U.K. Court Sanctions Scheme of Arrangement Relating to Proposals Announced on October 4, 2013
December 02 2013 - 7:17AM
Business Wire
Kofax® plc (LSE: KFX), a leading provider of smart process
applications for the business critical First MileTM 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 in this
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.
© 2013 Kofax plc. Kofax is a registered
trademark and First Mile is a trademark of Kofax plc.
Media Contact:KofaxColleen EdwardsVice President,
Corporate Communications+1 (949)
783-1582colleen.edwards@kofax.comorInvestor Contacts:MKR
Group Inc.Todd Kehrli+1 (323) 468-2300kfx@mkr-group.comorFTI
ConsultingSophie McMillan+44 (0) 20 7831
3113kofax@fticonsulting.co
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