TIDMKCT
RNS Number : 6085A
Ken Bidco Limited
23 January 2024
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
23 January 2024
RECOMMED 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)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Disclosure under Rule 2.10 regarding an irrevocable
undertaking
On 19 December 2023, Valtech released an announcement in
accordance with Rule 2.7 of the City Code on Takeovers and Mergers
(the "Code") (the "Offer Announcement") relating to a recommended
cash acquisition by Valtech of the entire issued, and to be issued,
ordinary share capital of Kin and Carta at a price of 130p per
share, valuing Kin and Carta at approximately at approximately
GBP239 million on a fully diluted basis (the "Offer").
In the Offer Announcement it was stated that Valtech had
received an irrevocable undertaking from, among others, Coast
Capital Management, LP ("Coast") to vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the General
Meeting in respect of an aggregate 11,589,718 Kin and Carta Shares,
representing approximately 6.5 per cent. of Kin and Carta's issued
share capital (the "Irrevocable Undertaking").
As previously announced on 5 January 2024, Coast had notified
Valtech that:
-- on 27 December 2023, Coast had disposed of 2,000,000 of the
Kin and Carta Shares that were subject to the Irrevocable
Undertaking (the "Sold Shares") and it was no longer able to vote
in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting in relation to those Kin and
Carta Shares; and
-- on 28 December 2023 and 2 January 2024 respectively, Coast
repurchased a total in aggregate of 252,400 Kin and Carta Shares
(the "Initial Repurchased Shares").
As further announced on 12 January 2024, Coast notified Valtech
that on 11 January 2024, Coast repurchased a further 1,000,000 Kin
and Carta Shares (the "11 January Repurchased Shares").
As further announced on 22 January 2024, Coast notified Valtech
that on 19 January 2024, Coast repurchased a further 23,750 Kin and
Carta Shares (the "19 January Repurchased Shares").
In accordance with Rule 2.10(c) of the Code, Valtech announces
that Coast has notified Valtech that on 22 January 2024, Coast
repurchased a further 350,000 Kin and Carta Shares (the "22 January
Repurchased Shares").
Excluding the Sold Shares and including the Initial Repurchased
Shares, the 11 January Repurchased Shares, the 19 January
Repurchased Shares and the 22 January Repurchased Shares, Valtech
has received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting in respect of a total in aggregate of
40,097,083 Kin and Carta Shares, representing approximately 22.5
per cent. of Kin and Carta's issued share capital.
The percentages of Kin and Carta Shares referred to in this
announcement are based upon a figure of 177,931,360 Kin and Carta
Shares as the denominator, being equal to the number of Kin and
Carta Shares in issue as at the close of business on 22 January
2024 (being the last business day prior to the date of this
announcement).
Unless otherwise stated defined terms used in this announcement
have the same meaning as set out in Offer Announcement.
Enquiries:
Europa Partners Limited (Financial Adviser
to BC Partners and Valtech) +44 20 7451 4542
Montfort Communications (PR Adviser to BC +44 7739 701 634
Partners and Valtech) +44 7812 345 205
Investec Bank plc (Corporate Broker to BC
Partners and Valtech) +44 20 7 597 4000
Bruce Garrow
Ben Farrow
Kin and Carta +44 20 7928 8844
Kelly Manthey, Chief Executive Officer
Chris Kutsor, Chief Financial Officer and
Chief Operating Officer
Citigroup Global Markets Limited (Financial
Adviser to Kin and Carta) +44 20 7986 4000
Robert Farrington
David Fudge
Avinash Patel
Deutsche Numis (Joint Corporate Broker to
Kin and Carta) +44 20 7260 1000
Nick Westlake
Tejas Padalkar
Peel Hunt LLP (Joint Corporate Broker to
Kin and Carta) +44 20 7418 8900
John Welch
Paul Gillam
+44 (0) 7841 658
Powerscourt (PR Adviser to Kin and Carta) 163
Elly Williamson
Pete Lambie
FURTHER INFORMATION
Europa Partners Limited ("Europa"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the
Financial Conduct Authority ("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 Acquisition 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 connection with the Acquisition. 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 the Acquisition, this
announcement, any statement contained herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated in the UK by the 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 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.
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 (or, if the Acquisition is implemented by way of an
Offer, the offer document), which will contain 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
(or, if the Acquisition is implemented by way of an Offer, the
offer document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
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.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The availability of the Acquisition to Kin and Carta
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their Kin and Carta Shares with respect to
the Scheme at the Meetings, or to appoint another person as proxy
to vote at the Meetings on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the offer document).
Unless otherwise determined by Valtech or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving this announcement and
all documents relating to the Acquisition (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
included in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the offer document).
Notice to US Kin and Carta Shareholders
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with generally accepted accounting
principles of the UK and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
If, in the future, Valtech exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
US laws and regulations, including any applicable exemptions under
the US Exchange Act. Such a takeover would be made in the United
States by Valtech and no one else.
It may be difficult for US holders of Kin and Carta Shares to
enforce their rights and any claim arising out of US federal laws
or the laws of any State or territory within the United States,
since Valtech and Kin and Carta are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Kin and Carta
Shares may not be able to effect service of process within the
United States upon a non-US company or sue a non-US company or its
officers or directors in a non-US court for violations of the
securities laws of the United States or any State or territory
within the United States. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's judgement.
In accordance with normal UK practice and, in the event of an
Offer, pursuant to Rule 14e-5(b) of the US Exchange Act, BC
Partners, Valtech or their nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Kin and Carta Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act,
Europa will continue to act as exempt principal trader in Kin and
Carta Shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in England, will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website,
www.londonstockexchange.com.
US Kin and Carta Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the
US, and that such consequences, if any, are not described herein.
US Kin and Carta Shareholders are urged to consult with legal, tax
and financial advisers in connection with making a decision
regarding this transaction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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% 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, 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 pm (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 Takeover Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
events or otherwise .
Opening Position Disclosure and Dealing Disclosure
requirements
Under Rule 8.3(a) of the Takeover 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 Takeover
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 Takeover 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 Takeover 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.
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END
OUPMZGZMRFZGDZG
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