Recommended Cash Offer for Kin and Carta Plc
18/10/2023 07:03
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RNS Number : 5076Q Apax Partners LLP 18 October 2023
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 October 2023
RECOMMENDED CASH ACQUISITION
of
Kin and Carta plc
by
Kelvin UK Bidco Limited
(a newly formed company owned indirectly by funds advised by Apax Partners
LLP)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of Kelvin UK Bidco Limited ("Bidco"), a newly
formed company owned indirectly by funds advised by Apax Partners LLP
("Apax"), and Kin and Carta plc ("Kin and Carta" or the "Company") are pleased
to announce that they have reached agreement on the terms and conditions of a
recommended cash acquisition by Bidco of the entire issued, and to be issued,
ordinary share capital of Kin and Carta (the "Acquisition").
· It is intended that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. Bidco
reserves the right to elect to implement the Acquisition by way of an Offer as
an alternative to the Scheme, subject to the Panel's consent and the terms of
the Cooperation Agreement.
· Under the terms of the Acquisition, each Kin and Carta Shareholder at
the Scheme Record Time will be entitled to receive:
for each Kin and Carta Share held: 110 pence in cash (the "Offer Price")
· The Offer Price represents a premium of approximately:
· 41 per cent. to the Closing Price of 78 pence per Kin and Carta Share
on 17 October 2023 (being the last Business Day before the commencement of the
Offer Period);
· 41 per cent. to the volume-weighted average price of 78 pence per Kin
and Carta Share for the three-month period ended 17 October 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 51 per cent. to the volume-weighted average price of 73 pence per Kin
and Carta Share for the six-month period ended 17 October 2023 (being the last
Business Day before the commencement of the Offer Period).
· The Acquisition values Kin and Carta's entire issued, and to be
issued, ordinary share capital at approximately £203 million on a fully
diluted basis.
· If, on or after the date of this announcement and prior to the
Acquisition becoming Effective, any dividend and/or other distribution and/or
other return of capital or value is announced, declared, made or paid or
becomes payable in respect of the Kin and Carta Shares, Bidco reserves the
right to reduce the consideration payable under the terms of the Acquisition
for the Kin and Carta Shares by an amount up to the aggregate amount of such
dividend and/or distribution and/or other return of capital or value, in which
case any reference in this announcement to the consideration payable under the
terms of the Acquisition will be deemed to be a reference to the consideration
as so reduced. In such circumstances, Kin and Carta Shareholders would be
entitled to retain any such dividend, distribution and/or other return of
capital or value declared, made or paid. Any exercise by Bidco of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Acquisition or the Scheme.
Background to and reasons for the Acquisition
· Apax views Kin and Carta as a high-quality business with a strong
platform in the Digital Transformation ("DX") sector, particularly in view of
its impressive roster of blue-chip enterprise customers, recognised brand and
capabilities in key areas of the sector. The Company is led by an experienced
management team, with a clear vision and strategy for the future direction of
the business.
· However, the changing economic backdrop has highlighted the
importance of scale and diversification in the DX sector. Apax believes that
as a private company Kin and Carta will be better placed to make the
investments necessary to position the business for long-term success.
· Apax believes it is well positioned to support Kin and Carta's next
phase of growth given its significant experience and track record within this
sector. Apax intends to provide operational expertise, and the Apax Funds
intend to provide capital, to support the business in order to accelerate
growth both organically and inorganically to continue building scale in key
areas. A partnership with Apax and the Apax Funds away from the public markets
is expected to improve the potential for value creation compared to the status
quo as a listed business and better position the Company to create long-term
value for the benefit of customers, employees and other stakeholders.
Recommendation
· The Kin and Carta Directors, who have been so advised by Citi as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing its advice, Citi has taken into
account the commercial assessments of the Kin and Carta Directors. Citi is
providing independent financial advice to the Kin and Carta Directors for the
purposes of Rule 3 of the Takeover Code.
· Accordingly, the Kin and Carta Directors intend to recommend
unanimously that Kin and Carta Shareholders vote in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General Meeting as
the Kin and Carta Directors who hold Kin and Carta Shares have irrevocably
undertaken to do in respect of their own beneficial holdings totalling
1,243,316 Kin and Carta Shares in aggregate (representing approximately 0.7
per cent. of the issued ordinary share capital of Kin and Carta as at 17
October 2023, being the Business Day prior to the date of this announcement).
Further details of these undertakings, including the circumstances in which
they cease to be binding, are set out in Appendix 3 to this announcement.
Information on Bidco and Apax
· Bidco is a private limited company incorporated in England and Wales.
