13 May 2022 10:00
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.
For immediate release
13 May 2022
Tungsten Corporation plc ("Tungsten")
ADJOURNMENT OF COURT MEETING AND GENERAL MEETING FOR THE KOFAX OFFER
On 25 April 2022, Project California Bidco Limited announced a cash offer to acquire the entire issued, and to be issued, ordinary share capital of Tungsten (the "Kofax Offer") and subsequently convened the Court Meeting and General Meeting for Tungsten shareholders on 18 May 2022, in respect of the Kofax Offer ("Kofax Offer Shareholder Meetings").
On 9 May 2022, Tungsten and Pagero Group AB (publ) ("Pagero") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Pagero for the entire issued, and to be issued, ordinary share capital of Tungsten (the "Pagero Offer"), intended to be implemented by way of a contractual takeover offer under Part 28 of the Companies Act 2006 (the "Pagero 2.7 Announcement"). Following the Pagero 2.7 Announcement, the directors of Tungsten confirmed that they had withdrawn their recommendation in favour of the acquisition of the Kofax Offer, and that they intended to recommend unanimously that Tungsten shareholders accept the Pagero Offer and to adjourn the Kofax Offer Shareholder Meetings.
The board of directors of Tungsten hereby announce that the Court Meeting and the General Meeting scheduled to be held on 18 May have been adjourned until 9 June 2022.
The Court Meeting will now start at 2.00 p.m. on 9 June 2022 and the General Meeting will start at 2.15 p.m. on 9 June 2022 (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). The Court Meeting and General Meeting shall be both held at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY. We urge shareholders NOT to attend the offices of Memery Crystal on 18 May 2022.
In respect of each meeting, the relevant Form of Proxy should be received not later than 48 hours beforehand (excluding any part of such 48 hours period falling on a day that is not a working day).
In this announcement, the terms "Court Meeting", "General Meeting" and "Form of Proxy" have the meanings given to them in the scheme document (relating to the offer for Tungsten announced on 24 March 2022 by Project California Bidco Limited, a wholly-owned indirect subsidiary of Kofax Parent Limited) which was posted to Tungsten shareholders on 24 March 2022 ("Scheme Document").
Enquiries
Tungsten Corporation plc | Tel: +44 (0) 20 7280 6980 |
Paul Cooper, Chief Executive Officer | |
| |
Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Corporate Broker to Tungsten) | Tel: +44 (0) 20 7523 8000 |
Simon Bridges | |
Andrew Potts | |
Tavistock (financial PR and IR) | Tel: +44 (0) 20 7920 3150 |
Heather Armstrong | tungstencorp@tavistock.co.uk |
Katie Hopkins | |
|
|
Important notices
This announcement is for information purposes only and 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.
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 matters referred to in this announcement 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 matters 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
This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules 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 England.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as 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, Tungsten disclaims any responsibility or liability for the violation of such restrictions by any person.