TIDMTAX TIDMTTM
RNS Number : 6233S
Stripes BidCo Limited
12 March 2019
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
12 March 2019
INCREASED RECOMMED CASH ACQUISITION
of
Tax Systems plc ("Tax Systems" or the "Company")
by
Stripes Bidco Limited ("Bidco")
a wholly owned subsidiary of funds managed by Bowmark Capital
LLP and its affiliates
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Increased Acquisition Price and Additional Irrevocable
Undertaking
Introduction
On 13 February 2019, the Independent Directors of Tax Systems
and the Board of Bidco announced that they had reached agreement on
the terms of a recommended cash acquisition of Tax Systems by Bidco
at a price of 110 pence in cash for each Tax Systems Share, to be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act. The Scheme Document was posted
to Tax Systems Shareholders on 21 February 2019.
The Increased Acquisition Price
The Board of Bidco and the Independent Directors of Tax Systems
are pleased to announce today that they have reached agreement on
the terms of an increased recommended all cash offer by Bidco to
acquire the entire issued and to be issued share capital of Tax
Systems (the "Increased Acquisition").
Under the terms of the Increased Acquisition, Tax Systems
Shareholders will be entitled to receive:
for each Tax Systems Share held 115 pence in cash (the "Increased Acquisition Price")
The Increased Acquisition values the entire issued and to be
issued share capital of Tax Systems at approximately GBP102.3
million on a fully diluted basis. The Increased Acquisition Price
represents:
-- a premium of approximately 14.4 per cent. to the Closing
Price of 100.5 pence on 6 February 2019, being the Business Day
prior to the commencement of the Offer Period;
-- a premium of approximately 25.8 per cent. to the volume
weighted average price of 91.4 pence for the 12 months to 6
February 2019, being the Business Day prior to the commencement of
the Offer Period; and
-- a premium of approximately 71.6 per cent. to the 67 pence at
which Tax Systems Shares were issued to fund the reverse takeover
of Tax Computer Systems Limited in July 2016.
Irrevocable Undertakings and support for the Increased
Acquisition
In addition to its previously announced irrevocable undertakings
(the "Original Irrevocable Undertakings"), which remain binding
with regards the Increased Acquisition, Bidco has received an
irrevocable undertaking from Weiss Asset Management LP to vote (or
to procure the voting) in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (or, in
the event that the Increased Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of the Takeover
Offer) in respect of a total of 21,037,978 Tax Systems Shares,
representing, in aggregate, approximately 24.27 per cent. of the
share capital of Tax Systems in issue on 11 March 2019, being the
last Business Day prior to the date of this announcement (the
"Additional Irrevocable Undertaking").
The Additional Irrevocable Undertaking will cease to be binding
if (a) Bidco announces, with the consent of the Takeover Panel,
that it does not intend to make or proceed with the Increased
Acquisition; or (b) the Increased Acquisition lapses or is
withdrawn in accordance with its terms.
With the Original Irrevocable Undertakings (save for that
received from Gavin Lyons referred to below) and the Additional
Irrevocable Undertaking, Bidco has, therefore, received irrevocable
undertakings from Tax Systems Shareholders to vote (or to procure
the voting) in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, in the event
that the Increased Acquisition is implemented by way of a Takeover
Offer, to accept or procure acceptance of the Takeover Offer) in
respect of a total of 61,432,676 Tax Systems Shares, representing,
in aggregate, approximately 70.88 per cent. of the share capital of
Tax Systems in issue on 11 March 2019, being the last Business Day
prior to the date of this announcement.
One of the Original Irrevocable Undertakings was received from
MXC Capital. In connection with the Increased Acquisition, and
conditional on the sanction of the Scheme by the Court, MXC
Guernsey Limited ("MXCG"), a subsidiary of MXC Capital, has given
an undertaking to the Company to exercise no more than 860,755 of
its Warrants over Tax Systems Shares (the "Warrant Undertaking").
The remaining 2,501,886 Warrants held by MXCG (which, if exercised,
would have resulted in 2,501,886 Scheme Shares being issued) will
lapse upon the sanction of the Scheme by the Court. Bidco and MXCG
have separately entered into an agreement dated 12 March 2019
pursuant to which Bidco has agreed to pay GBP200,000 to MXCG in
consideration for and conditional upon MXCG entering into and
performing the Warrant Undertaking (the "Warrant Fee Agreement").
The Warrant Fee Agreement is also conditional on the sanction of
the Scheme by the Court.