Bidco is a newly-formed company indirectly owned by the Apax Funds. Bidco was
formed for the purposes of the Acquisition and has not traded since its date
of incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.
· Apax is a leading global private equity advisory firm. For 50 years,
Apax has worked to inspire growth and ideas that transform businesses. The
firm has raised and advised funds with aggregate commitments of more than
US$65 billion. Funds advised by Apax invest in companies across four global
sectors of Tech, Services, Healthcare, and Internet / Consumer and provide
long-term equity financing to build and strengthen world-class companies.
Information on Kin and Carta
· Kin and Carta is a global DX consultancy, serving businesses across
the healthcare, financial services, industrial and agriculture, retail and
distribution, transportation and public sectors, among others.
· Previously known as St Ives plc, Kin and Carta has evolved from a
printing and marketing services group into a DX consultancy focused on
delivering connected outcomes for clients through digital innovation, cloud
modernisation, data enablement and digital optimisation.
· Kin and Carta is a certified B Corp and became the first publicly
traded business on the London Stock Exchange to earn this accreditation. B
Corp certification is a designation that a business is meeting high standards
of verified performance, accountability, and transparency on factors from
employee benefits to supply chain practices and input materials.
· Kin and Carta's headquarters are in London, with US headquarters in
Chicago, and it has over 1,800 consultants, engineers and data scientists
globally.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer, subject to the consent of the Panel and the terms of the Cooperation
Agreement).
· The terms of the Acquisition will be put to Kin and Carta
Shareholders at the Court Meeting and the General Meeting. The Court Meeting
and the General Meeting are required to enable Kin and Carta Shareholders to
consider and, if thought fit, vote in favour of the Scheme and the Resolutions
to implement the Scheme. In order to become Effective, the Scheme must be
approved by a majority in number of Kin and Carta Shareholders, present and
voting at the Court Meeting, whether in person or by proxy, representing 75
per cent. or more in value of the Scheme Shares voted. In addition, a special
resolution implementing the Scheme must be passed by Kin and Carta
Shareholders representing at least 75 per cent. of votes cast at the General
Meeting.
· The Conditions to the Acquisition are set out in full in Appendix 1
to this announcement along with certain other terms. The full terms and
conditions will be provided in the Scheme Document.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with the associated forms of proxy, will be posted to Kin
and Carta Shareholders as soon as practicable and in any event within 28 days
of this announcement (or such later date as Kin and Carta, Bidco and the Panel
agree) and the Meetings will be held as soon as reasonably practicable
thereafter, giving the required notice for such meetings. Subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, the
Scheme Document will also be made available on Kin and Carta's website at
www.kinandcarta.com (http://www.kinandcarta.com) and on Bidco's website at
www.kelvinoffer.com (http://www.kelvinoffer.com) .
· The Acquisition is currently expected to complete during the first
calendar quarter of 2024, subject to the satisfaction or (where applicable)
waiver of the Conditions. An expected timetable of key events relating to the
Acquisition will be set out in the Scheme Document.
· Commenting on the Acquisition, John Kerr, the Chair of Kin and Carta, said:
Following the successful strategic repositioning of the Company to a pure-play
global digital transformation consultancy, Kin and Carta is poised to execute
the next phase of development for the business.
We believe the offer to acquire Kin and Carta by Apax Funds represents an
excellent opportunity for the Company to accelerate ambitious growth plans and
scale the business, building on the acquisition and integration of leading
data and technology companies, the development of valuable technology
partnerships, and the creation of a strong portfolio of enterprise clients.
Apax's experience supporting and growing digital consultancy businesses with
valuable connections, resources and access to incremental growth capital will
enable Kin and Carta to expedite progress on the Company's existing strategy,
by bolstering M&A capacity, providing access to new markets, and
supporting the management team to deliver profitable long-term growth.
The Kin and Carta Board has concluded that the offer from Apax Funds provides
shareholders with the certainty of a cash price today that fairly represents
the opportunities and risks inherent in the business and delivery of Kin and
Carta's strategy. The Board unanimously intends to recommend that Kin and
Carta shareholders vote in favour of the Acquisition.
· Commenting on this announcement, Rohan Haldea, a partner at Apax,
said:
We are impressed by Kin and Carta's unique culture, talented team, and focus
on customer impact as evidenced by their B Corp status. We have followed the
company closely for several years and we have witnessed firsthand how their
focus on innovation and strong platform in the Digital Transformation sector
has made Kin and Carta a partner of choice for clients grappling with complex
technology problems. We believe there is significant opportunity to enhance
Kin and Carta's prospects as a private company, including by pursuing
acquisitions that would enhance further its competitive position. As
significant investors in the space, we hope to draw on our network, experience
and operational expertise to support management and the wider team by
investing in the business to enhance the value for customers, employees and
other stakeholders, building on the firm's success to date.
