Kofax Holdings International Ltd Form 8 (DD) - Tungsten Corporation PLC (4398M)

TIDMTUNG

RNS Number : 4398M

Kofax Holdings International Ltd

23 May 2022

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                          Project California Bidco Limited 
 (b) Owner or controller of interests and short positions disclosed, if different     Kofax Parent Limited 
 from 1(a): 
 The naming of nominee or vehicle companies is insufficient. For a trust, the 
 trustee(s), 
 settlor and beneficiaries must be named. 
                                                                                     --------------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities this form       Tungsten Corporation plc 
 relates: 
 Use a separate form for each offeror/offeree 
                                                                                     --------------------------------- 
 (d) Status of person making the disclosure:                                          Offeror 
 e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify 
 name of 
 offeror/offeree) 
                                                                                     --------------------------------- 
 (e) Date dealing undertaken:                                                         20 May 2022 
                                                                                     --------------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures    N/A 
 in respect 
 of any other party to the offer? 
 If it is a cash offer or possible cash offer, state "N/A" 
                                                                                     --------------------------------- 
 
   2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

 
 Class of relevant security:                                     Ordinary Shares of 0.438p each ("Ordinary Shares") 
                                                                          Interests                  Short positions 
                                                             -----------------------------------  -------------------- 
                                                                      Number               %          Number        % 
                                                             -----------------------  ----------  --------------  ---- 
 (1) Relevant securities owned and/or controlled:                   16,483,199           13.0 
                                                             -----------------------  ----------  --------------  ---- 
 (2) Cash-settled derivatives: 
                                                             -----------------------  ----------  --------------  ---- 
 (3) Stock-settled derivatives (including options) and 
 agreements to purchase/sell: 
                                                             -----------------------  ----------  --------------  ---- 
 
   TOTAL:                                                           16,483,199           13.0 
                                                             -----------------------  ----------  --------------  ---- 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities (including directors' and other employee options) 
 
 Class of relevant security in relation to which subscription right exists: 
 Details, including nature of the rights concerned and relevant percentages: 
 
 
   3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

   (a)        Purchases and sales 

(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 
 Class of relevant security   Purchase/sale   Number of securities   Price per unit 
 Ordinary Shares              Purchase        16,483,199             55 pence 
                             --------------  ---------------------  --------------- 
 

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 
   Class of relevant      Purchases/ sales       Total number of       Highest price per unit   Lowest price per unit 
        security                                   securities              paid/received            paid/received 
 
 
   (b)        Cash-settled derivative transactions 
 
    Class of relevant       Product description      Nature of dealing         Number of reference      Price per unit 
         security                 e.g. CFD         e.g. opening/closing a           securities 
                                                    long/short position, 
                                                   increasing/reducing a 
                                                    long/short position 
 
 
   (c)        Stock-settled derivative transactions (including options) 
   (i)         Writing, selling, purchasing or varying 
 
   Class of       Product        Writing,      Number of       Exercise          Type       Expiry date   Option money 
   relevant     description    purchasing,     securities      price per         e.g.                        paid/ 
   security      e.g. call       selling,       to which         unit         American,                   received per 
                   option      varying etc.      option                        European                       unit 
                                                relates                          etc. 
 
 
   (ii)        Exercise 
 
   Class of relevant      Product description   Exercising/ exercised    Number of securities     Exercise price per 
        security            e.g. call option           against                                           unit 
 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant security         Nature of dealing          Details   Price per unit (if applicable) 
                               e.g. subscription, conversion 
 
 
   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer or person acting in concert making the 
  disclosure and any other person: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 
   None 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer or person acting in concert making the disclosure and any other person relating 
  to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 
   None 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    23 May 2022 
 Contact name:          Karl Doyle 
                       ---------------- 
 Telephone number:      [phone] 
                       ---------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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May 23, 2022 06:00 ET (10:00 GMT)