As MXC Capital is a substantial shareholder of the Company, it
is deemed to be a related party pursuant to the AIM Rules for
Companies (the "AIM Rules") and entering into the Warrant
Undertaking is a related party transaction for the purposes of Rule
13 of the AIM Rules (the "Related Party Transaction"). Paul Gibson,
a Non-Executive Director, is not independent for the purposes of
the Related Party Transaction given that he is also a partner of
MXC Advisory Ltd, a subsidiary of MXC Capital. The other Tax
Systems Directors are all deemed independent for this purpose and
consider, having consulted with Tax Systems' nominated adviser
finnCap, that the terms of the Related Party Transaction are fair
and reasonable insofar as Tax Systems Shareholders are
concerned.
Bidco received an Original Irrevocable Undertaking from Gavin
Lyons (the only Tax Systems Director who is interested in Tax
Systems Shares) to vote (or to procure the voting) in favour of the
Special Resolution to be proposed at the General Meeting (or, in
the event that the Increased Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of the Takeover
Offer) in respect of 149,254 Tax Systems Shares, being his entire
beneficial holding of Tax Systems Shares, representing
approximately 0.17 per cent. of the share capital of Tax Systems in
issue on 11 March 2019, being the last Business Day prior to the
date of this announcement.
Recommendation
The Independent Directors, who have been so advised by Oakley
Advisory and finnCap as to the financial terms of the Increased
Acquisition, unanimously consider the terms of the Increased
Acquisition to be fair and reasonable. In providing their advice to
the Independent Directors, Oakley Advisory and finnCap have taken
into account the commercial assessments of the Independent
Directors. Oakley Advisory and finnCap are providing independent
financial advice to the Independent Directors for the purposes of
Rule 3 of the Code.
Accordingly, the Independent Directors consider the terms of the
Increased Acquisition to be in the best interests of Tax Systems
Shareholders as a whole and unanimously recommend that Tax Systems
Shareholders vote in favour of the Scheme at the Court Meeting and
approve the Resolutions to be proposed at the General Meeting.
Shareholder Meetings
The Board of Bidco and Independent Directors of Tax Systems
remind Tax Systems Shareholders that the Court Meeting and the
General Meeting in connection with the Increased Acquisition will
both be held at the offices of K&L Gates LLP, One New Change,
London EC4M 9AF on 15 March 2019. The Court Meeting will start at
10.00 a.m. and the General Meeting will start at 10.10 a.m.
As further detailed in the Scheme Document, to become effective,
the Scheme will require, among other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of the
Resolutions at the General Meeting. It is important that, for the
Court Meeting in particular, as many votes as possible are cast so
that the Court may be satisfied that there is a fair and reasonable
representation of the opinion of the Scheme Shareholders. Scheme
Shareholders who have not already done so are therefore strongly
urged to complete, sign and return the Forms of Proxy, or,
alternatively, submit your proxy by electronic means, for both the
Court Meeting and the General Meeting, as soon as possible. As
outlined below, BLUE Forms of Proxy already submitted in respect of
the Court Meeting and WHITE Forms of Proxy submitted in respect of
the General Meeting in accordance with the instructions set out
therein, and electronic proxy appointments, will continue to be
valid in respect of the Increased Acquisition.
Financing the Increased Acquisition
The cash consideration payable by Bidco pursuant to the
Increased Acquisition and the amount required to refinance the
existing facilities of Tax Systems Group will be funded through
equity financing of GBP70.3 million in aggregate drawn down from
the Bowmark Funds, of which GBP30.3 million is being provided by
the Co-Invest Funds, and debt facilities further described in the
Scheme Document. In connection with their equity financing of
Bidco, each of the Bowmark Funds has entered into an Equity
Commitment Letter with Bidco.
GCA Altium, in its capacity as financial adviser to Bidco and
Bowmark, is satisfied that sufficient resources are available to
Bidco to enable it to satisfy, in full, the cash consideration
payable to Tax Systems Shareholders under the terms of the
Increased Acquisition.
General
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 9 of the
Scheme Document. If any of the dates and / or times in the expected
timetable change, the revised dates and / or times will be notified
by announcement through a Regulatory Information Service.
BLUE Forms of Proxy submitted in respect of the Court Meeting
and WHITE Forms of Proxy submitted in respect of the General
Meeting in accordance with the instructions set out therein, and
electronic proxy appointments, will continue to be valid in respect
of the Increased Acquisition. The completion and return of a Form
of Proxy does not prevent a Tax Systems Shareholder from attending,
speaking at or voting in person at the Court Meeting and the
General Meeting, or any adjournments thereof, if such Tax Systems
Shareholder wishes and is entitled to do so. Tax Systems
Shareholders who have already completed and returned their Forms of
Proxy and wish to change their voting instructions as a result of
the Increased Acquisition should contact the Company's registrar,
Computershare, for details as to how to do this. Computershare's
contact details are set out at the end of this announcement and in
the Scheme Document.
