TIDMTUNG
RNS Number : 0077P
Tungsten Corporation PLC
15 June 2022
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.
15 June 2022
RECOMMED CASH ACQUISITION
of
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
EXERCISE OF OPTIONS, ISSUE OF EQUITY AND RULE 2.9
ANNOUNCEMENT
Tungsten Corporation plc (AIM:TUNG) ("Tungsten" or the
"Company"), announces that, following the Court sanctioning the
Scheme in relation with the recommended cash offer by Project
California Bidco Limited ("Bidco") earlier today, the Company has
today allotted and issued a total of 1,779,227 new ordinary shares
of 0.438p each in the Company ("New Ordinary Shares"). The New
Ordinary Shares have been issued pursuant to the exercise of
options in accordance with proposals made to participants in the
Tungsten Share Plans in accordance with Rule 15 of the Code, as
described in Part II of the scheme document published on 25 April
2022 (the "Scheme Document"). The issue of New Ordinary Shares
follows the exercise of 1,059,730 options by certain employees and
former employees and 719,497 options exercised today by the
following PDMRs, resulting in the issue of the following number of
New Ordinary Shares:
Tungsten PDMR Number of New Total Holding % Holding
Ordinary Shares
Tony Bromovsky 376,166 1,310,270 1.02
----------------- -------------- ----------
Patrick Clark 258,688 263,648 0.21
----------------- -------------- ----------
Ian Kelly 84,643 84,643 0.07
----------------- -------------- ----------
Notifications by the Tungsten PDMRs in accordance with the
Market Abuse Regulation are set out in the Appendix to this
announcement.
As a result of the exercise of options, application has been
made for the New Ordinary Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will become
effective, and trading will commence at 8.00 a.m. on 16 June 2022.
The New Ordinary Shares will rank pari passu with the existing
shares of the Company.
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, Tungsten confirms that, on 15 June 2022 (the date of this
announcement), it has 128,317,189 ordinary shares of 0.438p each in
issue. This figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules. The International Securities Identification
Number for Tungsten Shares is GB00B7Z0Q502.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document,
a copy of which is available, subject to certain restrictions
relating to persons in Restricted
Jurisdictions, on Tungsten's website at www.tungsten-network.com/takeover-documentation/ .
Enquiries
Tungsten Corporation plc Tel: +44 (0) 20 7280
6980
Paul Cooper, Chief Executive Officer
Canaccord Genuity Limited (Financial Adviser, Tel: +44 (0) 20 7523
Nominated Adviser and Corporate Broker 8000
to Tungsten)
Simon Bridges
Andrew Potts
Tavistock (financial PR and IR for Tungsten) Tel: +44 (0) 20 7920
3150
Heather Armstrong tungstencorp@tavistock.co.uk
Katie Hopkins
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.
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 Acquisition 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 Acquisition or any other matter 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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 Takeover 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(s), 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.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Tungsten Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations of those jurisdictions. Therefore, any persons who are
subject to the laws and regulations of any jurisdiction other than
the United Kingdom or Tungsten Shareholders who are not resident in
the United Kingdom should inform themselves about and observe any
applicable requirements in their jurisdiction. Any Tungsten
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. U.S. Tungsten Shareholders should note that
the Scheme relates to the shares of an English company and will be
governed by English law. Neither the U.S. proxy solicitation rules
nor the tender offer rules under the U.S. Securities Exchange Act
of 1934, as amended, will apply to the Acquisition and the Scheme.
Moreover, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure
requirements of the U.S. proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Circular has
been prepared in accordance with accounting standards applicable in
the UK and may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for U.S. Tungsten Shareholders to enforce
their rights and any claim arising out of the U.S. federal
securities laws, since Bidco and Tungsten are located in a non-U.S.
jurisdiction, and some or all of their officers and directors are
residents of non-U.S. jurisdictions. U.S. Tungsten Shareholders may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgement.
