EG Solutions plc Posting of Scheme Document (6052R)

TIDMEGS TIDMTTM

RNS Number : 6052R

EG Solutions plc

22 September 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

22 September 2017

RECOMMED CASH OFFER

for

eg solutions plc ("EG")

by

Verint WS Holdings Limited ("Verint")

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 5 September 2017, the boards of Verint and EG announced that they had reached agreement on the terms of a recommended all cash offer to be made by Verint for the entire issued and to be issued share capital of EG (the "Offer"). The Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Offer, EG Shareholders holding Scheme Shares at the Scheme Record Time shall be entitled to receive 112.5 pence in cash for each Scheme Share held.

The Boards of Verint and EG are pleased to announce that the scheme document in relation to the Offer (the "Scheme Document") is today being posted to EG Shareholders, setting out, amongst other things, the full terms and conditions of the Offer, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by EG Shareholders, together with the Forms of Proxy for the Meetings.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on EG's website at www.egsplc.com up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this Announcement.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things, the approval of Scheme Shareholders at a Court Meeting (by a majority in number of the EG Shareholders present and voting (in person or by proxy) at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such EG Shareholders) and the passing of a special resolution at a General Meeting.

Notices convening the Court Meeting and the General Meeting for 2.30 p.m. and 2.45 p.m. respectively on 23 October 2017 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Freeths LLP, One Vine Street, London W1J 0AH, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of voting Scheme Shareholders' opinion. Voting Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.

If the Scheme is duly approved by voting Scheme Shareholders, the specified resolutions are approved by EG Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes Effective in accordance with its terms, it is currently expected that trading on AIM of EG Shares will be suspended at 7.30 a.m. on 2 November 2017 and subsequently cancelled from admission to trading on AIM at 8.00 a.m. on 6 November 2017.

Amended Director irrevocable undertakings

Irrevocable undertakings to vote, or procure the vote, in favour of all of the Resolutions have been received from Elizabeth Gooch, Nigel Payne and George Rolls in respect of their entire beneficial holdings of EG Shares amounting, in aggregate, to 4,084,541 EG Shares, which represents approximately 18.01 per cent. of the ordinary share capital of EG in issue on 21 September 2017 (being the latest practicable date prior to the publication of Scheme Document) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer). Michael Woolley and Robert Krakauer do not have any beneficial holdings in EG Shares.

It should be noted that the numbers of EG Shares quoted above in respect of which certain Directors have given irrevocable undertakings differ from the figures set out in the announcement of the Offer on 5 September 2017 by a total of 68,789 EG Shares (which represents approximately 0.30 per cent. of the issued share capital of EG). This has arisen due to a discrepancy in the beneficial shareholdings of Elizabeth Gooch and George Rolls which came to light after 5 September 2017. The correct beneficial shareholdings are 3,946,641 EG Shares for Elizabeth Gooch and 111,450 EG Shares for George Rolls. Each of Elizabeth Gooch and George Rolls has executed and delivered to Verint a revised form of irrevocable undertaking reflecting the above corrected figures.

Full details of the Director irrevocable undertakings, together with those given by the EBT and certain other EG Shareholders, are set out at paragraph 5 of Part I and Part X of the Scheme Document.

Timetable

The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references in this document to times are to London time unless otherwise stated.

 
 Event                                               Time/date) 
 Latest time for lodging blue              2.30pm on 19 October 
  Forms of Proxy for the Court                          2017(1) 
  Meeting 
 Latest time for lodging white             2.45pm on 19 October 
  Forms of Proxy for the General                           2017 
  Meeting 
 Voting Record Time for Court              5.00pm on 19 October 
  Meeting and General Meeting                           2017(2) 
 Court Meeting                             2.30pm on 23 October 
                                                           2017 
 General Meeting                           2.45pm on 23 October 
                                                        2017(3) 
 The following dates are indicative 
  only and are subject to change 
  (4) 
 Scheme Court Hearing                           1 November 2017 
 Last date for dealings in,                     1 November 2017 
  and registrations of transfers 
  of and disablement in CREST 
  of, EG Shares 
 Suspension of dealings in EG             7.30 am on 2 November 
  Shares                                                   2017 
 Scheme Record Time                        6.00pm on 2 November 
                                                           2017 
 Effective Date of the Scheme                   3 November 2017 
 Cancellation of admission to              7.00am on 6 November 
  trading on AIM of EG Shares                              2017 
 Latest date for despatch of                  Within 14 days of 
  cheques and/or crediting of                the Effective Date 
  CREST accounts for cash consideration 
  due under the Scheme 
 Latest date for Scheme to become              15 December 2017 
  Effective                                                 (5) 
 

NOTES:

(1) The blue Form of Proxy for the Court Meeting may, alternatively, be handed to Capita Asset Services or the Chairman of the Court Meeting before the start of the Court Meeting. However, it is requested that, if possible, blue Forms of Proxy be lodged at least 48 hours before the time appointed for the Court Meeting.

