TIDMTUNG
RNS Number : 1601N
Tungsten Corporation PLC
30 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.
30 May 2022
Statement regarding the recommendation of the acquisition of
Tungsten Corporation plc by Project California Bidco Limited.
Intention to ask the Court to sanction the Scheme at the Scheme
Court Hearing
The board of Tungsten wishes to provide an update to Tungsten
Shareholders ahead of the Reconvened Court Meeting and Reconvened
General Meeting and reiterates its unanimous recommendation that
Scheme Voting Shareholders vote in favour of the Scheme at the
Reconvened Court Meeting and that Tungsten Shareholders vote in
favour of the Special Resolution proposed at the Reconvened General
Meeting.
Update on Pagero
Tungsten received an approach from Pagero following Tungsten's
announcement on 14 December 2021 regarding a possible offer from
Kofax, and since then has engaged with Pagero to facilitate
detailed due diligence.
On 9 May 2022, the boards of directors of Pagero Group AB (publ)
("Pagero") and Tungsten announced that they had agreed the terms of
a recommended all cash offer to be made by Pagero to acquire the
entire issued and to be issued share capital of Tungsten at a price
of 48 pence per Tungsten Share (as defined in the announcement made
in accordance with Rule 2.7 of the Takeover Code in respect of the
Pagero offer) (the "Pagero Offer").
On 23 May 2022, Pagero released an announcement stating that the
board of Pagero noted the announcement released on 20 May 2022 by
Kofax Holdings International Ltd, regarding an increased
recommended cash offer by Project California Bidco for the entire
issued and to be issued ordinary share capital of Tungsten, and
that Pagero was considering its options and urged Tungsten
Shareholders to take no action in response to the Announcement (the
"Pagero Announcement").
Pagero released the Pagero Announcement following the
announcement of the Revised Kofax Offer. Since the Pagero
Announcement, Pagero has not released a further announcement in
response to the Revised Kofax Offer, nor has it declared the Pagero
Offer final and is under no obligation to do so until day 46 of the
Pagero Offer timetable, which is 4 July 2022.
Nonetheless, given the risk that the Scheme may lapse in the
scenarios described below, if Pagero has not revised its Pagero
Offer prior to the Scheme Court Hearing on 15 June 2022, the board
of Tungsten intends to ask the Court to sanction the Scheme at the
Scheme Court Hearing.
Shareholders should be aware that, in the event that (a) the
required majority of Scheme Shareholders vote in favour of the
Scheme at the Reconvened Court Meeting; (b) the required majority
of Tungsten Shareholders vote in favour of the Special Resolution
at the Reconvened General Meeting; and (c) the Court sanctions the
Scheme at the Scheme Court Hearing, Pagero will have no further
opportunity to make a revised offer.
Meetings of Tungsten Shareholders
As further detailed in the Shareholder Circular, in order to
become Effective, the Scheme will require, among other things, the
requisite majority of: (i) Scheme Voting Shareholders present and
voting physically in person or by proxy in favour of the Scheme at
the Reconvened Court Meeting; and (ii) eligible Tungsten
Shareholders present and voting either physically in person or by
proxy in favour of the Special Resolution at the Reconvened General
Meeting.
Notices of the Reconvened Meetings, both of which will be held
at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY
on 9 June 2022, are set out in Part III (Notice of Reconvened Court
Meeting) and Part IV (Notice of Reconvened General Meeting) of the
Shareholder Circular. The Reconvened Court Meeting will start at
2.00 p.m. on that date and the Reconvened General Meeting at 2.15
p.m. or as soon thereafter as the Reconvened Court Meeting
concludes or is adjourned.
It is important that, for the Reconvened Meetings, as many votes
as possible are cast so that the Court may be satisfied that there
is a fair representation of Scheme Voting Shareholder opinion.
