Subscription Shares means the 6,828,985 Shares that were issued by the Company and subscribed for by the Investor on the Reference Date pursuant to the Subscription Agreement. VMTP Shares has the meaning set forth in the preamble to this Agreement. Newco Shares means the common shares in the capital of Newco Īmalco Shares means the common shares in the capital of Amalco Īcquired Shares has the meaning set forth in the Recitals.
Sold Shares shall have the meaning specified in Section 6.
#Blue prism stock valuation registration#
Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.ĪSA Shares has the meaning set forth in 2.4(a).Ĭoop Shares Shares issued by a Cooperative Corporation. Unit Shares means the Common Shares comprising part of the Units If Bidco is required by the Panel to make an offer for Blue Prism Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.īidco has received irrevocable undertakings from each of the Blue Prism Directors who hold interests in Blue Prism Shares to vote in favour of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Blue Prism General Meeting in respect of a total of 6,092,573 Blue Prism Shares, representing approximately 6.3 per cent. The availability of the Acquisition to Blue Prism Shareholders who are not resident in the UK (and, in particular, their ability to vote their Blue Prism 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 resident. If and to the extent that any such dividend, distribution or other return of value is paid or made in respect of the Blue Prism Shares prior to the Effective Date, and Bidco exercises its rights under this paragraph 9 to reduce the consideration payable under the terms of the Acquisition for the Blue Prism Shares, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced. The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder as consideration for the transfer of its Blue Prism Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.
Unless otherwise stated, all prices and Closing Prices for Blue Prism Shares are closing middle market quotations derived from the Daily Official List of the London Stock Exchange.
Redtops in Scotland, which include the Scotland’s own Daily Record, account for 60% of the total Scottish readership. If any dividend or other distribution is declared, made or paid in respect of Blue Prism Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the amount of such dividend or other distribution in which case any reference in this Announcement to the Acquisition Price payable under the terms of the Acquisition will be deemed to be a reference to the Acquisition Price so reduced. The International Securities Identification Number (ISIN) of the Blue Prism Shares is GB00BYQ0HV16.įurther, if sufficient acceptances of such Takeover Offer are received and/or sufficient Blue Prism Shares are otherwise acquired, it would be the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Blue Prism Shares to which such Takeover Offer relates.
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