether made by way of an offer or a
scheme of arrangement or any other transaction which constitutes a
takeover offer for the purposes of the Code, for Tungsten and the
consideration payable to Tungsten Shareholders per Tungsten Share
under such competing offer is at least 52.8 pence per Tungsten
Share (a "Competing Announcement") and Pagero does not increase the
consideration to be paid for the shares pursuant to the Offer to at
least an equivalent amount per share within 10 days of the
Competing Announcement. In such circumstances, OAM agrees to notify
Pagero in writing that, or otherwise make an announcement or
notification under Rule 2.10(c) of the Code that, OAM no longer
intends to accept the Offer or, as the case may be, to accept the
Offer pursuant to the terms of the OAM Undertaking (in which case
the OAM Undertaking shall not lapse pursuant to this sub-paragraph
f ).
3. The obligations contained in the irrevocable undertaking
received from Samson Rock Capital LLP ("Samson") (the "Samson
Undertaking"), lapse and cease to have effect if:
a. this Announcement is not released by or on 9 May 2022 or such
later date as Pagero and Samson may agree;
b. the Offer Document is not sent to shareholders of Tungsten
within 28 days (or such longer period as the Panel may agree) after
the date of this Announcement;
c. the Offer is declared unconditional in accordance with the
requirements of the Code (provided that Samson has fully complied
with the terms of and its obligations set out in the Samson
Undertaking);
d. the Offer lapses or is withdrawn without becoming
unconditional in all respects unless Pagero publicly announces,
within 20 Business Days of such lapse or withdrawal and with the
consent of the Panel, a firm intention to switch to a Scheme;
e. the Offer does not become unconditional in accordance with
the requirements of the Code, or, if Pagero elects to implement the
Offer by way of a Scheme, the Scheme does not become effective, by
the Long Stop Date;
f. an announcement is made in accordance with Rule 2.7 of the
Code of a competing offer, whether made by way of an offer or a
scheme of arrangement or any other transaction which constitutes a
takeover offer for the purposes of the Code, for Tungsten and the
consideration payable to Tungsten Shareholders per Tungsten Share
under such competing offer is higher than 50.4 pence per Share (a
"Competing Offer"). In such circumstances, Samson agrees to notify
Pagero in writing that, or otherwise make an announcement or
notification under Rule 2.10(c) of the Code that, Samson no longer
intends to accept the Offer or, as the case may be, to accept the
Offer pursuant to the terms of the Samson Undertaking (in which
case the Samson Undertaking shall not lapse pursuant to this
sub-paragraph f );
g. the date on which any Competing Offer is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement,
becomes effective; or
h. the date which is 6 calendar months following the date of the Samson Undertaking.
Appendix 4
Definitions
The following definitions apply throughout this Announcement
unless the context requires otherwise:
Acceleration Statement a statement in which Pagero, in accordance
with Rule 31.5 of the Code, brings forward
the latest date by which all of the
Conditions to the Offer must be satisfied
or waived
Acceptance Condition has the meaning given in paragraph 1
of Part 1 of Appendix 1 to this Announcement
AIM the market of that name operated by
the London Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange (as amended
from time to time)
Announcement this announcement including its appendices
made pursuant to Rule 2.7 of the Code
dated 9 May 2022
AP Accounts Payable
AR Accounts Receivable
Authorisations regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions
or approvals
Bloomberg Bloomberg L.P., a financial software
services, news and data company
Business Day any day (other than a Saturday, Sunday
or public or bank holiday in the U.K.)
on which clearing banks in the City
of London are open for the transaction
of general commercial business
Canaccord Genuity Canaccord Genuity Limited, the financial
adviser, nominated adviser and corporate
broker to Tungsten
Closing Price the closing middle market price of a
Tungsten Share on a particular trading
day as derived from the Daily Official
List
Code the City Code on Takeovers and Mergers
in the U.K. issued by the Panel
Companies Act the UK Companies Act 2006, as amended
from time to time
Conditions the conditions to the implementation
of the Offer, as set out in Appendix
1 to this Announcement and to be set
out in the Offer Document
Confidentiality Agreement the confidentiality agreement dated
4 January 2022 between Pagero and Tungsten,
as described in paragraph 12 of this
Announcement
Court the High Court of Justice in England
and Wales
Daily Official List the Daily Official List published by
the London Stock Exchange
Day 60 means the 60th day following the publication
of the Offer Document or such other
date as may otherwise be set by the
Takeover Panel
Dealing Arrangement an arrangement of the kind referred
to in Note 11(a) on the definition of
acting in concert in the Code
Dealing Disclosure has the same meaning as in Rule 8 of
the Code
Deferred Share Bonus the deferred share bonus plan operated
Plan by Tungsten under which awards over
ordinary shares have been granted to
employees
Disclosed the information disclosed by or on behalf
of Tungsten: (i) in the annual report
and accounts of the Tungsten Group for
its financial year ended 30 April 2021;
(ii) the interim results of the Tungsten
Group for the six-month period ended
on 31 October 2021; (iii) in this Announcement;
(iv) in any other announcement made
via a Regulatory Information Service
