Recommended cash offer for eg solutions plc by Verint WS Holdings Limited

RECOMMENDED CASH OFFER for eg solutions plc (“EG”) by Verint WS Holdings Limited (“Verint”)  to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006


Posting of Scheme Document

Download the Scheme Document here

On 5 September 2017, the boards of Verint and EG announced that they had reached agreement on the terms of a recommended all cash offer to be made by Verint for the entire issued and to be issued share capital of EG (the “Offer”). The Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Offer, EG Shareholders holding Scheme Shares at the Scheme Record Time shall be entitled to receive 112.5 pence in cash for each Scheme Share held.

The Boards of Verint and EG are pleased to announce that the scheme document in relation to the Offer (the “Scheme Document”) is today being posted to EG Shareholders, setting out, amongst other things, the full terms and conditions of the Offer, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by EG Shareholders, together with the Forms of Proxy for the Meetings.

Capitalised terms in this announcement (the “Announcement”), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on EG’s website at www.egsplc.com up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this Announcement. 


Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things, the approval of Scheme Shareholders at a Court Meeting (by a majority in number of the EG Shareholders present and voting (in person or by proxy) at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such EG Shareholders) and the passing of a special resolution at a General Meeting.

Notices convening the Court Meeting and the General Meeting for 2.30 p.m. and 2.45 p.m. respectively on 23 October 2017 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Freeths LLP, One Vine Street, London W1J 0AH, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of voting Scheme Shareholders’ opinion. Voting Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.

If the Scheme is duly approved by voting Scheme Shareholders, the specified resolutions are approved by EG Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes Effective in accordance with its terms, it is currently expected that trading on AIM of EG Shares will be suspended at 7.30 a.m. on 2 November 2017 and subsequently cancelled from admission to trading on AIM at 8.00 a.m. on 6 November 2017.


Amended Director irrevocable undertakings

Irrevocable undertakings to vote, or procure the vote, in favour of all of the Resolutions have been received from Elizabeth Gooch, Nigel Payne and George Rolls in respect of their entire beneficial holdings of EG Shares amounting, in aggregate, to 4,084,541 EG Shares, which represents approximately 18.01 per cent. of the ordinary share capital of EG in issue on 21 September 2017 (being the latest practicable date prior to the publication of Scheme Document) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer). Michael Woolley and Robert Krakauer do not have any beneficial holdings in EG Shares.

It should be noted that the numbers of EG Shares quoted above in respect of which certain Directors have given irrevocable undertakings differ from the figures set out in the announcement of the Offer on 5 September 2017 by a total of 68,789 EG Shares (which represents approximately 0.30 per cent. of the issued share capital of EG). This has arisen due to a discrepancy in the beneficial shareholdings of Elizabeth Gooch and George Rolls which came to light after 5 September 2017. The correct beneficial shareholdings are 3,946,641 EG Shares for Elizabeth Gooch and 111,450 EG Shares for George Rolls. Each of Elizabeth Gooch and George Rolls has executed and delivered to Verint a revised form of irrevocable undertaking reflecting the above corrected figures.

Full details of the Director irrevocable undertakings, together with those given by the EBT and certain other EG Shareholders, are set out at paragraph 5 of Part I and Part X of the Scheme Document.


Timetable

The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references in this document to times are to London time unless otherwise stated.

Event

Time/date)

Latest time for lodging blue Forms of Proxy for the Court Meeting

2.30pm on 19 October 2017(1)

Latest time for lodging white Forms of Proxy for the General Meeting

2.45pm on 19 October 2017

Voting Record Time for Court Meeting and General Meeting

5.00pm on 19 October 2017(2)

Court Meeting

2.30pm on 23 October 2017

General Meeting

2.45pm on 23 October 2017(3)

The following dates are indicative only and are subject to change (4)

Scheme Court Hearing

1 November 2017

Last date for dealings in, and registrations of transfers of and disablement in CREST of, EG Shares

