17 Dec 2021 11:12
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
17 December 2021
Tungsten Corporation plc ("Tungsten")
Statement regarding Jaggaer, LLC ("Jaggaer")
On 14 December 2021, Tungsten announced it was in preliminary discussions with a number of parties, including Jaggaer, regarding a possible offer for Tungsten.
Jaggaer has confirmed to Tungsten that it has no intention of making an offer for Tungsten and accordingly discussions with Jaggaer have now terminated.
Jaggaer has consented to the release of this announcement and is bound by the restrictions under Rule 2.8 of the Code for six months following the date of this announcement.
Under Note 2 on Rule 2.8 of the Code, Jaggaer has reserved the right to set the restrictions in Rule 2.8 aside in the following circumstances:
a. with the agreement of the board of Tungsten;
b. if a third party, including Kofax or Accel-KKR, announces a firm intention to make an offer for Tungsten;
c. if Tungsten announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
d. if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
Enquiries
Tungsten Corporation plc | Tel: +44 (0) 20 7280 6980 |
Paul Cooper, Chief Executive Officer |
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Canaccord Genuity Limited | Tel: +44 (0) 20 7523 8300 |
Simon Bridges |
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Andrew Potts |
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Important notices
This announcement 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.
The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclaimer
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Jaggaer and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Jaggaer for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, of icers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained herein, or otherwise.