Kofax Announces Results of Annual General Meeting, Court Meeting and Scheme General Meeting Held on November 5, 2013
November 06 2013 - 2:00AM
Business Wire
Approval of all Proposals Clears the Way for
NASDAQ Listing
Kofax® plc (LSE: KFX), a leading provider of smart process
applications for the business critical First Mile™ of customer
interactions, today announced that at the Annual General Meeting,
Court Meeting and Scheme General Meeting held earlier today all
proposals were approved by shareholders, including the scheme of
arrangement, as described below. The approval of all proposals
helps clear the way for a listing on NASDAQ.
The scheme of arrangement under the UK Companies Act 2006,
allows for the creation of a new group holding company named "Kofax
Limited," which will be incorporated in Bermuda and have a tax
residency in the U.K., and would maintain a premium listing on the
London Stock Exchange and also list its common (i.e., ordinary)
shares on NASDAQ. This proposal passed with 99.69% of the votes
cast in favor of the scheme. In addition, shareholders passed each
of the resolutions required to implement the scheme.
Completion of the scheme of arrangement 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 December
2 and 4, 2013.
A registration statement relating to the issuance of common
shares by Kofax Limited in connection with its U.S. public offering
has been filed with the U.S. Securities and Exchange Commission,
but has not yet become effective and is subject to amendment. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. Offers of
these securities may be made only by means of a prospectus meeting
the applicable requirements of U.S. laws and regulations and the
laws and regulations of any other jurisdiction in which such
securities may be lawfully offered for sale. You may obtain a copy
of the registration statement for free by visiting the SEC’s
website, www.sec.gov. Alternatively, a copy of the preliminary
prospectus relating to the proposed offering may be obtained from
Craig-Hallum at 222 South Ninth Street, Suite 350, Minneapolis, MN
55402 or by calling +1-612-334-6300.
Statements about the future expectations, beliefs, goals, plans
or prospects of the management of Kofax plc or Kofax Limited
constitute “forward-looking” statements. Any statements that are
not statements of historical fact (including statements containing
the words “believe,” “plan,” “anticipate,” “expect,” “estimate” and
similar expressions) should also be considered to be
forward-looking in nature. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including the
inability to complete the U.S. offering on favorable terms, and
other factors described in Kofax plc’s annual report for the fiscal
year ended June 30, 2013 and the registration statement. Kofax
disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this announcement. Kofax shareholders are cautioned not to place
undue weight on these forward-looking statements.
About Kofax
Kofax® plc (LSE: KFX) is a leading provider of smart process
applications for the business critical First Mile 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 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 banking, 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.
© 2013 Kofax plc. Kofax is a registered
trademark and First Mile is a trademark of Kofax plc.
Media Contact:Kofax® plcColleen Edwards,
+1-949-783-1582Vice President, Corporate
Communicationscolleen.edwards@kofax.comorInvestor
Contacts:MKR Group, Inc.Todd Kehrli,
323-468-2300kfx@mkr-group.comorFTI ConsultingSophie McMillan /
Elodie Castagna+44 (0) 20 7831 3113kofax@fticonsulting.com
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