Eligible Shareholders are therefore strongly urged to complete,
sign and return their Forms of Proxy by post (or transmit a proxy
appointment and voting instruction online through the CREST
electronic proxy appointment service) as soon as possible.
As set out in the Scheme Document, under the Companies Act, the
Scheme requires the sanction of the Court. The hearing by the Court
to sanction the Scheme will be held on 15 June 2022, following the
Reconvened Court Meeting and Reconvened General Meeting on 9 June
2022.
Shareholders should be aware that the Scheme shall lapse if:
(A) the Reconvened Court Meeting and the Reconvened General
Meeting are not held on or before 9 June 2022 (or such later date
(if any) as Bidco and Tungsten may agree, with the consent of the
Panel (and that the Court may allow, if required));
(B) the Reconvened Scheme Court Hearing is not held on or before
15 June 2022 (or such later date (if any) as Bidco and Tungsten may
agree, with the consent of the Panel (and that the Court may allow,
if required)); or
(C) the Scheme does not become Effective by the Long Stop Date (being 31 December 2022),
provided however that the deadlines for the timing of the
Reconvened Court Meeting, the Reconvened General Meeting and the
Scheme Court Hearing as set out above may be waived by Bidco, and
the deadline for the Scheme to become Effective may be extended by
agreement between Bidco and Tungsten (with the Panel's consent and
as the Court may approve (if such approval(s) is/are
required)).
If the Revised Kofax Offer is withdrawn or lapses, then except
with the consent of the Panel, neither Bidco nor any person who
acted in concert with Bidco in the course of the Revised Kofax
Offer, nor any person who is subsequently acting in concert with
any of them, is restricted from taking certain actions within 12
months from the date on which the Revised Kofax Offer is withdrawn
or lapses, as set out in rule 35.1 of the Takeover Code, including
announcing an offer or possible offer for Tungsten.
Recommendation
For the reasons set out in the Scheme Document and in the
Shareholder Circular, the Tungsten Directors, who have been so
advised by Canaccord Genuity as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Tungsten Directors,
Canaccord Genuity have 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 Takeover Code.
Accordingly, in order to implement the Acquisition, the Tungsten
Directors unanimously recommend that Scheme Voting Shareholders
vote in favour of the Scheme at the Reconvened Court Meeting and
that Tungsten Shareholders vote in favour of the Special Resolution
proposed at the Reconvened General Meeting, as those Tungsten
Directors who hold Tungsten Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of Tungsten Shares
(or those Tungsten Shares over which they have control), and that
you take the action described in paragraph 9 (Action to be Taken)
of Part I of the Shareholder Circular.
Given their recommendation of the Revised Kofax Offer, the
Tungsten Directors have decided unanimously to withdraw their
recommendation of the Pagero Offer, and urge Tungsten Shareholders
to take no action in respect of the Pagero Offer.
Further information about the background to and reasons for the
Recommendation is provided in paragraph 4 of Part I (Letter from
the Chairman of Tungsten) of the Scheme Document.
Timetable
The Shareholder Circular contains a timetable of principal
events in relation to the Scheme. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Reconvened Court Meeting, the requisite
majority of eligible Tungsten Shareholders at the Reconvened
General Meeting and the satisfaction or (if capable of waiver)
waiver of the other Conditions set out in the Scheme Document,
including the sanction of the Court.
If the Scheme is sanctioned as outlined above, it is expected
that the last day of dealings in, and registration of transfers of,
Tungsten Shares on AIM will be the Business Day immediately prior
to the Effective Date, following which Tungsten will make an
application to the London Stock Exchange for suspension of dealings
in Tungsten Shares on AIM with effect by 7.30 a.m. on the Effective
Date.
It is intended that the cancellation of admission of the
Tungsten Shares to trading on AIM will take effect at 7.00 a.m. on
the Business Day following the Effective Date. In addition,
entitlements to Tungsten Shares held within the CREST system will
be cancelled and share certificates in respect of Scheme Shares
will cease to be valid and should, if so requested by Tungsten, be
sent to Tungsten for cancellation.