In accordance with the Takeover Code and normal UK practice, (a)
Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Tungsten outside of the
United States, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn and (b) Canaccord Genuity and its
affiliates will continue to act as an exempt principal trader in
Tungsten securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause
(a) of this paragraph, they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices, and any information about such purchases or arrangements to
purchase would be disclosed as required in the UK, would be
reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at
www.londonstockexchange.com. Purchases contemplated by clause (b)
of this paragraph that are required to be made public in the United
Kingdom pursuant to the Takeover Code would be reported to a
Regulatory Information Service and would be available on the London
Stock Exchange website at www.londonstockexchange.com. Information
would also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Further details in relation to Tungsten Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Publication on a website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tungsten's website at
www.tungsten-network.com/takeover-documentation/ and 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 contents of these websites are not
incorporated by reference and do not form part of this
Announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Tungsten for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Tungsten.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Tungsten
Shareholders, persons with information rights and participants in
Tungsten Share Plans may request a hard copy of this Announcement
by contacting Tungsten' registrars, Equiniti, either in writing to
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom, or by calling +44 (0)371 3842030. Calls outside the UK
will be charged at the applicable international rate. Lines are
open between 8.30 am and 5.30 pm Monday to Friday excluding public
holidays in England and Wales. For persons who receive a copy of
this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Tungsten Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Tungsten may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
APPIX
1 Details of Persons Discharging Managerial Responsibilities
('PDMR') / person closely associated with them ('PCA')
a) Name Tony Bromovsky
------------------------- --------------------------------------------
2 Reason for notification
-----------------------------------------------------------------------
a) Position / status Chairman
------------------------- --------------------------------------------
b) Initial notification Initial Notification
/ amendment
------------------------- --------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Tungsten Corporation plc
------------------------- --------------------------------------------
b) LEI 213800KY57NETI1IJ428
------------------------- --------------------------------------------
4 Details of the transaction(s):
-----------------------------------------------------------------------
a) Description of the Options over ordinary shares of 0.438p each
financial instrument ISIN: GB00B7Z0Q502
Identification code
------------------------- --------------------------------------------
b) Nature of transaction Exercise of options
------------------------- --------------------------------------------
c) Price(s) and volume(s) 376,166 / 0.438p per share
------------------------- --------------------------------------------
d) Aggregated information N/A (single transaction)
Aggregated volume
Price
------------------------- --------------------------------------------
e) Date of the transaction 15 June 2022
------------------------- --------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------- --------------------------------------------
1 Details of Persons Discharging Managerial Responsibilities
('PDMR') / person closely associated with them ('PCA')
a) Name Patrick Clark
------------------------- --------------------------------------------
2 Reason for notification
-----------------------------------------------------------------------
a) Position / status General Counsel
------------------------- --------------------------------------------
b) Initial notification Initial Notification
/ amendment
------------------------- --------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Tungsten Corporation plc
------------------------- --------------------------------------------
b) LEI 213800KY57NETI1IJ428
------------------------- --------------------------------------------
4 Details of the transaction(s):
-----------------------------------------------------------------------
a) Description of the Options over ordinary shares of 0.438p each
financial instrument ISIN: GB00B7Z0Q502
Identification code
------------------------- --------------------------------------------
b) Nature of transaction Exercise of options
------------------------- --------------------------------------------
c) Price(s) and volume(s) 30,000 / 43.45p per share
125,000 / 52.56p per share
76,893 / 0.438p per share
26,795 / 0.438p per share
------------------------- --------------------------------------------
d) Aggregated information N/A (single transaction)
Aggregated volume
Price
------------------------- --------------------------------------------
e) Date of the transaction 15 June 2022
------------------------- --------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------- --------------------------------------------
1 Details of Persons Discharging Managerial Responsibilities
('PDMR') / person closely associated with them ('PCA')
a) Name Ian Kelly
------------------------- --------------------------------------------
2 Reason for notification
-----------------------------------------------------------------------
a) Position / status Chief Financial Officer
------------------------- --------------------------------------------
b) Initial notification Initial Notification
/ amendment
------------------------- --------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Tungsten Corporation plc
------------------------- --------------------------------------------
b) LEI 213800KY57NETI1IJ428
------------------------- --------------------------------------------
4 Details of the transaction(s):
-----------------------------------------------------------------------
a) Description of the Options over ordinary shares of 0.438p each
financial instrument ISIN: GB00B7Z0Q502
Identification code
------------------------- --------------------------------------------
b) Nature of transaction Exercise of options
------------------------- --------------------------------------------
c) Price(s) and volume(s) 53,382 / 0.438p per share
31,261 / 0.438p per share
------------------------- --------------------------------------------
d) Aggregated information N/A (single transaction)
Aggregated volume
Price
------------------------- --------------------------------------------
e) Date of the transaction 15 June 2022
------------------------- --------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------- --------------------------------------------
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END
MSCBDGDLLDBDGDU
(END) Dow Jones Newswires
June 15, 2022 08:31 ET (12:31 GMT)
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