1 November 2017

Suspension of dealings in EG Shares

7.30 am on 2 November 2017

Scheme Record Time

6.00pm on 2 November 2017

Effective Date of the Scheme

3 November 2017

Cancellation of admission to trading on AIM of EG Shares

7.00am on 6 November 2017

Latest date for despatch of cheques and/or crediting of CREST accounts for cash consideration due under the Scheme

Within 14 days of the Effective Date

Latest date for Scheme to become Effective

15 December 2017 (5)

NOTES:

(1) The blue Form of Proxy for the Court Meeting may, alternatively, be handed to Capita Asset Services or the Chairman of the Court Meeting before the start of the Court Meeting.  However, it is requested that, if possible, blue Forms of Proxy be lodged at least 48 hours before the time appointed for the Court Meeting.

(2) If either of the Meetings is adjourned, then the Voting Record Time for the relevant reconvened Meeting will be 6pm on the date two days before the date set for the relevant reconvened meeting.

(3) If the Court Meeting has not been concluded or adjourned before the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.

(4) These dates are indicative only and will depend, amongst other things, on the date upon which (i) the Conditions are either satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is delivered to the Registrar of Companies.

(5) This is the latest date by which the Scheme may become Effective unless Verint and EG agree, with the consent of the Panel and (if required) the Court, a later date.

The dates given are based on EG’s current expectations and may be subject to change. EG will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service and by posting notice of these dates on its website www.egsplc.com. Further updates of changes to other times or dates indicated above shall, at EG’s discretion, be notified in the same way. All EG Shareholders have the right to attend the Scheme Court Hearing.


CONTACTS

Verint WS Holdings Limited Tel: +44 (0)1932 509336
Alex Shipley
eg Solutions plc +44 (0) 1785 715772
Nigel Payne

Elizabeth Gooch

Nplus1 Singer Advisory LLP (financial adviser to EG) Tel: +44 (0)207 496 3000
Shaun Dobson

Alex Price

KPMG LLP (financial adviser to Verint)  Tel: +44 (0)207 311 1000
Helen Roxburgh

Michael Nicholson

Yellow Jersey PR Limited
Felicity Winkles

Joe Burgess

+44 (0) 7748 843871

+44 (0) 7769 325254

EGS Holding(s) in Company – TR-1 Notification of major interest in shares

Please view the attachment of this release TR1 – E G SOLUTIONS PLC – 20 09 17

Interim Results for the six months ended 31 July 2017

eg solutions plc (AIM: EGS), the back office optimisation software company, announces its interim results for the six months ended 31 July 2017 (‘H1 2018’).


Financial highlights

  • Revenues for H1 2018 up 105% to £5.13m (H1 2017: £2.50m)
  • Adjusted EBITDA* for H1 2018 of £0.92m (H1 2017: loss of £0.89m)
  • Adjusted Profit* Before Tax for H1 2018 of £0.4m (H1 2017: loss of £1.33m)
  • Cash generated from operations in H1 2018 of £0.86m (H1 2017: deficit of £0.78m)
  • Cash as at 31 July 2017 of £2.35m (H1 2017: £1.66m)
  • Earnings per share of 2 pence (H1 2017: loss of 5.2p)
 

Figures in £m

Unaudited Six months ended 31 July
  H1 2018 H1 2017
Revenues £5.13m £2.50m
Gross Profit £3.52m £1.34m
Gross margin % 68.7% 53.6%
Adjusted EBITDA* £0.92m (£0.89m)
Adjusted Profit / (loss) before tax * £0.40m (£1.33m)
Profit / (loss) before tax £0.30m (£1.51m)
Net Cash £2.35m £1.66m
Earnings / (loss) per share – diluted 2.0p (5.2p)
4 Year order Book £21.4m £16.2m

*adjusted for Share Option Charges and non-recurring legal fees in current year and Share Option charges non-recurring legal fees and redundancy costs in prior year.


