Tax Systems PLC Results of Court Meeting and General Meeting (0870T)

TIDMTAX

RNS Number : 0870T

Tax Systems PLC

15 March 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

15 March 2019

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

Results of Court Meeting and General Meeting

The Directors of Tax Systems are pleased to announce that, at a Court Meeting and General Meeting (each as defined below) which were held earlier today, the shareholders of Tax Systems approved by the requisite majorities all of the resolutions proposed at each of the meetings in respect of the acquisition by Bidco of the entire issued and to be issued share capital of Tax Systems (the "Acquisition"). The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme"), full details of which were sent to the shareholders of Tax Systems in the circular dated 21 February 2019 (the "Scheme Document"). On 12 March 2019, the Company and Bidco announced that, in accordance with paragraph 7 of the Scheme, they had reached agreement to modify the terms of the Scheme to increase the price to be paid by Bidco from 110 pence to 115 pence per Scheme Share (as defined in the Scheme Document) and the Court will be requested to sanction the Scheme as modified by this agreement.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the Scheme Document.

The number of Tax Systems Shares in issue at 6.00 p.m. on 13 March 2019, being the Scheme Voting Record Time, was 86,673,530.

Court Meeting

The first meeting, convened in accordance with an order of the Court dated 18 February 2019, sought approval from Scheme Shareholders (as defined in the Scheme Document) for the Scheme (the "Court Meeting").

The resolution proposed at the Court Meeting was decided on a poll. A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 94.23 per cent by value of those Scheme Shares (as defined in the Scheme Document) voted, voted in favour of the resolution to approve the Scheme.

Accordingly, the resolution proposed at the Court Meeting was duly passed.

Details of the votes cast were as follows:

 
                                  No. of                    % of Scheme               No. of               % of                 % of 
                                  Scheme                    Shareholders              Scheme               Scheme               Shares 
                                  Shareholders              present and               Shares               Shares               present 
                                  present and               voting                    present              present              and 
                                  voting                                              and                  and                  voting 
                                                                                      voting               voting               as a % 
                                                                                                                                of all 
                                                                                                                                Scheme 
                                                                                                                                Shares 
                                                                                                                                in 
                                                                                                                                issue 
            For                  23                      82.14%                75,184,264             94.23%               86.89% 
                      ------------------------  ------------------------  -------------------  -------------------  ------------------- 
            Against               5                      17.86%                4,604,610              5.77%                5.32% 
                      ------------------------  ------------------------  -------------------  -------------------  ------------------- 
            Total                28                      100.00%               79,788,874            100.00%               92.21% 
                      ------------------------  ------------------------  -------------------  -------------------  ------------------- 
 

General Meeting

The General Meeting (as defined in the Scheme Document) sought approval for a special resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company, and an ordinary resolution to approve the Rollover Arrangements and Sweet Equity Arrangements set out in the Scheme Document (the "Resolutions"). The Resolutions were decided on a poll and duly passed by the requisite majorities.

Details of the votes cast were as follows:

Special Resolution

 
                                  No. of Shares                    % of Shares present              % of Shares 
                                  present and voting               and voting                       present and voting 
                                                                                                    as a % of the 
                                                                                                    issued share 
                                                                                                    capital of the 
                                                                                                    Company 
            For                  75,329,909                         94.24%                          86.91% 
                      -------------------------------  -------------------------------  ------------------------------ 
            Against              4,604,610                          5.76%                            5.31% 
                      -------------------------------  -------------------------------  ------------------------------ 
            Total                79,934,519                        100.00%                          92.22% 
                      -------------------------------  -------------------------------  ------------------------------ 
 

Ordinary Resolution

 
                                  No. of Shares                    % of Shares present              % of Shares 
                                  present and voting               and voting                       present and voting 
                                                                                                    as a % of the 
                                                                                                    issued share 
                                                                                                    capital of the 
                                                                                                    Company 
            For                  75,178,100                         94.23%                          86.73% 
                      -------------------------------  -------------------------------  ------------------------------ 
            Against              4,607,165                          5.77%                            5.32% 
                      -------------------------------  -------------------------------  ------------------------------ 
            Total                79,785,265                        100.00%                          92.05% 
                      -------------------------------  -------------------------------  ------------------------------ 
 

Next Steps and Key Dates

Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme by the Court.

The date of the Court hearing to sanction the Scheme is expected to be 22 March 2019.

It is intended that dealings in Tax Systems Shares will be suspended at 7.30 a.m. on 25 March 2019.

Subject to the Court approving the Scheme and the Scheme Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will come into effect on 25 March 2019.

If the Court sanctions the Scheme it is intended that the admission to trading of Tax Systems Shares on AIM will be cancelled with effect from 7.00 a.m. on 26 March 2019.

Settlement of the consideration to which any holder of Scheme Shares is entitled will be effected by not later than 8 April 2019.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived.

If any of the times and/or dates above change, the revised times and/or dates will be notified to Tax Systems Shareholders by announcement through a Regulatory Information Service.

A full indicative timetable is contained on page 9 of the Scheme Document.

Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Enquiries:

 
Tax Systems plc                                Tel: [phone] 
                                                777 700 
Clive Carver / Kevin Goggin 
Oakley (Lead Financial Adviser and Joint       Tel: [phone] 
 Rule 3 Adviser to Tax Systems)                 6900 
Chris Godsmark / Marc Jones / Max Gilbert 
 / Sarthak Sawlani 
finnCap (Joint Rule 3 Adviser, Nominated       Tel: [phone] 
 Adviser and Broker to Tax Systems)             0500 
Jonny Franklin-Adams / Henrik Persson / James 
 Thompson 
 

Further information

This announcement 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 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. The Scheme Document contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Oakley Advisory, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Tax Systems and for no-one else in connection with the Acquisition 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 Acquisition or any other matters referred to in this announcement.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, nominated adviser and broker to Tax Systems and for no-one else in connection with the Acquisition 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 Acquisition or any other matters referred to in this announcement.

Overseas jurisdictions

The availability of the Acquisition to Tax Systems Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange 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 of England.

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

Notice to US Investors

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. Under the present circumstances, a transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the US.

The receipt of cash pursuant to the Acquisition by a direct or indirect US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Tax Systems Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Tax Systems is located outside the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with the Code, normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tax Systems Shares 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. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Tax Systems and Bidco contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Tax Systems and Bidco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Tax Systems and Bidco, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Tax Systems and Bidco believe that the expectations reflected in such forward-looking statements are reasonable, Tax Systems and Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to consummate the Acquisition; the satisfaction of other Conditions on the proposed terms and schedule; the ability of Tax Systems and Bidco to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; and changes in general economic, business and political conditions; the combined company's ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Tax Systems nor Bidco, nor any of their respective associates or directors, officers or advisers, 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. You are cautioned not to place undue reliance on these forward-looking

statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA, as applicable), neither Tax Systems nor Bidco is under any obligation, and Tax Systems and Bidco expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share, for Bidco or Tax Systems, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Bidco or Tax Systems, respectively.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Tax Systems' website at www.taxsystems.com/announcements by no later than 12 noon (London time) on the Business Day following the date of this announcement and will continue to be made available on these websites during the Offer Period. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of 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 [phone] 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 am and 5:30 pm, 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.

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. You may also request that all future announcements, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

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 [e-mail] or visit www.rns.com.

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March 15, 2019 13:33 ET (17:33 GMT)