7 Feb 2019 07:10
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
this announcement CONTAINS inside information FOR THE PURPOSES OF ARTICLE 7 OF Regulation (EU) No. 596/2014
FOR IMMEDIATE RELEASE
7 February 2019
Bowmark Capital LLP ("Bowmark")
Statement re announcement by Tax Systems plc ("Tax Systems")
Irrevocable undertaking
Bowmark notes the announcement by Tax Systems, released today, regarding its discussions in relation to a possible offer for the issued and to be issued ordinary shares of £0.01 each in the capital of Tax Systems ("Ordinary Shares") (the "Possible Offer").
Bowmark confirms that it is in discussions with the Board of Tax Systems about making the Possible Offer at a price of 110 pence per Ordinary Share (the "Possible Offer Price") payable solely in cash.
Bowmark reserves the right to reduce the Possible Offer Price by the amount of any dividend (or other distribution) which is paid or becomes payable by Tax Systems to its shareholders prior to the Possible Offer being made or, if the Possible Offer is made, prior to such offer becoming or being declared wholly unconditional or effective (as the case may be). In addition, Bowmark reserves the right to make the Possible Offer at a price per Ordinary Share lower than the Possible Offer Price provided such lower price is recommended by the Board of Tax Systems.
A new company ("Newco") has been established by Bowmark for the purposes of making the Possible Offer.
Bowmark has received an irrevocable undertaking from Tax Systems shareholder MXC Capital Limited ("MXC") to accept the Possible Offer from Newco (if, when and howsoever made) at the Possible Offer Price in respect of its total shareholding of 20,655,461 Ordinary Shares, representing approximately 25.59 per cent of the issued Ordinary Shares at the date of this announcement* (the "MXC Irrevocable"). The MXC Irrevocable is conditional, inter alia, upon the release of an announcement by Newco of a firm intention to make an offer at the Possible Offer Price in accordance with Rule 2.7 of the Code (a "Rule 2.7 Announcement") on or before 14 February 2019 (or such later date as may be agreed between Bowmark and MXC).
The MXC Irrevocable will also cease to be enforceable: i) if Bowmark (or Newco, as applicable) announces that it does not intend to make or proceed with the Possible Offer; or ii) the Takeover Panel announces that, or confirms to Tax Systems and Bowmark that, following a request from Bowmark (or Newco, as applicable) it has released such party from its obligation to proceed with the Possible Offer.
For the avoidance of doubt, the MXC Irrevocable remains binding even if a competing Rule 2.7 Announcement is made at a price higher than the Possible Offer Price.
None of the Possible Offer, this announcement or the announcement by Tax Systems constitutes a Rule 2.7 Announcement.
The making of a Rule 2.7 Announcement by Newco remains subject to the satisfaction of a number of pre-conditions which are not capable of waiver, being the satisfactory completion by Bowmark of confirmatory due diligence on Tax Systems, the finalisation of Newco's financing arrangements, the formal approval of the Bowmark investment committee and the recommendation of the directors of Tax Systems. Bowmark notes that there can be no certainty that any formal and binding offer for Tax Systems will be made even if all the pre-conditions referred to above are satisfied.
In accordance with Rule 2.6(a) of the Code Bowmark acknowledges that it has until 5.00 p.m.(London time) on 7 March 2019 (or such later time and / or date to which this date may be extended by the Takeover Panel in accordance with Rule 2.6(c) of the Code and Note 1 on Rule 2.6 to the Code) to announce either a firm intention to make an offer for Tax Systems in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies.
A further announcement will be made in due course, as appropriate.
* as disclosed by Tax Systems on 7 February 2019 in accordance with Rule 2.9 of the Code.
Enquiries:
GCA Altium (Financial Adviser to Bowmark and Newco) Tel: +44 (0) 20 7484 4040
Stephen Georgiadis
Tim Richardson
Declan O'Connor
Dealing 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 paper 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) of the Code 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 1per 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of the Code).
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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement and the MXC Irrevocable will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.taxsystems.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Further information
GCA Altium Limited ("GCA Altium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for Bowmark and Newco and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Bowmark and Newco for providing the protections afforded to clients of GCA Altium, nor for providing advice in relation to the Possible Offer or any other matters forming the subject matter of this announcement.
Information on Bowmark
Bowmark is an independent UK private equity investment firm with approximately £1.5 billion of funds under management and advice. Bowmark focuses on investing in growth-orientated companies with enterprise values of up to £250 million.
The Bowmark team has extensive experience of investing in growth companies, having supported businesses across a range of industries including technology, business services, financial services, media, consumer and leisure, education and training, and healthcare.
Bowmark is an independent partnership owned by its management and is authorised and regulated by the Financial Conduct Authority.
The person responsible for arranging the release of this announcement on behalf of Bowmark is Stephen Delaney.