Kofax Announces U.K. Scheme of Arrangement Now Effective

IRVINE, Calif.--()--Kofax® plc (LSE: KFX) (Old Kofax), a leading provider of smart process applications for the business critical First MileTM of customer interactions, today announced that the orders of the U.K. Court sanctioning the Scheme of Arrangement and confirming the Reduction of Capital have been delivered to the U.K. Registrar of Companies, and that the Scheme of Arrangement and the Reduction of Capital are therefore effective today. As a result, the total issued share capital of Kofax Limited (New Kofax) prior to completion of the NASDAQ offering is 94,819,418 common shares of $0.001 each.

The last day of dealings in Old Kofax Shares was December 4, 2013 and the Old Kofax Shares will be delisted today from the Official List by the U.K. Listing Authority.

Admission of the New Kofax Shares to the premium segment of the Official List of the U.K. Listing Authority and to trading on the London Stock Exchange's main market for listed securities will take place today at 8:00 a.m. (London time).

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 have been 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 (the 'Prospectus') in relation to New Kofax was published by New Kofax on November 28, 2013.

New Kofax has the same Board and executive management team as Old Kofax, and the New Kofax Group has the same business and operations following the Scheme becoming 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.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WAS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION ON 4 DECEMBER 2013. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE OFFERED SECURITIES, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION. CRAIG-HALLUM CAPITAL GROUP LLC ACTED AS THE SOLE UNDERWRITER OF THE OFFERING. COPIES OF THE PROSPECTUS CAN BE OBTAINED FROM CRAIG-HALLUM CAPITAL GROUP LLC, ATTENTION: EQUITY CAPITAL MARKETS DEPARTMENT AT 222 SOUTH NINTH STREET, SUITE 350, MINNEAPOLIS, MN 55402 OR VIA TELEPHONE AT +1 (612) 334-6300.

THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL, PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION.

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.

Source: KOFAX

Contacts

Media Contact:
Kofax
Colleen Edwards
Vice President, Corporate Communications
+1 (949) 783-1582
colleen.edwards@kofax.com
or
Investor Contacts:
MKR Group Inc.
Todd Kehrli
+1 (323) 468-2300
kfx@mkr-group.com
or
FTI Consulting
Sophie McMillan
+44 (0) 20 7831 3113
kofax@fticonsulting.com

Release Summary

Kofax Announces U.K. Scheme of Arrangement Now Effective

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Contacts

Media Contact:
Kofax
Colleen Edwards
Vice President, Corporate Communications
+1 (949) 783-1582
colleen.edwards@kofax.com
or
Investor Contacts:
MKR Group Inc.
Todd Kehrli
+1 (323) 468-2300
kfx@mkr-group.com
or
FTI Consulting
Sophie McMillan
+44 (0) 20 7831 3113
kofax@fticonsulting.com