Operational highlights:

  • Strong trading in line with target sales growth strategy
  • Significant contracts secured during the period include:
    – Contract win through partnership with GCI to distribute eg operational intelligence® software within the public sector
    – $2.7m contract with a leading global bank demonstrating ability to scale and service multi-national companies
  • Five year Master Service Agreement signed post period end with existing customer adding a minimum of £1.4m incremental revenue
  • Contract wins with new and existing customers supporting order book growth to £21.4m (H1 2017: £16.20m)

Post-period end

  • Recommended cash offer (the “Offer”) made for the Company by Verint WS Holdings Limited (“Verint”), a c.$2.3Bn US analytics company listed on NASDAQ
  • Under the terms of the Offer, each eg shareholder will be entitled to receive 112.5 pence in cash for each eg share held
  • The Offer values the entire issued and to be issued share capital of eg at approximately £26.30m

Chairman statement

I am pleased to report eg solutions’ results for the first half of FY 2018.

During the period under review, we have delivered robust trading in line with our targeted growth strategy implementing direct sales and distribution via our in-house resources and global partners and thereby better positioning the Company for profitable growth.  Revenues for the period increased 105% to £5.13m, which underpins the strong period we have had. We maintained the strong momentum gathered in the second half of the previous year, securing multiple major contracts with global firms for our best in class back office optimisation software. New contract wins and existing customer orders have seen our order book of recurring revenue grow to £21.4m.

Post-the period end in September 2017, Verint, a indirectly owned subsidiary of Verint Systems Inc, a c.$2.3Bn US analytics company listed on NASDAQ, announced a recommended a cash offer to acquire all of the issued and to be issued share capital of the Company.

In the period since 11 August 2017, the Company’s mid-market closing share price has been in excess of the price per share offered by Verint under the Offer. The Board believe however, that the increase in the share price prior to the announcement of the Offer of 5 September 2017 was entirely driven by small volumes of retail purchases, causing the share price to rise as a result of the limited liquidity of the Company’s shares. In particular, we believe that the mid-market price prior to 5 September 2017 was not reflective of a price at which any significant volume of the Company shares could be bought or sold in the market. The Board consider that the Company has long suffered from an illiquid shareholder register which can give rise to volatility in its share price. Moreover, we understand that, so far as we are aware, prior to 5 September 2017 the last institutional price at which the Company’s shares traded, was on 23 May 2017 at a price of 71.7 pence, some 40.8 pence (35%) below the Offer price. Between 23 May 2017 and 5 September 2017, the Board do not believe that there were any institutional trades and the median trade size was only 2,000 shares, with all purchases and sales since that date being driven by small volume trades. Other than in the period since late July 2017 and before 5 September 2017, so far as we are aware, there were no trades in the Company shares at a level at or above the Offer price in the last decade.

Importantly, the Board believe that the level of the Offer represents an attractive exit price when viewed against the fundamentals of the business, against the way comparable small technology companies are currently valued by the market and against the most recent higher-volume share trades. It also represents an attractive premium of 53% and 4.1% against the volume weighted average price of the Company’s shares over the six and three month periods respectively prior to 5 September 2017.

If the acquisition is approved this will see the Company’s market-leading back office optimisation solution marketed to a much wider global audience. With larger distribution and economies of scale that Verint can offer, this should see the Company’s software global footprint extended to become a much larger dominant force within the back office optimisation industry across multiple new markets and sectors.

For full details of the proposed acquisition please see https://www.investegate.co.uk/verint-ws-holdings/rns/recommended-cash-offer-for-eg-solutions-plc/201709050700047948P/.

I would like to take this opportunity to thank my fellow Board members, employees and our shareholders for their continued support over the period and look forward to updating the market on the progress of our proposed acquisition by Verint at the appropriate time.

Nigel Payne
Chairman


Financial review

The Board is pleased with the strong performance in H1 2018. The Company continues to underpin revenue with a strong order book which has increased by 32.1% over the last 12 months. Gross margin has returned to previous levels with the six months ended 31 July 2017 delivering 68.7%, an increase of 15.1% on the same period last year.

