NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR
IMMEDIATE RELEASE
2
April 2024
RECOMMENDED CASH
ACQUISITION
of
Kin and Carta plc ("Kin and
Carta")
by
Ken Bidco Limited
("Valtech")
(a newly formed company
controlled indirectly by funds advised by BC Partners LLP ("BC
Partners"))
to be effected by means of a
scheme of arrangement
under Part 26 of the
Companies Act 2006
SATISFACTION OF REGULATORY
CONDITIONS AND TIMETABLE UPDATE
On 19 December 2023, the boards of
directors of Kin and Carta and Valtech announced that they had
reached agreement on the terms and conditions of a recommended cash
acquisition of the entire issued, and to be issued, ordinary share
capital of Kin and Carta by Valtech at an offer price of 130 pence
per Kin and Carta Share (the "Acquisition"). The Acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
On 15 January 2024, the scheme
document in respect of the Acquisition (the "Scheme Document") was published and
made available to Kin and Carta Shareholders and, on 15 February
2024, the requisite majority of Scheme Shareholders voted in favour
of (i) the resolution to approve the Scheme at the Court Meeting;
and (ii) the Special Resolution at the General Meeting.
Capitalised terms used in this
announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document.
Update on Regulatory Conditions
The Kin and Carta Directors are
pleased to confirm that all the regulatory conditions set out in
Conditions 3.1 to 3.6 of the Scheme Document have now been
satisfied. The Acquisition remains subject to the Court's sanction
of the Scheme at the Court Sanction Hearing, delivery of a copy of
the Court Order to the Registrar of Companies and the satisfaction
(or, where applicable, waiver) of the remaining general Conditions
set out in Part III of the Scheme Document.
The Court Sanction Hearing has been
scheduled to take place on 24 April 2024 and, subject to the
satisfaction (or, where applicable, waiver) of the remaining
Conditions, the Scheme is expected to become effective on 26 April
2024. A further announcement will be made by Kin and Carta
following the Court Sanction Hearing to sanction the
Scheme.
Timetable Update
The expected timetable of principal
events for the implementation of the Scheme is set out below. If
any of the key dates and/or times set out in the timetable change,
Kin and Carta will give notice of the change by issuing an
announcement through a Regulatory Information Service, with such
announcement being made available on Kin and Carta's website
at https://investors.kinandcarta.com.
Event
|
Time and/or
date(1)
|
Court Sanction Hearing
|
24
April 2024
|
Last day for dealings in, and for
the registration of transfers of, Kin and Carta Shares
|
25 April 2024
|
Scheme Record Time
|
6:00 p.m. on 25 April
2024
|
Disablement of CREST in respect of
Kin and Carta Shares
|
6:00 p.m. on 25 April
2024
|
Suspension of listing of, and
dealings in, Kin and Carta Shares
|
by 7:30 a.m. on 26 April
2024
|
Effective Date of the Scheme(2)
|
26
April 2024
|
Cancellation of listing and
admission to trading of Kin and Carta Shares
|
by 7:30 a.m. on 29 April
2024
|
Latest date for despatch of cheques
and crediting of CREST accounts for cash consideration due under
the Scheme
|
the 14th day following the Effective
Date
|
Long Stop
Date(3)
|
19 October 2024
|
Notes
(1) The dates and times
given are indicative only and are based on current expectations and
are subject to change. References to times are to London, United
Kingdom time unless otherwise stated. If any of the times and/or
dates above change, the revised times and/or dates will be notified
to Kin and Carta Shareholders by announcement through a Regulatory
Information Service and, if required by the Panel, notice of the
change(s) will be sent to Kin and Carta Shareholders and other
persons with information rights.
(2) The Scheme will
become effective pursuant to its terms upon delivery of a copy of
the Court Order to the Registrar of Companies.
(3) This is the latest
date by which the Scheme may become Effective. However, the Long
Stop Date may be extended to such later date as may be agreed by
Kin and Carta and Valtech (with the Panel's consent and as the
Court may approve (if such consent and/or approval is required)) or
if the Panel requires an extension to the Long Stop Date pending
final determination of an issue under section 3(g) of Appendix 7 of
the Code.