prior to the publication of this Announcement;
or (v) as otherwise fairly disclosed
to Pagero (or its respective officers,
employees, agents or advisers) (including
via the virtual data room operated by
and on behalf of Tungsten in respect
of the Offer) prior to the date of this
Announcement
Disclosure Guidance the Disclosure Guidance and Transparency
and Transparency Rules Rules made by the FCA (as amended from
time to time)
FCA or Financial Conduct the Financial Conduct Authority of the
Authority United Kingdom in its capacity as the
competent authority for the purposes
of Part VI of FSMA, including its successor(s)
from time to time
Form of Acceptance the form of acceptance and authority
relating to the Offer to be despatched
to Tungsten Shareholders (where applicable)
with the Offer Document
FSMA the U.K. Financial Services and Markets
Act 2000 (as amended from time to time)
FY21 Tungsten's financial year ended 30 April
2021
FY22 Tungsten's financial year ended 30 April
2022
FY23 Tungsten's financial year ended 30 April
2023
Group in relation to any person, its subsidiaries,
subsidiary undertakings, holding companies
and parent undertakings and the subsidiaries
and subsidiary undertakings of any such
holding company or parent undertaking,
and "Pagero Group" or "Tungsten Group"
shall be construed accordingly
H1 FY21 Tungsten's half year ended 31 October
2020
H1 FY22 Tungsten's half year ended 31 October
2021
Kofax Kofax Parent Limited, a private company
incorporated in Jersey with registered
number 124147 and with its registered
office address at 4th Floor, St Paul's
Gate, 22-24 New Street, St Helier, Jersey,
JE1 4TR
Kofax Board the directors of Kofax
Kofax Offer the cash offer to acquire the entire
issued and to be issued ordinary share
capital of Tungsten made by Project
California Bidco Limited on 25 April
2022 and, where the context admits,
any subsequent revision, variation,
extension or renewal thereof
Kofax Offer Shareholder the Court meeting and general meeting
Meetings convened by Tungsten, in respect of
the Kofax Offer
Last Practicable Date close of business on 6 May 2022 (being
the latest practicable date prior to
the publication of this Announcement)
London Stock Exchange London Stock Exchange plc, together
with any successor thereto
Long Stop Date midnight on 31 December 2022, or such
later date (if any) as Pagero may with
the consent of Tungsten or with the
consent of the Panel, specify
Long Term Incentive the long-term incentive plan operated
Plan by Tungsten under which awards over
ordinary shares have been granted to
employees
Market Abuse Regulation Regulation (EU) No. 596/2014 of the
European Parliament and of the Council
of 16 April 2014 on market abuse, as
applicable in the U.K. by virtue of
section 3 of the European Union (Withdrawal)
Act 2018, as amended from time to time
(including by the Market Abuse (Amendment)
(EU Exit) Regulations 2019 (SI 2019/310))
Nasdaq First North the multilateral trading platform Nasdaq
Growth Market First North Growth Market operated by
Nasdaq Stockholm Aktiebolag, registered
number 556420-8394
O2C order-to-cash
Offer Document the formal document to be despatched
on behalf of Pagero containing, inter
alia, the terms and conditions of the
Offer and, where appropriate, any other
document(s) containing the terms and
conditions of the Offer constituting
the full terms and conditions of the
Offer
Offer Period the offer period (as defined by the
Code) relating to Tungsten, which commenced
on 14 December 2021
Offer Price 48 pence per Tungsten Share in cash
Opening Position Disclosure has the same meaning as in Rule 8 of
the Code
Overseas Shareholders Tungsten Shareholders (or nominees of,
or custodians or trustees for Tungsten
Shareholders) neither resident in, nor
nationals or citizens of, the United
Kingdom
P2P purchase-to-pay
Panel the Panel on Takeovers and Mergers in
the United Kingdom
Pagero Pagero Group AB (publ), a public limited
liability company incorporated in Sweden
with registration number 559189-9173
Pagero Board the Pagero Directors acting together
as the board of directors of Pagero
Pagero Directors the directors of Pagero at the date
of this Announcement or, where the context
so requires, the directors of Pagero
from time to time
Pagero Group Pagero and its subsidiary undertakings
and, where the context permits, each
of them
R&D research and development
Registrar of Companies the Registrar of Companies in England
and Wales
Regulation Council Regulation (EC) 139/2004 (as
amended)
Regulatory Information any regulatory information service as
Service defined in the FCA Handbook of rules
and guidance as amended from time to
time
Remaining Potential a party in discussion with Tungsten
Competing Offeror in relation to a possible alternative
offer for the entire issued and to be
issued ordinary share capital of Tungsten,
being one of the Potential Competing
Offerors
Restricted Jurisdiction any jurisdiction where making the Offer
or making information concerning the
Offer available may: (i) constitute
a violation of the relevant laws or
regulations of such jurisdiction; or
(ii) result in the requirement to comply
with any governmental or other consents
or any registration, filing or other
formality which Tungsten and Pagero
regard as unduly onerous
Revised Proposal the revised indicative proposal from
Kofax relating to a possible cash offer
for the entire issued and to be issued
ordinary share capital of Tungsten at
a price of 42 pence per share, received
by the Tungsten Board on 18 February
2022
Scheme or Scheme of should the Offer be implemented by way
Arrangement of a scheme of arrangement under Chapter
2 of Part 26 of the Companies Act, such
scheme of arrangement between Tungsten