The Company has generated £0.86m cash from operations which has supported the continued investment in product development with R&D capitalisation of (£0.84m) (H1 2017: (£0.73m). Cash remains at a strong level at £2.35m, an increase of £0.69m from H1 2017. This is supported by a positive working capital movement as a direct result of higher revenues. Trade and other receivables were £2.83m (H1 2017: £1.26m) predominantly driven by higher accrued revenue. Trade and other payables were £2.85m (H1 2017: £2.01m) driven by higher deferred income.

The Company has continued to benefit from the Research and Development tax relief with a recognised tax credit of (£0.13m) (H1 2017: (£0.13m)) and an effective tax rate of (43%) (H1 2017: (520%)) in the reporting period.

The non-recurring expenditure in the current year relates to legal costs relating to the proposed acquisition.

The Company continues to expect minimal impact on revenues as a result of Brexit and has the relevant polices in place to control any foreign exchange risk as it arises. However, the Company continues to believe that increased economic uncertainty will put pressure on businesses to reduce costs and the Company remains well positioned to optimise the opportunity this affords.


For full release and final results read the PDF


Contacts

eg Solutions plc +44 (0) 1785 715772
Elizabeth Gooch

Michael Woolley

 N+1 Singer  +44 (0)20 7496 3000
Shaun Dobson

Alex Price

Yellow Jersey PR Limited
Felicity Winkles

Joe Burgess

+44 (0) 7748 843871

+44 (0) 7769 325254

About eg solutions plc

eg solutions is a back office workforce optimisation software Group. eg pioneered this new market space and developed the most complete, purpose built workforce optimisation software for back offices – the only solution that manages work, people and end-to-end processes wherever they are undertaken, anywhere in the world.

eg solutions’ software is now used by leading UK, international and global companies in multiple industry sectors including financial services, healthcare and utilities. Using its forecasting, scheduling, real-time work management and operational analytics capabilities, eg delivers measureable improvements in service, quality, productivity and regulatory compliance.  When supported by eg’s implementation and training services eg guarantee a return on investment in short timescales.

The Group is listed on AIM, the London Stock Exchange’s international market for smaller growing companies (EGS).

Public Opening Position Disclosure by a Party to an Offer

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)


Download this document as a pdf: Form-8-OPD.v4


 1. KEY INFORMATION

(a) Full name of discloser: EG Solutions plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

EG Solutions plc
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:

     The latest practicable date prior to the disclosure

6 September 2017
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state “N/A”

NO

2. POSITIONS OF THE PARTY TO THE OFFER 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

Class of relevant security:

 

 
 

 

Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
(2) Cash-settled derivatives:

 

Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil
 

     TOTAL:

Nil Nil Nil Nil

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

Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: N/A

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:
3(a) Interest of directors of EG Solutions plc and their connected persons in ordinary shares of EG Solutions plc

Name Role No. of ordinary shares Percentage holding
Nigel Payne Chairman 26,450 0.12%
George Rolls Non-Executive Director 101,450 0.45%
Elizabeth Gooch Chief Executive 4,025,430 17.75%
Catlin Moss Daughter of Elizabeth Gooch 1,000 0.004%

3(b)

Share options held by Directors under the EG Solutions plc Long Term Incentive Plan

Name No. of ordinary shares under option Grant Date Normal vesting date Exercise price
Elizabeth Gooch 200,000 22/05/2015 22/05/2018 £0.01

Share options held by Directors under the EG Solutions plc Enterprise Management Incentive Plan

Name No. of ordinary shares under option Grant Date Normal vesting date Exercise price
Michael Woolley 5,000 07/01/2015 07/01/2019 £0.675

 3(c) Interests of connected advisers of EG Solutions plc in EG Solutions plc’s shares

Name Number of ordinary shares in EG Solutions plc Percentage of total issued share capital
Nplus1 Singer Capital Markets Limited 36,418 0.1606

 

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).

 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 making the disclosure or any person acting in concert with it:

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 making the disclosure, or any person acting in concert with it, 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:
7 September 2017
Contact name:
Michael Woolley
Telephone number:
+44 (0)1785 715772

 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 disclosure requirements on +44 (0)20 7638 0129.

