7 Feb 2019 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
7 February 2019
Tax Systems plc ("Tax Systems" or the "Company")
Possible offer for Tax Systems by Bowmark
The Board of Tax Systems announces that it is in advanced discussions with Bowmark Capital LLP ("Bowmark") in respect of a possible cash offer for the entire issued and to be issued share capital of the Company, at a price of 110 pence per Tax Systems ordinary share.
There can be no certainty that an offer will be made by Bowmark for Tax Systems, nor as to the terms on which any such offer may be made.
In accordance with Rule 2.6(a) of the Code, Bowmark has until 5.00 p.m. (London time) on 7 March 2019 (or such later time and/or date as may be agreed by the Takeover Panel (the "Panel")) either to announce a firm intention to make an offer for Tax Systems in accordance with Rule 2.7 of the Code or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
This announcement is made without the consent of Bowmark.
The Board of Tax Systems will issue a further statement if and when appropriate.
Enquiries:
Tax Systems plc
Clive Carver, Chairman Gavin Lyons, CEO Kevin Goggin, CFO | +44 (0)1784 777 700 |
Oakley Advisory Limited (Joint Financial Advisor to Tax Systems)
Chris Godsmark / Marc Jones / Max Gilbert / Sarthak Sawlani | +44 (0) 207 766 6900 |
finnCap (Joint Financial Advisor, Nomad and Broker to Tax Systems)
Jonny Franklin-Adams / Henrik Persson / James Thompson | +44 (0) 20 7220 0500 |
Alma PR | |
Caroline Forde / Josh Royston / Susie Hudson | +44 (0) 20 3405 0209 |
Oakley Advisory Limited
Oakley Advisory Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Tax Systems and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Tax Systems for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
finnCap
finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Tax Systems and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Tax Systems for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Tax Systems confirms that as at close of business on 6February 2019 (being the last Business Day prior to the date of this Announcement), it has in issue 80,703,381 ordinary shares of 1 pence each, with one voting right per share. The International Securities Identification Number (ISIN) of Tax Systems' shares is GB00BDHLGB97.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.taxsystems.com by no later than 12 noon (London time) on 8 February 2019. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for
the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.