and the Tungsten Shareholders to implement
the Offer, with or subject to any modification,
addition or condition approved or imposed
by the Court and agreed by Tungsten
and Pagero
Share Appreciation the share appreciation rights granted
Rights under the share option scheme for the
grant of share appreciation rights operated
by Tungsten
Strand Hanson Strand Hanson Limited, the financial
adviser to Pagero
Takeover Offer or Offer the recommended cash offer to be made
by Pagero to acquire the entire issued
and to be issued ordinary share capital
of Tungsten (other than any Tungsten
Shares held by Tungsten in treasury
and not already held, or agreed to be
acquired, by Pagero) and, where the
context admits, any subsequent revision,
variation, extension or renewal thereof
Third Party each of a central bank, government or
governmental, quasi--governmental, supranational
(including the European Union), statutory,
regulatory, environmental, administrative,
fiscal or investigative body, court,
trade agency, association, institution,
environmental body, any employee representative
body, tribunal (including any national
or supranational anti-trust, competition
or merger control authority, any sectoral
ministry or regulator and any foreign
investment review body), national, state,
municipal or local government (including
any subdivision, court, tribunal, administrative
agency or commission or other authority
thereof), any entity owned or controlled
by them, any private body exercising
any regulatory, taxing, importing or
other authority, trade agency or any
other body or person whatsoever in any
jurisdiction
Truell Associates associates of Mr Edmund Truell, being
Issus LP and Long Term Assets Limited
Tungsten or Company Tungsten Corporation plc, a public limited
company incorporated in England and
Wales, with registration number 07934335
Tungsten Board the Tungsten Directors acting together
as the board of directors of Tungsten
Tungsten Directors the directors of Tungsten at the date
of this Announcement or, where the context
so requires, the directors of Tungsten
from time to time
Tungsten Group Tungsten and its subsidiary undertakings
and, where the context permits, each
of them
Tungsten Shareholders the holders of Tungsten Shares from
or Shareholders time to time
Tungsten Share Plans the Deferred Share Bonus Plan, the Long
Term Incentive Plan, the U.K. Share
Option Plan, the U.S. Stock Option Plan
and the Share Appreciation Rights
Tungsten Share Plans the letter regarding the Tungsten Share
Letter Plans dated 5 May 2022 from Tungsten
to Pagero, as described in paragraph
12 of this Announcement
Tungsten Shares the existing unconditionally allotted
or issued and fully paid ordinary shares
of 0.438 pence each in the capital of
Tungsten and any further such ordinary
shares which are unconditionally allotted
or issued while the Offer remains open
for acceptance or, subject to the provisions
of the Code, by such earlier date as
Pagero may determine
U.K. Share Option Plan the Tungsten Corporation Plc Share Option
Scheme operated by Tungsten under which
awards over ordinary shares have been
granted to employees
U.S. Exchange Act the United States Securities Exchange
Act 1934, as amended
U.S. Securities and the United States Securities and Exchange
Exchange Commission Commission, in its capacity as an independent
agency of the U.S. Federal Government
U.S. Stock Option Plan the Tungsten Corporation Plc Stock Option
Plan (For U.S. Employees and Service
Providers) operated by Tungsten under
which awards over ordinary shares have
been granted to employees
Unconditional Date Day 60 or such earlier date as Pagero
may specify in the Offer Document or
any Acceleration Statement unless, where
permitted, it has set aside that statement
United Kingdom or U.K. the United Kingdom of Great Britain
and Northern Ireland
United States or U.S. the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to its jurisdiction
and any political sub-division thereof
Wider Pagero Group t he Pagero Group and any of its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body corporate,
partnership, joint venture or person
in which Pagero and such undertakings
(aggregating their interests) have a
direct or indirect interest of 20 per
cent. or more of the voting or equity
capital or equivalent
Wider Tungsten Group t he Tungsten Group and any of its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body corporate,
partnership, joint venture or person
in which Tungsten and such undertakings
(aggregating their interests) have a
direct or indirect interest of 20 per
cent. or more of the voting or equity
capital or equivalent
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "parent undertaking", "undertaking" and "associated
undertaking" have the respective meanings given thereto by the
Companies Act 2006.
All references to "GBP", "pence", and "p" are to the lawful
currency of the United Kingdom. All references to "US$" are to the
lawful currency of the United States. All references to "SEK" are
to the lawful currency of Sweden.
All references to "EUR" are to the lawful currency of the member
states of the European Union that adopt a single currency in
accordance with the Treaty establishing the European Community as
amended by the Treaty on the European Union.
All the times referred to in this Announcement are London times
unless otherwise stated. References to the singular include the
plural and vice versa unless the context otherwise requires and
words importing the masculine gender shall include the feminine or
neutral gender.
Any reference to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof.
END
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OFDUKRKRUSUVRRR
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