Kofax PLC Court Sanctions the Scheme of Arrangement (4300U)
December 02 2013 - 6:55AM
UK Regulatory
TIDMKFX
RNS Number : 4300U
Kofax PLC
02 December 2013
Regulatory Announcement
Kofax plc
Court Sanctions the Scheme of Arrangement
2 December 2013
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 OR REGULATIONS OF SUCH
JURISDICTION
For Immediate Release
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
U.K. Court Sanctions Scheme of Arrangement Relating to
Proposals
Announced on October 4, 2013
Irvine, CA, December 2, 2013 - Kofax(R) plc (LSE: KFX), a
leading provider of smart process applications for the business
critical First Mile(TM) of customer interactions, announced that
earlier today the Court sanctioned the Scheme of Arrangement to
effect the change of domicile of the parent company of the Kofax
Group of companies to Bermuda.
In order for the Scheme of Arrangement to become effective in
accordance with its terms, the Court must now confirm the Capital
Reduction at the Court hearing scheduled on December 4, 2013.
Subject to the satisfaction of the remaining conditions, the Scheme
of Arrangement is expected to become effective on December 5, 2013.
Defined terms inthis announcement have the same meaning as in the
Scheme Circular and the Prospectus.
On October 4, 2013, Kofax plc ('Old Kofax') announced proposals
to change the corporate structure of the Kofax Group (the 'Group').
The restructuring proposals (the "Proposals") will create a new
Group holding company which will be incorporated in Bermuda and
will have a tax residency in the U.K. ('New Kofax') and would
maintain a premium listing on the London Stock Exchange and also
list common (i.e., ordinary) shares on NASDAQ.
The Proposals are being implemented by means of a scheme of
arrangement of Old Kofax under Part 26 of the Companies Act 2006
(the 'Scheme') and were approved by shareholders at a court meeting
and a general meeting held on November 5, 2013. A circular setting
out full details of the Proposals (the 'Scheme Circular') was sent
to Old Kofax shareholders on October 4, 2013 and a prospectus in
relation to New Kofax (the 'Prospectus') was published by New Kofax
on November 28, 2013.
New Kofax will have the same Board and executive management team
as Old Kofax, and the New Kofax Group will have the same business
and operations after the Scheme becomes effective as the current
Group. The Proposals will not result in any changes in the
day-to-day operations of the business of the Group or its strategy.
The Proposals are not expected to have any adverse implications for
Kofax shareholders as a whole.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OF KOFAX OR NEW KOFAX, NOR SHALL IT
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY
CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION. THE NEW KOFAX COMMON
SHARES TO BE ISSUED PURSUANT TO THE SCHEME WILL ONLY BE ISSUED TO
KOFAX SHAREHOLDERS IN ACCORDANCE WITH THE SCHEME AND THE SCHEME
CIRCULAR. THE NEW KOFAX COMMON SHARES ISSUED PURSUANT TO THE SCHEME
WILL NOT BE REGISTERED WITH THE SEC UNDER THE SECURITIES ACT, BUT
WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS.
A REGISTRATION STATEMENT RELATING TO THE ISSUANCE OF NEW KOFAX
COMMON SHARES IN THE U.S. OFFERING HAS BEEN FILED WITH THE SEC 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.
Statements in this announcement regarding the ability to list
the New Kofax common shares on NASDAQ and complete the U.S.
offering, future financial operating results, potential benefits of
the Scheme, and future opportunities for Kofax or New Kofax as well
as any other statements about the future expectations, beliefs,
goals, plans or prospects of the management of Kofax or New Kofax
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 not
obtaining the necessary approvals to complete the Scheme on a
timely basis, or at all, the inability to complete the U.S.
offering on favorable terms, or at all, decreases in demand for
Kofax's products and other factors described in Kofax's Annual
Report for the fiscal year ended June 30, 2013. 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. Actual results may
differ materially from those anticipated in such forward-looking
statements even if experience or future changes make it clear that
any projected results expressed or implied therein may not be
realized.
About Kofax
Kofax 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.
# # #
(c) 2013 Kofax plc. Kofax is a registered trademark and First
Mile is a trademark of Kofax plc.
This information is provided by RNS
The company news service from the London Stock Exchange
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