TUNG.L Regulatory News (TUNG)

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 OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

23 May 2022

RECOMMENDED CASH OFFER

for

Tungsten Corporation plc

by

Project California Bidco Limited

(a newly-formed vehicle, indirectly wholly-owned by Kofax Parent Limited)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Acquisition of Tungsten Shares representing approximately 18.2 per cent. of the existing ordinary share capital of Tungsten Corporation plc

Introduction

On 20 May 2022, the boards of directors of Tungsten Corporation plc ("Tungsten") and Project California Bidco Limited ("Bidco"), a newly-formed vehicle, indirectly wholly-owned by Kofax Parent Limited ("Kofax") were pleased to announce (the "Revised Kofax Offer Announcement") that they have reached an 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 Scheme Share (the "Revised Kofax Offer").

Acquisition of Shares

· Following the Revised Kofax Offer Announcement, Bidco announces that it has acquired 23,042,558 Tungsten Shares representing approximately 18.2 per cent. of the issued ordinary share capital of Tungsten from Truell Associates (the "Share Acquisition"), as set out below:

· Bidco confirms that it will make dealing disclosures with respect to the Share Acquisition, setting out the details required to be disclosed under Rule 8.1(b) of the Takeover Code, by no later than 12 noon (London time) today (Monday, 23 May 2022).

· Bidco confirms that following the Share Acquisition, it now owns 23,042,558 Tungsten Shares representing approximately 18.2 per cent. of the issued ordinary share capital of Tungsten.

Irrevocable undertakings

· The Truell Associates provided an irrevocable undertaking in respect of the Revised Kofax Offer. As a result of the Share Acquisition from the Truell Associates, which reduces the Truell Associates' ownership of Tungsten Shares to nil, the irrevocable undertakings provided by the Truell Associates to Bidco are now only in respect of any additional Tungsten Shares acquired by the Truell Associates subsequent to the Share Acquisition. All other irrevocable undertakings received by Bidco in respect of the Revised Kofax Offer as described in the Revised Kofax Offer Announcement remain unchanged.

· Therefore, 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.

· Further details of the irrevocable undertakings provided to Kofax in respect of the Revised Kofax Offer, other than in respect of the Tungsten Shares subject to the irrevocable undertaking provided by the Truell Associates, set out above are set out in Appendix 2 to the Revised Kofax Offer Announcement.

Actions to be taken

· If you have any questions about this announcement or the Revised Kofax Offer, please contact the Company's Registrar, Equiniti, by calling the shareholder helpline on 0371 384 2050 from the UK or +44 371 384 2050 from overseas. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

· The percentages of Tungsten Shares referred to in this announcement are based on a figure of 126,537,962 Tungsten Shares in issue on 20 May 2022.

· Unless otherwise stated, terms used in this announcement have the meanings given to them in the Revised Kofax Offer Announcement.

Enquiries

Important notices

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated by the FCA, are acting as financial adviser to Bidco and Kofax and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco and Kofax for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with the matters referred to herein. Neither Shore Capital 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 Shore Capital in connection with this announcement, any statement contained herein, the Revised Kofax 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 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 Revised Kofax Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Tungsten in any jurisdiction in contravention of applicable law. The Revised Kofax Offer will be implemented solely by means of the Scheme Document (or, if the Revised Kofax Offer is implemented by way of an Offer, the offer document), which contains the full terms and conditions of the Revised Kofax Offer including details of how to vote in respect of the Revised Kofax Offer. Any vote in respect of the Scheme or other response in relation to the Revised Kofax Offer should be made only on the basis of the information contained in the Scheme Document (or, if the Revised Kofax Offer is implemented by way of an Offer, the offer document). This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

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.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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 Revised Kofax Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Revised Kofax Offer to Tungsten Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Tungsten Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 Revised Kofax Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Revised Kofax Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Revised Kofax Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Revised Kofax Offer. If the Revised Kofax Offer is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail 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 Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to overseas shareholders are included in the Scheme Document.

Notice to US investors in Tungsten

The Revised Kofax Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Revised Kofax Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus 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.

If, in the future, Bidco exercises its right to implement the Revised Kofax Offer by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable US laws and regulations.

It may be difficult for US holders of Tungsten Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Tungsten are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Tungsten Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Kofax, Thoma Bravo or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tungsten Shares outside of the US, other than pursuant to the Revised Kofax Offer, until the date on which the Revised Kofax Offer becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

US Tungsten Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Tungsten Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.kofax.com/tungsten by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the content of this website is not incorporated by reference into and does not form part of this announcement.