This summary should be read in conjunction, and is subject to, the full text
of this announcement and the Appendices. The Acquisition will be subject to
the Conditions, further terms set out in Appendix 1 to this announcement and
the full terms and conditions which will be set out in the Scheme Document.
The bases and sources for certain financial information contained in this
announcement are set out in Appendix 2. Details of the irrevocable
undertakings received by Bidco are set out in Appendix 3. Certain definitions
and terms used in this announcement are set out in Appendix 4.
The person responsible for arranging release of this announcement on behalf of
Kin and Carta is Lucy Maxwell, Company Secretary.
Enquiries
Apax +44 79 1828 6640
Luke Charalambous
BofA Securities (Lead Financial Adviser to Apax and Bidco) +44 20 7628 1000
James Robertson
Eish Dhillon
Antonia Rowan
Charles Pitt Ford
Equiteq Corporate Finance Limited (Financial Adviser to Apax and Bidco) +44 (0) 203 651 0600
Jerome Glynn-Smith
Emmanuel Kostucki
Headland Consultancy Limited (PR Adviser to Apax and Bidco) +44 (0)74713 50848
Emma Nyman
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) 7713 246 126
Elly Williamson
Jane Glover
Kirkland & Ellis International LLP is acting as legal adviser to Apax and
Bidco.
Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta.
Further information
Merrill Lynch International ("BofA Securities"), 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
Apax and Bidco and for no one else in connection with the Acquisition and will
not be responsible to anyone other than Apax and Bidco for providing the
protections afforded to its clients or for providing advice in connection with
the Acquisition. Neither BofA Securities, 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 BofA Securities in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.
Equiteq Corporate Finance Limited ("Equiteq"), an appointed representative of
Frank Investments Limited, who is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Apax and Bidco and for no one else
in connection with this announcement and any other matters in connection with
it. Equiteq will not be responsible to anyone other than Apax and Bidco for
providing the protections afforded to its clients or for providing advice in
connection with any matters in connection with this announcement. Neither
Equiteq, nor any of its affiliates, directors or employees, 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 Equiteq in connection with this announcement or 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 Financial Conduct Authority 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.
This announcement contains inside information in relation to Kin and Carta for
the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this announcement on behalf of Kin
and Carta is Lucy Maxwell, Company Secretary. Kin and Carta's Legal Entity
Identifier is 213800B32KQM8CENCR16.
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 Bidco 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 any formal documentation 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 such documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it 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, e-mail 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 U.S. 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 U.S. Securities Exchange
Act of 1934 (the "U.S. 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
U.S. 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 U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the U.S..
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the U.S., such Offer will be made in
compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of Kin and Carta Shares to enforce their
rights and any claim arising out of the U.S. federal laws, since Bidco and Kin
and Carta are located in a non-U.S. jurisdiction, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction. U.S.
holders of Kin and Carta Shares may not be able to sue a non-U.S. company or
its officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company
and its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and, in the event of an Offer, pursuant
to Rule 14e-5(b) of the U.S. Exchange Act, Apax or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, Kin and Carta Shares outside of the U.S., 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 U.S. Exchange Act, BofA Securities 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
(http://www.londonstockexchange.com) .
U.S. Kin and Carta Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Kin and Carta
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco 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 Bidco
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 Bidco 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. Often, but not always, 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 Bidco's,
Kin and Carta's, any member of the Bidco 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 Bidco's, Kin and Carta's, any member of the Bidco
Group's or any member of the Kin and Carta Group's business.
Although Bidco and Kin and Carta believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco 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 Bidco 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 Bidco 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 Bidco 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. You are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Kin and Carta is under any obligation, and Bidco 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 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 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) 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% 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 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
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. 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
www.kinandcarta.com (http://www.kinandcarta.com) and on Bidco's website at
www.kelvinoffer.com (http://www.kelvinoffer.com) 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 Takeover 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
registrars, Link Asset Services, by (i) telephoning 0371 664 0321 between the
hours of 9.00 a.m. and 5.30 p.m. on a Business Day or (ii) submitting a
written request to Link Group, Central Square, 29 Wellington Street, Leeds,
LS1 4DL. 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 you 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 Bidco during the offer period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
General
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Kin and Carta Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Bidco may purchase Kin and Carta Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Kin and Carta confirms
that, as at 17 October 2023, it had in issue 177,931,360 ordinary shares of 10
pence each (excluding shares held in treasury). The ISIN for the shares is
GB0007689002.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 October 2023
RECOMMENDED CASH ACQUISITION
of
Kin and Carta plc
by
Kelvin UK Bidco Limited
(a newly formed company owned indirectly by funds advised by Apax Partners
LLP)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of Bidco, a newly formed company owned indirectly by
funds advised by Apax, and Kin and Carta are pleased to announce that they
have reached agreement on the terms and conditions of a recommended cash
acquisition to be made by Bidco for the entire issued, and to be issued,
ordinary share capital of Kin and Carta (the "Acquisition").