Tungsten will make further announcements through a Regulatory
Information Service, with such announcements also being made
available on Tungsten's website at
www.tungsten-network.com/Takeover-Documentation/, in relation to
the expected timetable as appropriate in respect of the approvals
of the Conditions upon which the Acquisition is conditional. The
dates and times given in the expected timetable are indicative only
and are based on Tungsten's current expectations and may be subject
to change (including as a result of changes to the regulatory
timetable).
This announcement has been made without the consent of Kofax or
Pagero.
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280 6980
Paul Cooper, Chief Executive
Officer
Canaccord Genuity Limited (Financial Tel: +44 (0) 20 7523 8000
Adviser, Nominated Adviser and
Corporate Broker to Tungsten)
Simon Bridges
Andrew Potts
Tavistock (financial PR and Tel: +44 (0) 20 7920 3150
IR for Tungsten)
Heather Armstrong tungstencorp@tavistock.co.uk
Katie Hopkins
APPIX
Background
On 24 March 2022, the boards of Tungsten Corporation plc
("Tungsten") and Project California Bidco Limited ("Bidco")
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Bidco proposed to
acquire the entire issued and to be issued share capital of
Tungsten at a price of 42 pence per Tungsten Share (the "Original
Kofax Offer"), to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
Bidco is a wholly-owned indirect subsidiary of Kofax Parent Limited
("Kofax").
On 25 April 2022, a scheme document containing the full terms
and conditions of the Original Kofax Offer and notices of the Court
Meeting and General Meeting, each convened to be held on 18 May
2022, at which resolutions were to be proposed to approve the
Scheme, was published ("Scheme Document").
On 9 May 2022, the boards of directors of Pagero Group AB (publ)
("Pagero") and Tungsten announced that they had agreed the terms of
a recommended all cash offer to be made by Pagero to acquire the
entire issued and to be issued share capital of Tungsten at a price
of 48 pence per Tungsten Share (as defined in the announcement made
in accordance with Rule 2.7 of the Takeover Code in respect of the
Pagero offer) (the "Pagero Offer").
As a result of the Pagero Offer, the board of Tungsten
considered it to be in the Tungsten Shareholders' interests to
adjourn the Court Meeting, and, on 13 May 2022, it was announced
that the Court Meeting and the General Meeting would be reconvened
(the "Reconvened Court Meeting" and the "Reconvened General
Meeting", respectively, together the "Reconvened Meetings"), both
to be held on 9 June 2022.
On 20 May 2022, the boards of Bidco and Tungsten were pleased to
announce (the "Revised Offer Announcement") that they had reached
agreement on the terms and conditions of a recommended increased
all cash offer to be made by Bidco for the entire issued and to be
issued ordinary share capital of Tungsten at a price of 55 pence
per Tungsten Share (the "Revised Kofax Offer"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act.
On 23 May 2022, Pagero released an announcement stating that the
board of Pagero noted the announcement released on 20 May 2022 by
Kofax Holdings International Ltd, regarding an increased
recommended cash offer by Project California Bidco for the entire
issued and to be issued ordinary share capital of Tungsten, and
that Pagero was considering its options and urged Tungsten
Shareholders to take no action in response to the Announcement (the
"Pagero Announcement").
On 23 May 2022, Bidco announced that it had acquired 23,042,558
Tungsten Shares, representing approximately 18.2 per cent. of the
issued ordinary share capital of Tungsten from Truell Associates.
Following this share purchase, Bidco is in receipt of irrevocable
undertakings to vote in favour of the resolutions relating to the
Revised Kofax Offer at the Meetings (or in the event that the
Revised Kofax Offer is implemented by an Offer, to accept or
procure acceptance of such Offer) in respect of, in aggregate,
5,265,253 Tungsten Shares, representing approximately 4.2 per cent.
of the existing issued ordinary share capital of Tungsten, or
approximately 5.1 per cent. of the Tungsten Shares eligible to vote
in relation to the Scheme. This includes 1,305,253 Tungsten Shares
held by certain Tungsten Directors, representing approximately 1.03
per cent. of the existing issued ordinary share capital of
Tungsten, or approximately 1.26 per cent. of the Tungsten Shares
eligible to vote in relation to the Scheme.