Enquiries
Kin
and Carta
Kelly Manthey, Chief Executive
Officer
Chris Kutsor, Chief Financial Officer
and Chief Operating Officer
|
+44
20 7928 8844
|
Citigroup Global Markets Limited (Financial Adviser to Kin and
Carta)
Robert Farrington
David Fudge
Avinash Patel
|
+44
20 7986 4000
|
Deutsche Numis (Joint Corporate Broker to Kin and
Carta)
Nick Westlake
Tejas Padalkar
|
+44
20 7260 1000
|
Peel
Hunt LLP (Joint Corporate Broker to Kin and
Carta)
John Welch
Paul Gillam
|
+44
20 7418 8900
|
Powerscourt (PR Adviser to Kin and Carta)
Elly Williamson
Pete Lambie
|
+44
(0) 7841 658 163
|
Europa Partners Limited (Financial Adviser to BC Partners and
Valtech)
|
+44
20 7451 4542
|
Montfort Communications (PR Adviser to BC Partners and
Valtech)
|
+44
7739 701 634
+44
7812 345 205
|
Investec Bank plc (Corporate Broker to BC Partners and
Valtech)
Bruce Garrow
Ben Farrow
|
+44
20 7597 4000
|
IMPORTANT
NOTICES
Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting as
financial adviser for Kin and Carta and for no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Kin and Carta for providing
the protections afforded to clients of Citi nor for providing
advice in connection with the contents of this announcement, or any
other matters referred to in this announcement. Neither Citi nor
any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of
Citi in connection with the Acquisition, this announcement, any
statement contained herein or otherwise.
Numis Securities Limited ("Deutsche Numis") which is authorised
and regulated by the FCA in the United Kingdom, is acting
exclusively for Kin and Carta and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Kin
and Carta for providing the protections afforded to clients of
Deutsche Numis nor for providing advice in relation to any matter
referred to in this announcement or any transaction or arrangement
referred to herein. Deutsche Numis is not responsible for the
contents of this announcement. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this
announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
Peel Hunt LLP ("Peel
Hunt") which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Kin and Carta and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than Kin and Carta for providing the protections
afforded to clients of Peel Hunt nor for providing advice in
relation to any matter referred to in this announcement or any
transaction or arrangement referred to herein. Peel Hunt is not
responsible for the contents of this announcement. Neither Peel
Hunt nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Peel Hunt in connection with this announcement,
any statement contained herein, any transaction or arrangement
referred to herein, or otherwise.
Europa Partners Limited ("Europa"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is
acting exclusively for BC Partners and Valtech and for no one else
in connection with the matters set out in this announcement and
will not be responsible to anyone other than BC Partners and
Valtech for providing the protections afforded to its clients or
for providing advice in relation to any matter referred to in this
announcement or any transaction or arrangement referred to herein.
Neither Europa, nor any of its affiliates, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Europa in connection with this
announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Kin and
Carta in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document.
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
The Acquisition shall be subject to, among other things, the
applicable requirements of the Code, the Panel, the London Stock
Exchange and the FCA.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax
advice.
If you are in any doubt about
the contents of this announcement or the action you should take,
you are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Valtech and Kin and
Carta contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Valtech and Kin and Carta about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Valtech and Kin and Carta (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. In some cases, these forward looking statements can be
identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "cost-saving", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Valtech's,
Kin and Carta's, any member of the Valtech Group's or any member of
the Kin and Carta Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Valtech's, Kin
and Carta's, any member of the Valtech Group's or any member of the
Kin and Carta Group's business.
Although Valtech and Kin and Carta believe that the
expectations reflected in such forward-looking statements are
reasonable, Valtech and Kin and Carta can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions,
changes in the behaviour of other market participants, changes in
the anticipated benefits from the Acquisition not being realised as
a result of changes in general economic and market conditions in
the countries in which Valtech and Kin and Carta operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax
rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Valtech
and Kin and Carta operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Valtech nor Kin and
Carta, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking
statements.
Specifically, statements of estimated cost
savings and synergies relate to future actions and circumstances
which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred
to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from
those estimated.
The forward-looking statements speak
only at the date of this announcement. All subsequent oral or
written forward-looking statements attributable to
any member of
the Valtech Group or any member of the Kin and Carta
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Other than in accordance with their legal or regulatory
obligations, neither Valtech nor Kin and Carta is under any
obligation, and Valtech and Kin and Carta expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Opening Position Disclosure and Dealing Disclosure
requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a
website
In
accordance with Rule 26.1 of the Code, a copy of this announcement
will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Kin and Carta's
website at https://investors.kinandcarta.com and on Valtech's
website at https://www.valtech.com/offer-announcement/ by no later
than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, neither the content of
these websites nor of any website accessible from hyperlinks is
incorporated by reference or forms part of this
announcement.
No profit forecasts,
estimates or quantified benefits statements
No
statement in this announcement is intended as a profit forecast,
profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Kin and Carta for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Kin and
Carta.
Requesting hard copy
documents
In
accordance with Rule 30.3 of the Code, Kin and Carta Shareholders,
persons with information rights and participants in Kin and Carta
Share Plans may request a hard copy of this announcement by
contacting Kin and Carta's receiving agents, Link Group, between
9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK
public holidays) on 0371 664 0321 from within the UK or on +44 371
664 0321 if calling from outside the UK or by submitting a request
in writing to Link Group, Corporate Actions, Central Square, 29
Wellington Street, Leeds, LS1 4DL. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic
communications
Please be aware that addresses, electronic addresses and
certain other information provided by Kin and Carta Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from Kin and Carta may be provided to
Valtech during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.