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

Recommended cash offer for eg solutions plc by Verint WS Holdings Limited

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.


RECOMMENDED CASH OFFER  for  eg solutions plc  by Verint WS Holdings Limited intended to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006


Summary

The boards of Verint and EG are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Verint intends to acquire all of the issued and to be issued share capital of EG.

  • Under the terms of the Offer, each EG Shareholder will be entitled to receive:for each EG Share held  112.5 pence in cashThe Offer values the entire issued and to be issued share capital of EG at approximately £26.30 million and represents:
    • a premium of 53.0 per cent. to the volume weighted average EG Share price of 73.5 pence for the six month period to 4 September 2017, the latest practicable date before this Announcement;
    • a premium of 4.1 per cent. to the volume weighted average EG Share price of 108.1 for the three month period to 4 September 2017, the latest practicable date before this Announcement; and
    • a discount of 11.1 per cent. to the closing EG Share price of 126.5 pence on 4 September 2017, the latest practicable date before this Announcement.
  • The Offer is conditional, amongst other things, on the Scheme becoming unconditional and Effective including its approval by a majority of the Scheme Shareholders present and voting (in person or by proxy) representing 75 per cent. of more in the value of the Scheme Shares held by such Scheme Shareholders. The Offer is subject to the terms and conditions set out in Appendix 1 to this Announcement and to be set out in the Scheme Document.
  • The EG Directors, who have been so advised by Nplus1 Singer Advisory LLP as to the financial terms of the Offer, unanimously consider the terms of the Offer to be fair and reasonable. In providing advice to the EG Directors, N+1 Singer has taken into account the commercial assessments of the EG Directors. N+1 Singer is providing independent financial advice to the EG Directors for the purpose of Rule 3 of the Code.
  • In addition, the EG Directors consider the terms of the Offer to be in the best interests of the EG Shareholders as a whole. Accordingly, the EG Directors unanimously intend to recommend that EG Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. Verint has received irrevocable undertakings to vote, or procure the vote in favour, of all Resolutions from the EG Directors in respect of their own beneficial holdings of 4,153,330 EG Shares representing, in aggregate, approximately 18.31 per cent. of the ordinary share capital of EG in issue on 4 September 2017 (being the latest practicable date prior to this Announcement) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer).
  • Irrevocable undertakings have also been received from the EBT to vote, or procure the vote in favour, of all Resolutions in respect of its entire holding of EG Shares amounting, in aggregate, to 1,514,285 EG Shares, representing approximately 6.68 per cent. of the ordinary share capital of EG in issue on 4 September 2017 (being the latest practicable date prior to this Announcement) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer).
  • Irrevocable undertakings have also been received from certain EG Shareholders to vote, or procure the vote, in favour of all of the Resolutions in respect of their entire beneficial holdings of EG Shares amounting, in aggregate, to 9,755,434 EG Shares, representing approximately 43.01 per cent. of the ordinary share capital of EG in issue on 4 September 2017 (being the latest practicable date prior to this Announcement) (or, if the Offer is implemented by way of a Contractual Offer, to accept or procure acceptance of the Contractual Offer). These irrevocable undertakings will cease to be binding if, amongst other things, an announcement is made in accordance with Rule 2.7 of the Code of a competing offer (whether made by way of an offer or scheme of arrangement) wholly in cash or with a full cash alternative in respect of the entire issued and to be issued share capital of EG and the cash value of such competing offer, or as the case may be, full cash alternative represents a value per EG Share at the date and time in London of such announcement of not less than 110 per cent. of the value of the Offer.
  • In total therefore, irrevocable undertakings in favour of the Resolutions have been received from EG Shareholders controlling, in aggregate, 15,423,049 EG Shares, which represents approximately 67.99 per cent. of the existing issued share capital of EG.
  • The Offer is intended to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (referred to in this Announcement as the Scheme). Verint reserves the right to elect to implement the Offer by way of a Contractual Offer, subject to the Panel’s consent, if required.
  • The Scheme Document, containing further information about the Offer and notices convening the Court Meeting and the General Meeting, will be published in due course and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed with the Panel), and will be made available by Verint on its website at www.verint.com/about/investor-relations and by EG on its website at www.egsplc.com/regulatory-news.

