MXC Capital Limited (LON: MXCP), the technology focused adviser and investor, noted the announcements made by Tax Systems plc and Bowmark Capital LLP today with respect to a possible cash offer by Bowmark for the entire issued and to be issued ordinary shares of £0.01 each in the capital of Tax Systems at a price of 110 pence per Tax Share.
MXC has provided an irrevocable undertaking to Bowmark to accept the Possible Offer at the Possible Offer Price in respect of its total shareholding of 20,655,461 Tax Shares, representing approximately 25.59 per cent of the issued share capital of Tax Systems. The MXC Irrevocable is conditional, inter alia, upon the release of an announcement by Bowmark of a firm intention to make an offer at the Possible Offer Price in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”) (a “Rule 2.7 Announcement”) on or before 14 February 2019. The MXC Irrevocable is also conditional on the Possible Offer being recommended by the independent directors of Tax Systems.
The MXC Irrevocable will cease to be enforceable if the above conditions are not met and will also cease to be enforceable: i) if Bowmark announces that it does not intend to make or proceed with the Possible Offer; or ii) the Takeover Panel announces that, or confirms to Tax Systems and Bowmark that, following a request from Bowmark, it has released such party from its obligation to proceed with the Possible Offer.
For the avoidance of doubt, the MXC Irrevocable remains binding even if a competing Rule 2.7 Announcement is made at a price higher than the Possible Offer Price, if Bowmark has made a Rule 2.7 Announcement with respect to an offer which has been recommended by the independent directors of Tax Systems on or before 14 February 2019.