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

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