Commenting on the Offer, Nigel Payne, the Non-Executive Chairman of EG, said:

“I am pleased to recommend this offer to our shareholders. The Offer Price of 112.5 pence per share represents a premium of 85 per cent. over the share price of the business just one year ago, a premium of 53.0 per cent. over the last six month’s volume weighted average share price and is an attractive exit price when viewed against the fundamentals of the business, against the way comparable small technology companies are currently valued by the market and importantly against what we believe was the last institutional price at which EG’s shares traded, which was on 23 May 2017 at a price of 71.7 pence, some 40.8 pence (35.0 per cent.) below the Offer Price. Since 23 May 2017, we believe there have not been any institutional trades and the median trade is only 2,000 shares with all purchases and sales since that date being driven by small volume trades. Other than in the period since late July 2017, we also believe that there have been no trades in EG Shares at a level at or above the Offer Price in the last decade.”

Commenting on the Offer, Nick Nonini, Managing Director, Customer Engagement Solutions of the EMEA region for Verint, said:

“The acquisition of eg solutions will further strengthen the capabilities of Verint’s customer engagement portfolio, extending our leadership with an even more comprehensive offering in the back-office market. The acquisition will add more capabilities, personnel and reach to our workforce optimisation suite that spans the entire enterprise; from back-office departments that help shape the customer experience, to front-office contact centres.”

This summary should be read in conjunction with, and is subject to, the following full Announcement and the Appendices. The Conditions and certain further terms of the Offer are set out in Appendix 1 to this Announcement. Appendix 2 contains details of the irrevocable undertakings given to Verint. Appendix 3 contains bases and sources of certain information contained within this Announcement. Appendix 4 contains details of the EG Profit Forecast. Appendix 5 contains the definitions of certain terms used in this Announcement.


Read the full Announcement here:

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13351600.html


CONTACTS

Verint WS Holdings Limited Tel: +44 (0)1932 509336
Alex Shipley
eg Solutions plc +44 (0) 1785 715772
Nigel Payne

Elizabeth Gooch

Nplus1 Singer Advisory LLP (financial adviser to EG) Tel: +44 (0)207 496 3000
Shaun Dobson

Alex Price

KPMG LLP (financial adviser to Verint)  Tel: +44 (0)207 311 1000
Helen Roxburgh

Michael Nicholson

Yellow Jersey PR Limited
Felicity Winkles

Joe Burgess

+44 (0) 7748 843871

+44 (0) 7769 325254

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for EG and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than EG for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the matters referred to herein. Neither N+1 Singer nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with the matters referred to in this Announcement, or otherwise.

KPMG, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Verint and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Verint for providing the protections afforded to clients of KPMG, nor for providing advice in relation to the matters referred to herein. Neither KPMG nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with the matters referred to in this Announcement, or otherwise.

Jones Day are retained as legal advisers to Verint.

Freeths LLP are retained as legal advisers to EG.


IMPORTANT NOTES

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of EG in any jurisdiction in contravention of applicable law. The Offer will be effected solely through the Scheme Document (or, if the Offer is implemented by way of a Contractual Offer, the offer document) which will contain the full terms and conditions of the Offer. Any vote, decision in respect of, or other response to, the Scheme (or the Contractual Offer, if applicable) should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each EG Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their EG Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer, disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Offer to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Offer will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This Announcement has been prepared pursuant to and for the purpose of complying with English law, the Code, the AIM Rules and the Rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this Announcement and formal documentation relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of a Contractual Offer (unless otherwise permitted by applicable law or regulation), the Contractual Offer may not be made, directly or indirectly, in or into or from any Restricted Jurisdiction

United States Shareholders

Shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in or referred to in this document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

EG is incorporated under the laws of England. All of the officers and directors of EG are residents of countries other than the United States. It may not be possible to sue EG in a non-US court for violations of US securities laws. It may be difficult to compel EG and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

The statements contained in this document are not to be construed as legal, business, financial or tax advice.