The Increased Acquisition does not change Bidco's intentions as
regards the business of Tax Systems (including locations of its
operations), the management and employees of Tax Systems and the
proposals in respect of the Tax Systems Option and Warrant
Arrangements, as set out in the Scheme Document. Further, the
Increased Acquisition does not change the Sweet Equity Arrangements
as described in the Scheme Document and the sums of money invested
by the Rollover Managers in the Bidco Group remains as described in
the Scheme Document.
Save as disclosed in this announcement, the Increased
Acquisition will be subject to the terms and conditions set out in
the Scheme Document.
In addition to the documents which are already available for
inspection, as set out in the Announcement and the Scheme Document,
(i) the written consents provided by each of GCA Altium, Oakley and
finnCap to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in
which they appear; (ii) the Additional Irrevocable Undertaking;
(iii) the Warrant Undertaking; and (iv) the Warrant Fee Agreement
will be made available on Tax Systems' website which can be
accessed directly at the address www.taxsystems.com/announcement by
no later than 12.00 p.m. on the Business Day following the date of
this announcement.
Capitalised terms in this announcement, unless otherwise
defined, have the meaning given to them in the Scheme Document.
Enquiries:
Bidco / Bowmark Tel: +44 (0)20 7189
9000
Charles Ind / David Torbet / Stephen Delaney
GCA Altium (Financial Adviser to Bidco and Tel: +44 (0)20 7484
Bowmark) 4040
Stephen Georgiadis / Tim Richardson / Declan
O'Connor
Tax Systems plc Tel: +44 (0)1784
777 700
Clive Carver / Kevin Goggin
Oakley Advisory (Lead Financial Adviser and Tel: +44 (0)20 7766
Joint Rule 3 Adviser to Tax Systems) 6900
Chris Godsmark / Marc Jones / Max Gilbert
/ Sarthak Sawlani
finnCap (Joint Rule 3 Adviser, Nominated Tel: +44 (0)20 7220
Adviser and Broker to Tax Systems) 0500
Jonny Franklin-Adams / Henrik Persson / James
Thompson
Stephenson Harwood LLP is providing legal advice to Bowmark and
Bidco. K&L Gates LLP is providing legal advice to Tax
Systems.
Further information
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 Increased Acquisition or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Tax Systems in any jurisdiction in contravention of applicable law.
Any vote in respect of the Scheme or other response in relation to
the Increased Acquisition should be made only on the basis of the
information contained in the Scheme Document.
GCA Altium, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Bidco and Bowmark and for no one else in
connection with the Increased Acquisition or any matters referred
to in this announcement and will not be responsible to anyone other
than Bidco and Bowmark for providing the protections afforded to
its clients nor for providing advice in relation to the Increased
Acquisition, the contents of this announcement or any other matters
referred to in this announcement.
Oakley Advisory, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to Tax Systems and for no one else in connection with the
Increased Acquisition or any matters referred to in this
announcement and will not be responsible to anyone other than Tax
Systems for providing the protections afforded to its clients nor
for providing advice in relation to the Increased Acquisition, the
contents of this announcement or any other matters referred to in
this announcement.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as financial adviser,
nominated adviser and broker to Tax Systems and for no one else in
connection with the Increased Acquisition or any matters referred
to in this announcement and will not be responsible to anyone other
than Tax Systems for providing the protections afforded to its
clients nor for providing advice in relation to the Increased
Acquisition, the contents of this announcement or any other matters
referred to in this announcement.
The Increased Acquisition will be made solely by means of the
Scheme Document or any document by which the Takeover Offer is
made, which contains the full terms and conditions, including
details of how to vote in respect of the Scheme. Any decision, vote
or other response in respect of the Increased Acquisition should be
made only on the basis of information contained in the Scheme
Document as supplemented by the contents of this announcement.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Code 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 the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of Tax Systems Shareholders who
are not resident in the United Kingdom to participate in the
Increased Acquisition may be restricted by the laws and/or
regulations of those jurisdictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Scheme Shares with respect to the Scheme at the Court Meeting or
with respect to the Resolutions at the General Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting and/or General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
Tax Systems Shareholders who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
The Increased Acquisition will not be made, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws of that jurisdiction and no person may
vote in favour of the Acquisition by any use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and the formal documentation relating to the Increased Acquisition
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 custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction.