(2) If either of the Meetings is adjourned, then the Voting Record Time for the relevant reconvened Meeting will be 6pm on the date two days before the date set for the relevant reconvened meeting.

(3) If the Court Meeting has not been concluded or adjourned before the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.

(4) These dates are indicative only and will depend, amongst other things, on the date upon which (i) the Conditions are either satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is delivered to the Registrar of Companies.

(5) This is the latest date by which the Scheme may become Effective unless Verint and EG agree, with the consent of the Panel and (if required) the Court, a later date.

The dates given are based on EG's current expectations and may be subject to change. EG will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service and by posting notice of these dates on its website www.egsplc.com. Further updates of changes to other times or dates indicated above shall, at EG's discretion, be notified in the same way. All EG Shareholders have the right to attend the Scheme Court Hearing.

S 

CONTACTS

 
                                                 +44 (0) 1785 
eg solutions plc                                  715772 
Elizabeth Gooch 
 Michael Woolley 
 
                                                 +44 (0) 1932 
Verint WS Holdings Limited                        509336 
Alex Shipley 
 
Nplus1 Singer Advisory LLP (Nominated adviser,   +44 (0)20 
 broker and financial adviser to EG)              7496 3000 
Shaun Dobson 
 Alex Price 
                                                 +44 (0) 20 
KPMG LLP (financial adviser to Verint)            7311 1000 
Helen Roxburgh 
Michael Nicholson 
 
Yellow Jersey PR Limited (PR adviser to EG) 
                                                 +44 (0) 7748 
                                                  843871 
Felicity Winkles                                  +44 (0) 7769 
 Joe Burgess                                      325254 
 

About eg solutions plc

eg solutions is a back office workforce optimisation software Group. eg pioneered this new market space and developed the most complete, purpose built workforce optimisation software for back offices - the only solution that manages work, people and end-to-end processes wherever they are undertaken, anywhere in the world.

eg solutions' software is now used by leading UK, international and global companies in multiple industry sectors including financial services, healthcare and utilities. Using its forecasting, scheduling, real-time work management and operational analytics capabilities, eg delivers measureable improvements in service, quality, productivity and regulatory compliance. When supported by eg's implementation and training services eg guarantee a return on investment in short timescales.

The Group is listed on AIM, the London Stock Exchange's international market for smaller growing companies (EGS).

Important notices

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for EG and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than EG for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the matters referred to herein. Neither N+1 Singer 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 N+1 Singer in connection with the matters referred to in this Announcement, or otherwise.

KPMG, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Verint and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Verint for providing the protections afforded to clients of KPMG, nor for providing advice in relation to the matters referred to herein. Neither KPMG 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 KPMG in connection with the matters referred to in this Announcement, or otherwise.

Jones Day are retained as legal advisers to Verint.

Freeths LLP are retained as legal advisers to EG.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Offer is being made solely through the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. EG Shareholders are advised to read the Scheme Document carefully.

Overseas Shareholders

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this Announcement and any formal documentation relating to the Offer is 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, into or from any Restricted Jurisdiction.

This Announcement has been prepared for the purpose of complying with English law, the Code 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 the United Kingdom.

Publication on website and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Verint's website at www.verint.com/about/investor-relations and on EG's website at www.egsplc.com/regulatory-news no later than 12 noon (London time) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. 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 from EG by contacting Michael Woolley at EG (telephone number [phone]) or by writing to Barn 1, Dunston Business Village, Dunston, Stafford, ST18 9AB.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of EG 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) EG 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 EG 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 one per cent. or more of any class of relevant securities of EG or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of EG 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) EG 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 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 EG 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 EG and by any offeror and Dealing Disclosures must also be made by EG, 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to EG Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by EG Shareholders, persons with information rights and other relevant persons for the receipt of communications from EG may be provided to the Verint during the Offer Period as required under Section 4 of Appendix 4 of the Code.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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September 22, 2017 09:30 ET (13:30 GMT)