TIDMKFX
RNS Number : 2698S
Kofax PLC
05 November 2013
Regulatory Announcement
Kofax plc:
Results of Court Meeting and Scheme General Meeting held on 5
November 2013
On 4 October 2013, Kofax plc (the "Company") announced proposals
to create, by means of a scheme of arrangement (the "Scheme") under
Part 26 of the Companies Act 2006, a new group holding company
("New Kofax") which will be incorporated in Bermuda and have a tax
residency in the UK, and would maintain a premium listing on the
London Stock Exchange and also list its common (i.e., ordinary)
shares on NASDAQ. A circular (the "Scheme Circular") was sent to
shareholders on 4 October 2013 containing, amongst other things,
the terms of the Scheme, notices convening the requisite Court
Meeting and Scheme General Meeting and the details of the action to
be taken by shareholders.
The Company is pleased to announce that, at the Court Meeting
held earlier today to approve the proposed Scheme, the resolution
approving the Scheme was passed by the requisite majority on a
poll. The total number of votes cast for the resolution is set out
below:
No. of cards No. of ordinary % of ordinary % of total issued
shares voted shares voted ordinary shares
voted
--------- ------------- ---------------- -------------- ------------------
FOR 116 79,071,059 99.69% 88.14%
--------- ------------- ---------------- -------------- ------------------
AGAINST 6 248,737 0.31% 0.28%
--------- ------------- ---------------- -------------- ------------------
In addition, at the Scheme General Meeting also held earlier
today, Old Kofax Shareholders passed each of the special and
ordinary resolutions by the requisite majorities on a show of
hands. The full text of each resolution is contained in the Notice
of Scheme General Meeting, which forms part of the Scheme Circular
and is available on the Company's website, www.kofax.com.
Proxies:
The total voting rights in the Company at 6p.m. on 1 November
2013 was 89,712,044. Proxy appointments were validly made in
respect of 79,319,796 ordinary shares for the resolution approving
the Scheme at the Court Meeting and 79,433,905 ordinary shares for
all resolutions proposed at the Scheme General Meeting.
Scheme General Meeting:
Resolution 1: To give effect to the Scheme, as set out in the
Notice of Scheme General Meeting, including the associated
reduction of capital.
Votes for: 79,064,524 99.70%
(plus 2,585 discretionary) 0.01%
Votes against: 227,770 0.29%
Votes withheld: 139,026
Resolution 2: Subject to and conditional upon the Scheme
becoming Effective, the Company's shares be delisted from the
Official List (each as defined in the Scheme).
Votes for: 79,158,187 99.82%
(plus 2,585 discretionary) 0.01%
Votes against: 134,107 0.17%
Votes withheld: 139,026
Resolution 3: The Articles of Association of the Company be
amended as set out in the Notice of Scheme General Meeting.
Votes for: 79,064,524 99.70%
(plus 2,585 discretionary) 0.01%
Votes against: 227,770 0.29%
Votes withheld: 139,026
Resolution 4: Subject to and conditional upon the Scheme
becoming Effective, the New Kofax Share Option Scheme, adopted by
New Kofax, be approved.
Votes for: 67,933,675 85.54%
(plus 2,585 discretionary) 0.01%
Votes against: 11,475,299 14.45%
Votes withheld: 22,346
Please note that a "vote withheld" is not a vote under English
law and is not counted in the calculation of the proportion of the
votes "for" and "against" a resolution.
Completion of the Scheme remains subject to the sanction of the
High Court of Justice of England and Wales, the hearings in respect
of which are expected to take place on 2 and 4 of December
2013.
In accordance with Rule 9.6.2R of the Listing Rules, the
resolutions (other than those concerning ordinary business) will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.Hemscott.com/nsm.do.
For further information, please contact:
Media Contact: Investor Contacts:
Colleen Edwards MKR Group Inc.
Vice President, Corporate Communications Todd Kehrli
+1 (949) 783-1582 +1 (323) 468-2300
colleen.edwards@kofax.com kfx@mkr-group.com
FTI Consulting
Sophie McMillan
+44 (0) 20 7831 3113
kofax@fticonsulting.com
About Kofax plc
Kofax(R) plc (LSE: KFX) is a leading provider of innovative
smart capture and process automation software and solutions for the
business critical First Mile(TM) of customer interactions. These
begin with an organization's systems of engagement, which generate
real time, information intensive communications from customers, and
provide an essential connection to their systems of record, which
are typically large scale, rigid enterprise applications and
repositories not easily adapted to more contemporary technology.
Success in the First Mile(TM) can dramatically improve an
organization's customer experience and greatly reduce operating
costs, thus driving increased competitiveness, growth and
profitability. Kofax software and solutions provide a rapid return
on investment to more than 20,000 customers in financial services,
insurance, government, healthcare, business process outsourcing and
other markets. Kofax delivers these through its own sales and
service organization, and a global network of more than 800
authorized partners in more than 75 countries throughout the
Americas, EMEA and Asia Pacific. For more information, visit
kofax.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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