On 26 May 2022, the board of Tungsten published a shareholder
circular in relation to the Revised Kofax Offer (the "Shareholder
Circular") which includes, among other things, a letter from the
Chairman of Tungsten, an updated expected timetable of principal
events, notices of the Reconvened Court Meeting and the Reconvened
General Meeting and details of the actions to be taken by Tungsten
Shareholders. The Shareholder Circular is available on Tungsten's
website (subject to any restrictions relating to persons resident
in Restricted Jurisdictions) at
www.tungsten-network.com/takeover-documentation/ and on Bidco's
website at www.kofax.com/tungsten .
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document or the Shareholder Circular, as the context
requires. All references to times in this Announcement are to
London, United Kingdom times unless stated otherwise.
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote in any jurisdiction whether pursuant to this announcement or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The release, publication, or distribution of this announcement
in whole or in part, directly or indirectly, in, into or from
certain jurisdictions outside the United Kingdom may be restricted
by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser and
corporate broker exclusively for Tungsten and for no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Tungsten for providing the protections afforded to clients of
Canaccord Genuity Limited, nor for providing advice in relation to
the Acquisition or any other matter referred to in this
announcement.
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.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Tungsten Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations of those jurisdictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Scheme Shares with respect to the Scheme at the Court Meeting or
with respect to the Special Resolution at the General Meeting, or
to execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting and/or General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
Tungsten Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any Tungsten Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. U.S. Tungsten Shareholders should note that
the Scheme relates to the shares of an English company and will be
governed by English law. Neither the U.S. proxy solicitation rules
nor the tender offer rules under the U.S. Securities Exchange Act
of 1934, as amended, will apply to the Acquisition and the Scheme.
Moreover, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure
requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Circular has
been prepared in accordance with accounting standards applicable in
the UK and may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for U.S. Tungsten Shareholders to enforce
their rights and any claim arising out of the U.S. federal
securities laws, since Bidco and Tungsten are located in a non-U.S.
jurisdiction, and some or all of their officers and directors are
residents of non-U.S. jurisdictions. U.S. Tungsten Shareholders may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgement.
In accordance with the Takeover Code and normal UK practice, (a)
Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Tungsten outside of the
United States, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn and (b) Canaccord Genuity and its
affiliates will continue to act as an exempt principal trader in
Tungsten securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause
(a) of this paragraph, they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices, and any information about such purchases or arrangements to
purchase would be disclosed as required in the UK, would be
reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at
www.londonstockexchange.com. Purchases contemplated by clause (b)
of this paragraph that are required to be made public in the United
Kingdom pursuant to the Takeover Code would be reported to a
Regulatory Information Service and would be available on the London
Stock Exchange website at www.londonstockexchange.com. Information
would also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Further details in relation to Tungsten Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Publication on a website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tungsten's website at
www.tungsten-network.com/takeover-documentation/ by no later than
12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this Announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Tungsten for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Tungsten.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tungsten
Shareholders, persons with information rights and participants in
Tungsten Share Plans may request a hard copy of this Announcement
by contacting Tungsten' registrars, Equiniti, either in writing to
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom, or by calling +44 (0)371 3842030. Calls outside the UK
will be charged at the applicable international rate. Lines are
open between 8.30 am and 5.30 pm Monday to Friday excluding public
holidays in England and Wales. For persons who receive a copy of
this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Tungsten Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Tungsten may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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END
MSCBKCBPQBKDQPB
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May 30, 2022 02:01 ET (06:01 GMT)
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