Notice to US investors
Tax Systems Shareholders in the United States should note that
the Increased Acquisition relates to the securities of a company
organised under the laws of England and Wales and is proposed to be
effected by means of a scheme of arrangement under the laws of
England and Wales. This announcement, the Scheme Document and
certain other documents relating to the Acquisition have been
prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Increased Acquisition is subject to the disclosure requirements of
and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United State or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
Tax Systems' financial statements, and all financial information
that is included in this announcement and in the Scheme Document,
or any other documents relating to the Acquisition, have been
prepared in accordance with International Financial Reporting
Standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
Forward Looking Statements
This announcement contains certain statements about Bidco and
Tax Systems that are, or may be deemed to be, "forward-looking
statements" which are prospective in nature. All statements other
than statements of historical fact, are or may be deemed to be,
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and are
therefore subject to known and unknown risks and uncertainties
which could cause actual results, performance or events to differ
materially from the future results, performance or events expressed
or implied by the forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "goal", "objective", "outlook", "risks", "seeks" or
words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might", "probably" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future
expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this
announcement on behalf of Bidco or Tax Systems are made as of the
date of this announcement based on the opinions and estimates of
directors of Bidco and Tax Systems, respectively. Each of Bidco and
Tax Systems and their respective members, directors, officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law. Neither Bidco,
Tax Systems nor their respective members, directors, officers or
employees, advisers or any person acting on their behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur.
No forward-looking or other statements have been reviewed by the
auditors of Bidco or Tax Systems. All subsequent oral or written
forward-looking statements attributable to Bidco, Tax Systems or to
any of their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
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 the figures that precede them.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Bidco or Tax Systems for any period and no statement
in this announcement should be interpreted to mean that cash flow
from operations, earnings, or earnings per share or income for the
current or future financial years would necessarily match or exceed
the historical published cash flow from operations, earnings,
earnings per share or income of Tax Systems.
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 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) of the Code applies must be made by no
later than 3:30 p.m. (London time) on the 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (London time) on the 10(th) 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 1 per 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 normally 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 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 and availability of hard copies
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Tax Systems' website at
www.taxsystems.com/announcement by no later than 12 noon (London
time) on the Business Day following this announcement. Neither the
content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated
into, or forms part of, this announcement.
Any person who is required to be sent a copy of this
announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
submitting a request in writing to Computershare, Corporate Actions
Projects, Bristol BS99 6AH or by calling Computershare on 0370 707
1238 or +44 370 707 1238 if calling from outside the United
Kingdom. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
8:30 a.m. and 5:30 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that Computershare cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Save as otherwise referred to above, a hard copy of this
announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Tax Systems confirms
that, as at the date of this announcement, its current issued share
capital comprises 86,673,530 ordinary shares of one pence each. Tax
Systems does not hold any Tax Systems Shares in treasury. The
International Securities Identification Number for Tax Systems
Shares is GB00BDHLGB97.
Electronic communications
Please be aware that all addresses, electronic addresses (if
any) and certain other information provided by the Tax Systems
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Tax Systems may be
provided to offerors (including Bidco) during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
General
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 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 appropriate authorised independent financial adviser.
Responsibility statements
The Independent Directors each accept responsibility for the
information contained in this announcement, other than the
information for which responsibility is taken by the Bowmark
Responsible Persons or the Tax Systems Directors (other than Paul
Gibson), including the recommendations and opinions of the
Independent Directors relating to the Increased Acquisition
contained in this announcement. To the best of the knowledge and
belief of the Independent Directors (who have taken all reasonable
care to ensure that such is the case) the information contained in
this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
The Bowmark Responsible Persons each accept responsibility for
the information contained in this announcement, including
expressions of opinion, relating to Bowmark and the Wider Bidco
Group. To the best of the knowledge and belief of the Bowmark
Responsible Persons (who have taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Tax Systems Directors (other than Paul Gibson), each accept
responsibility for the information contained in this announcement
concerning the Related Party Transaction, including the
recommendations and opinions of those Tax Systems Directors
relating to the Related Party Transaction contained in this
announcement. To the best of the knowledge and belief of the Tax
Systems Directors (other than Paul Gibson) (who have taken all
reasonable care to ensure that such is the case) the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Appendix I
Sources of information and bases of calculation
In this announcement, unless otherwise stated (such as in the
Announcement or Scheme Document), or the context otherwise
requires, the bases and sources used are set out below.
1. As at the last Business Day prior to the date of this
announcement there were 86,673,530 Tax Systems Shares in issue.
2. The value of the issued and to be issued share capital of Tax
Systems at the Increased Acquisition Price has been calculated by
multiplying the Increased Acquisition Price of 115 pence per share
by 88,948,713 issued and to be issued Tax Systems Shares, which
consists of 86,673,530 Tax Systems Shares in issue as at the last
Business Day prior to the date of this announcement, plus 1,414,428
Tax Systems Shares which may be issued as consideration if the EMI
Options are exercised plus 860,755 Tax Systems Shares to be issued
on the exercise of the Warrant.
3. The number of Scheme Shares entitled to be voted at the Court
Meeting is 86,524,276 and has been calculated by subtracting the
Excluded Shares from the 86,673,530 Tax Systems Shares in issue as
at the last Business Day prior to the date of this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPLLFIFVDIFLIA
(END) Dow Jones Newswires
March 12, 2019 08:26 ET (12:26 GMT)
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