Disclosure under Rule 2.10(c) of the Takeover Code
23/01/2024 08:13
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240123:nRSW6085Aa&default-theme=true
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
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)
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 £239 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 Partners and Valtech) +44 7739 701 634
+44 7812 345 205
Investec Bank plc (Corporate Broker to BC Partners and Valtech) +44 20 7597 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
Powerscourt (PR Adviser to Kin and Carta) +44 (0) 7841 658 163
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 (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/
(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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OUPMZGZMRFZGDZG