3 Nov 2017 15:20
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
3 November 2017
RECOMMENDED CASH OFFER
for
eg solutions plc ("EG" or the "Company")
by
Verint WS Holdings Limited ("Verint")
effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes effective
Board changes
Summary
On 5 September 2017, the boards of EG and Verint WS Holdings Limited ("Verint") announced that they had reached agreement on the terms of a recommended cash acquisition for Verint to acquire the entire issued and to be issued share capital of EG (the "Scheme").
On 1 November 2017, EG announced that the Court had sanctioned the Scheme at the Scheme Court Hearing held on 1 November 2017.
The board of EG is pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies for registration earlier today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of EG is now owned by Verint.
Full details of the Scheme, including full settlement details, are in the scheme document published on 22 September 2017 in relation to the Scheme (the "Scheme Document").
Settlement of Cash Consideration
Scheme Shareholders on the register of members of EG at the Scheme Record Time are entitled to receive 112.5 pence in cash for every Scheme Share held. Cash consideration to which Scheme Shareholders are entitled pursuant to the Scheme will be settled via CREST (for uncertificated Scheme Shareholders) or by cheque (for certificated Scheme Shareholders) within 14 days of this announcement (the "Announcement").
Cancellation of trading in EG Shares
An application has been made to the London Stock Exchange to cancel the trading of Scheme Shares on the AIM Market of the London Stock Exchange which is expected to take effect by no later than 7.00 a.m. (London time) on 6 November 2017.
Board changes
As the Scheme has now become Effective, EG announces that Elizabeth Gooch, Nigel Payne, George Rolls and Michael Woolley have tendered their resignations and will cease to be directors of the Company following cancellation of trading in EG Shares. Robert Krakauer has stepped down with immediate effect.
ENDS
CONTACTS
eg solutions plc | +44 (0) 1785 715772 |
Elizabeth Gooch Michael Woolley | |
Verint WS Holdings Limited |
+44 (0) 1932 509336 |
Alex Shipley | |
N+1 Singer (Nominated adviser, broker and financial adviser to EG) |
+44 (0)20 7496 3000 |
Shaun Dobson Alex Price
| |
KPMG LLP (Financial adviser to Verint) |
+44 (0) 20 7311 1000 |
Helen Roxburgh Michael Nicholson | |
Yellow Jersey PR Limited (PR adviser to EG) | |
Felicity Winkles Joe Burgess | +44 (0) 7748 843871 +44 (0) 7769 325254 |
IMPORTANT NOTES
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of EG in any jurisdiction in contravention of applicable law. The Offer will be effected solely through the Scheme Document (or, if the Offer is implemented by way of a Contractual Offer, the offer document) which contains the full terms and conditions of the Offer. Any decision in respect of, or other response to, the Scheme (or the Contractual Offer, if applicable) should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each EG Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. 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 and persons involved in the Offer, disclaim any responsibility or liability for the violation of such restrictions by any person.
The availability of the Offer to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.
This Announcement has been prepared pursuant to and for the purpose of complying with English law, the Code, the AIM Rules and the Rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this announcement and formal documentation relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of a Contractual Offer (unless otherwise permitted by applicable law or regulation), the Contractual Offer may not be made, directly or indirectly, in or into or from any Restricted Jurisdiction
United States Shareholders
Shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in or referred to in this document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
EG is incorporated under the laws of England. All of the officers and directors of EG are residents of countries other than the United States. It may not be possible to sue EG in a non-US court for violations of US securities laws. It may be difficult to compel EG and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.