IRVINE, Calif. -- (BUSINESS WIRE) -- Kofax plc (LSE: KFX) (“Kofax” or the “Company”), a leading provider of smart process applications for the business critical First Mile™ of customer interactions, today announced proposed corporate structure changes to introduce a new parent company for the Kofax group named Kofax Limited (“New Kofax”), a company incorporated in Bermuda, which would maintain a premium listing on the London Stock Exchange and also list its common (i.e., ordinary) shares on NASDAQ (together, the “Proposals”).
The Company is mailing a circular to shareholders setting out the details of the Proposals and related resolutions required to establish New Kofax as the parent company for the Kofax group by means of a scheme of arrangement under Part 26 of the U.K. Companies Act of 2006 (the “Scheme”). The related necessary court meeting and extraordinary general meeting will be held sequentially beginning at approximately 10:15 a.m. on November 5, 2013 at the offices of Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ. Migrating the holding company’s domicile from the U.K. to Bermuda is necessary in order to list common shares rather than American Depository Receipts (“ADRs”) on NASDAQ. New Kofax would maintain a premium listing on the London Stock Exchange and also list its common shares on NASDAQ. The circular setting out the Scheme can be found on the Company’s web site at: www.kofax.com/investors/downloads/schemecircular.pdf. A U.K. prospectus in relation to New Kofax is expected to be published before the end of November 2013, following approval and filing with the Financial Conduct Authority, and once available will also be on the Company’s website at: www.kofax.com/investors/downloads/ukprospectus.pdf.
New Kofax has filed a registration statement (“Form F-1”) with the U.S. Securities and Exchange Commission (“SEC”) for a proposed initial public offering of its common shares on NASDAQ. Craig-Hallum Capital Group LLC (“Craig-Hallum”) will act as the sole underwriter for the proposed offering. The number of shares to be offered and the price range of the proposed offering have not yet been determined. However, the number of shares to be offered will be less than the number of shares the New Kofax board will be authorized by shareholders to allot for cash on a non pre-emptive basis and will be within corporate governance best practice limits for a company with a premium listing on the London Stock Exchange. The proposed offering will be made in the U.S. only by means of a prospectus, which is included in the registration statement. A preliminary prospectus relating to the proposed offering may be obtained from Craig-Hallum at 222 South Ninth Street, Suite 350, Minneapolis, MN 55402 or +1 (612) 334-6300. The registration statement has not yet become effective and these securities may not be sold nor may offers to buy these securities be accepted prior to the time that the registration statement becomes effective. The Form F-1 can be found at www.sec.gov.
Greg Lock, Chairman of the Board of Directors of Kofax, said: “We concluded our first quarter ended September 30, 2013, and expect to report financial results for that period on November 5, 2013 in line with our expectations for that quarter as well as our guidance for the fiscal year ending June 30, 2014. Following an extensive review of global stock exchanges and potential domiciles for the parent company of the Kofax group, the Company’s Board unanimously concluded that the interests of its business and shareholders are best served by the Proposals described above. As the Kofax group becomes an increasingly U.S. centric business, the Board believes the Company needs to access the leading financial market for global software companies in order to better pursue its organic revenue growth and acquisition strategies. Therefore, in addition to maintaining a premium listing on the London Stock Exchange – which we value greatly, the Board intends to establish a listing on NASDAQ.”
Mr. Lock continued: “The Board considers the Proposals and their terms to be fair, reasonable and in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends all Kofax shareholders vote in favor of the Scheme at the court meeting and to vote in favor of all of the related resolutions required at the extraordinary general meeting. All of the Directors intend to do so with respect to their own shareholdings.”
Canaccord Genuity Limited, which is authorized and regulated in the U.K. by the Financial Conduct Authority, is acting as sponsor and financial advisor to Kofax and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Canaccord Genuity Limited.
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 TO BE 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 Scheme, including expectations with respect to the Scheme and the timetable for completing the Scheme, 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.
Kofax plc (LSE: KFX) is a leading provider of innovative smart capture and process automation software and solutions 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 financial services, 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. All other trademarks are the property of their respective owners.