Please be aware that addresses, electronic addresses and certain other information provided by EG Shareholders, persons with information rights and other relevant persons for the receipt of communications from EG may be provided to Verint during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Verint’s website at www.verint.com/about/investor-relations and on EG’s website at www.egsplc.com/regulatory-news no later than 12 noon (London time) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested from either Verint by contacting Alex Shipley at Verint (telephone number +44 (0)1932 509336) or EG by contacting  Michael Woolley at EG (telephone number +44 (0)1785 715772).

Rule 2.9 Disclosures

In accordance with Rule 2.9 of the Code, as at close of business on 4 September 2017 (being the last Business Day before the date of this Announcement, there are 22,682,937 EG Shares in issue and admitted to trading on AIM). The ISIN Number for the EG Shares is EGS.

Cautionary note regarding forward-looking statements

This Announcement, oral statements made regarding the Offer and other information published by Verint and/or EG may contain certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to EG or Verint or their respective industry, products or activities. Forward-looking statements speak only as to the date of this document and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “hopes,” “anticipates,” “aims,” “plans,” “estimates,” “projects,” “targets,” “intends,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “continue,” “optimistic,” “deliver,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by EG and/or Verint, as the case may be, in light of their experience and their perception of historical trends, current conditions, future developments and other factors that they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements are unknown. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, future exchange and interest rates and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in Verint and EG’s other respective filings, including in Verint and EG’s respective annual reports and accounts for the year ended 31 January 2017. Many of these important factors are outside of Verint’s or, as the case may be, EG’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) the receipt of approval of EG’s shareholders; (b) any regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; (c) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (d) the possibility that the parties may be unable to any achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate EG’s operations into those of Verint; (e) the integration of EG’s operations into those of Verint being more difficult, time-consuming or costly than expected; (f) operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, being greater than expected following the transaction; (g) the retention of certain key employees of EG being difficult; (h) changes in tax laws or interpretations that could increase tax liabilities, including, if the transaction is consummated; (i) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated; (j) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect performance, results, prospects or value; (k) the potential of international unrest, economic downturn or effects of currencies, tax assessments, adjustments or anticipated rates, benefit or retirement plan costs, or other regulatory compliance costs; (l) the possibility of reduced demand, or reductions in the rate of growth in demand, for products and services; (m) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with Verint and EG’s respective businesses, industry or initiatives may adversely impact performance, results, prospects or value; (n) the possibility that anticipated financial results or benefits of recent acquisitions will not be realised or will be other than anticipated; and (o) the effects of contractions in credit availability, as well as the ability of Verint and EG’s respective customers and suppliers to adequately access the credit markets when needed.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and investors are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document. Neither EG nor Verint assume any obligation to update or correct the information contained in the relevant document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Given the risks and uncertainties, undue reliance should not be placed on forward-looking statements as a prediction of actual results. Should one or more of the risks or uncertainties mentioned materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant documents. EG, Verint and their affiliated companies assume no obligation to update or correct the information contained in the documents in this part of the website, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this Announcement and any documents referred to or incorporated herein are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of a securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by an offeror and Dealing Disclosures must also be made by the offeree company, by an offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with normal UK practice, Verint or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, EG shares, other than pursuant to the Offer, until the date on which the Scheme (or Contractual Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

About eg solutions plc

eg solutions is a back office workforce optimisation software Group. eg pioneered this new market space and developed the most complete, purpose built workforce optimisation software for back offices – the only solution that manages work, people and end-to-end processes wherever they are undertaken, anywhere in the world.

eg solutions’ software is now used by leading UK, international and global companies in multiple industry sectors including financial services, healthcare and utilities. Using its forecasting, scheduling, real-time work management and operational analytics capabilities, eg delivers measureable improvements in service, quality, productivity and regulatory compliance. When supported by eg’s implementation and training services eg guarantee a return on investment in short timescales.

