Bowmark Capital LLP offered to acquire Tax Systems plc (AIM:TAX) from MXC Capital Limited (AIM:MXCP) and others for £88.8 million on February 7, 2019. Bowmark Capital LLP reached an agreement to acquire Tax Systems plc (AIM:TAX) from MXC Capital Limited (AIM:MXCP) and others on February 13, 2019. Under the terms, Bowmark will acquire the entire issued and to be issued share capital of Tax Systems at £1.1 per share. Bowmark will acquire 80.7 million shares in Tax Systems. The consideration will be paid solely in cash. Bowmark reserves the right to make the Possible Offer at a price per ordinary share lower than the possible offer price provided such lower price is recommended by the Board of Tax Systems. Bowmark reserves the right to reduce the possible offer price by the amount of any dividend (or other distribution) which is paid or becomes payable by Tax Systems to its shareholders prior to the possible offer being made or, if the possible offer is made, prior to such offer becoming or being declared wholly unconditional or effective (as the case may be). Bowmark has until March 7, 2019 either to announce a firm intention to make an offer for Tax Systems or that it does not intend to make an offer. The transaction will be implemented by a scheme of arrangement. As on March 12, 2019, the offer per share of the transaction was increased to £1.15 per share. MXC Capital will not exercise more than 0.86 million of its warrants and remaining warrants will lapse. The financing of transaction and refinancing of existing facilities of Tax Systems will be funded from £67.5 million equity financing and debt facilities of £50 million arranged with with HSBC UK Bank plc and Five Arrows Managers LLP. Post-completion, Tax Systems will be delisted. As of March 12, 2019, it was disclosed that the cash consideration payable by buyer pursuant to the increased acquisition and the amount required to refinance the existing facilities of Tax Systems Group will be funded through equity financing of £70.3 million in aggregate drawn down from the Bowmark Funds, of which £30.3 million is being provided by the Co-Invest Funds, and debt facilities further described in the scheme document. In connection with their equity financing of buyer, each of the Bowmark funds has entered into an equity commitment letter with buyer. The making of a firm offer is subject to the satisfaction of a number of pre-conditions which are not capable of waiver, being the satisfactory completion by Bowmark of confirmatory due diligence on Tax Systems, the finalization of Bowmark's financing arrangements, the formal approval of the Bowmark investment committee and the recommendation of the directors of Tax Systems. There is no certainty that any formal and binding offer for Tax Systems will be made even if all the pre-conditions referred to above are satisfied. MXC has provided an irrevocable undertaking to Bowmark to accept the possible offer in respect of its total shareholding of 20.65 million shares, equating to approximately 25.59% of Tax System’s capital. The MXC Irrevocable is also conditional on the possible offer being recommended by the independent directors of Tax Systems. The MXC Irrevocable is conditional, inter alia, upon the release of an announcement by Bowmark of a firm intention to make a binding offer on or before February 14, 2019. As of February 13, 2019, the transaction requires approval from at least 75% of shareholders in court meeting and general meeting. The acquisition is also conditional upon sanctioning the scheme by the court and the scheme becoming effective by no later than the long stop date. The transaction is unanimously approved by the independent Directors of Tax Systems. The Directors intend unanimously to recommend the shareholders to vote in favor of transaction at the court meeting and the resolutions to be proposed at the general meeting. As of March 15, 2019, the transaction was approved by the shareholders of Tax systems. As of March 22, 2019, the court sanctioned the scheme. March 22, 2019 will be the last day of trading in Tax Systems Shares. The court meeting and the general meeting will both be held on March 15, 2019 to approve the deal resolutions. The long stop date is August 13, 2019. As of March 15, 2019, the transaction was expected to close on March 25, 2019. Nick How of Zeus Capital Limited acted as nominated financial advisor and broker for MXC. Stephen Georgiadis, Tim Richardson, Declan O'Connor of GCA Altium acted as financial advisors to Bowmark. Chris Godsmark, Marc Jones, Max Gilbert and Sarthak Sawlani of Oakley Advisory Limited, and Jonny Franklin-Adams, Henrik Persson and James Thompson of finnCap, acted as financial advisors to Tax Systems. K&L Gates LLP acted as legal advisor for Tax Systems while Stephenson Harwood LLP acted as legal advisor for Bowmark. Alex Karski, Toby Ankers, Iona Stevenson and Derek Neil of BDO provided financial and tax due diligence for Bowmark. Paul Mullen, Scott Gibson, Ivan Orsolini, Hyerin Park, Chris Williams of Hogan Lovells acted as advisor to Five Arrows Managers and HSBC UK Bank on the first out/last out financing. Bowmark Capital LLP completed the acquisition of Tax Systems plc (AIM:TAX) from MXC Capital Limited (AIM:MXCP) and others on March 25, 2019. The proceeds of the sale will be used in line with MXC Capital's stated strategy of investing in technology companies.