The Group is listed on AIM, the London Stock Exchange’s international market for smaller growing companies (EGS).


Read the full Announcement here:

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/13351600.html


Five-year master supplier agreement signed with a leading provider of business process management in the UK

eg solutions plc (AIM: EGS), the back-office workforce optimisation company, is pleased to announce that it has entered into a five-year Master Supplier Agreement (the “Agreement”) with a leading provider of business process management in the UK.

Under the agreement with an existing customer, the Company has been appointed as the preferred supplier of back office workforce optimisation solutions for a minimum of five years. All of the pre-existing annual and three-year term contracts will be replaced by the new Agreement along with new licence subscription sales made in the last month which will continue through the five year term.  The total contract value over the term will be a minimum of £8.12m including £1.4m incremental revenue.

The net impact on licence revenues in the current year will not be significant. However, the extended term of this Agreement means that the Company’s order book of recurring revenues to be recognised beyond the current financial year end will rise to £22.93m, an overall increase of 24% from the financial year ending 31 January 2017. This new five year fixed term contract provides significantly greater visibility of future revenue for all of the Company’s stakeholders.

Elizabeth Gooch, CEO of eg solutions, commented: 

“We are pleased to announce another significant long-term contract win which not only underpins our future revenue streams but also creates an exciting partnership with a major customer in the UK.”

CONTACTS

eg Solutions plc +44 (0) 1785 715772
Elizabeth Gooch

Michael Woolley

 N+1 Singer  +44 (0)20 7496 3000
Shaun Dobson

Alex Price

Yellow Jersey PR Limited
Felicity Winkles

Joe Burgess

+44 (0) 7748 843871

+44 (0) 7769 325254


About eg solutions plc

eg solutions is a back office workforce optimisation software Group. eg pioneered this new market space and developed the most complete, purpose built workforce optimisation software for back offices – the only solution that manages work, people and end-to-end processes wherever they are undertaken, anywhere in the world.

eg solutions’ software is now used by leading UK, international and global companies in multiple industry sectors including financial services, healthcare and utilities. Using its forecasting, scheduling, real-time work management and operational analytics capabilities, eg delivers measureable improvements in service, quality, productivity and regulatory compliance.  When supported by eg’s implementation and training services eg guarantee a return on investment in short timescales.

The Group is listed on AIM, the London Stock Exchange’s international market for smaller growing companies (EGS).

eg solutions Pre-close Trading statement

eg solutions plc (AIM: EGS), the back-office workforce optimisation company, provides the following trading update ahead of its interim results for the six months ended 31 July 2017.

The Group is pleased to report that trading in the first half of the financial year has been strong. Read more

EGS Holding(s) in Company – TR-1 Notification of major interest in shares

Please view the attachment of this release TR1 – E G SOLUTIONS PLC – 23 05 17

Read more

Result of AGM

eg solutions plc (AIM: EGS), the back-office workforce optimisation company, announces that at the Company’s Annual General Meeting, held earlier today, Resolutions 1 – 2 and 4 – 13 (inclusive) were duly passed.

Resolution 3 regarding the establishment of the Value Creation Plan (“VCP”), was withdrawn by the Directors prior to commencement of the AGM, notwithstanding shareholder support, in order to allow the Directors better time to consider the matter.

-ENDS-

CONTACTS

eg solutions plc +44 (0) 1785 715772
Elizabeth Gooch

Michael Woolley

N+1 Singer +44 (0)20 7496 3000
Shaun Dobson

Gillian Martin

Yellow Jersey PR Limited
Felicity Winkles

Joe Burgess

+44 (0) 7748 843871

+44 (0) 7769 325254

AGM Statement

eg solutions plc (AIM:EGS), the market leading back office workforce optimisation provider, is holding its annual general meeting (the “AGM“) today Read more