It is intended that the Acquisition will be implemented by way of a
court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act
(although Bidco reserves the right to effect the Acquisition by way of an
Offer as an alternative to the Scheme, subject to the consent of the Panel and
the terms of the Cooperation Agreement).
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and the full
terms and conditions to be set out in the Scheme Document, each Kin and Carta
Shareholder at the Scheme Record Time will be entitled to receive:
for each Kin and Carta Share held: 110 pence in cash (the "Offer Price")
The Offer Price represents a premium of approximately:
· 41 per cent. to the Closing Price of 78 pence per Kin and Carta Share
on 17 October 2023 (being the last Business Day before the commencement of the
Offer Period);
· 41 per cent. to the volume-weighted average price of 78 pence per Kin
and Carta Share for the three-month period ended 17 October 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 51 per cent. to the volume-weighted average price of 73 pence per Kin
and Carta Share for the six-month period ended 17 October 2023 (being the last
Business Day before the commencement of the Offer Period).
The Acquisition values Kin and Carta's entire issued, and to be issued,
ordinary share capital at approximately £203 million on a fully diluted
basis.
The Kin and Carta Shares will be acquired pursuant to the Acquisition fully
paid and free from all liens, charges, equities, encumbrances, rights of
pre‑emption and any other interests of any nature whatsoever and together
with all rights attaching thereto, including without limitation voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) announced, declared, made or paid with a record date on
or after the Effective Date.
If, on or after the date of this announcement and prior to the Acquisition
becoming Effective, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made or paid or becomes payable in
respect of the Kin and Carta Shares, Bidco reserves the right to reduce the
consideration payable under the terms of the Acquisition for the Kin and Carta
Shares by an amount up to the aggregate amount of such dividend and/or
distribution and/or other return of capital or value, in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. In such circumstances, Kin and Carta Shareholders would be entitled
to retain any such dividend, distribution and/or other return of capital or
value. Any exercise by Bidco of its rights referred to in this paragraph shall
be the subject of an announcement and, for the avoidance of doubt, shall not
be regarded as constituting any revision or variation of the terms of the
Acquisition or the Scheme.
3 Background to and reasons for the Acquisition
Apax views Kin and Carta as a high-quality business with a strong platform in
the DX sector, particularly in view of its impressive roster of blue-chip
enterprise customers, recognised brand and capabilities in key areas of the
sector. The Company is led by an experienced management team, with a clear
vision and strategy for the future direction of the business.
However, the changing economic backdrop has highlighted the importance of
scale and diversification in the DX sector. Apax believes that as a private
company Kin and Carta will be better placed to make the investments necessary
to position the business for long-term success.
Apax believes it is well positioned to support Kin and Carta's next phase of
growth given its significant experience and track record within this sector.
Apax intends to provide operational expertise, and the Apax Funds intend to
provide capital, to support the business in order to accelerate growth both
organically and inorganically to continue building scale in key areas. A
partnership with Apax and the Apax Funds away from the public markets is
expected to improve the potential for value creation compared to the status
quo as a listed business and better position the Company to create long-term
value for the benefit of customers, employees and other stakeholders.
4 Directors, management, employees, pensions, research and development and locations
Strategic plans for Kin and Carta
As set out in paragraph 3 above, Bidco believes that the Acquisition has a
compelling strategic rationale.
Following completion of the Acquisition, Bidco intends to work with Kin and
Carta management to complete a full evaluation of the Group and its strategy,
delivery capabilities, operations and organisational structure. The evaluation
will focus on all aspects of the business and the opportunities available to
it, including:
· identifying existing and new growth and development opportunities;
· value enhancing investments with the aim of expanding the scope and
scale of Kin and Carta's capabilities;
· assessing potential acquisitions that could help improve the
competitive position of the business; and
· continuing the transformation and simplification of the Kin and Carta
business that management have been pursuing over the past several years, and
considering any potential additional actions to further this project,
including a review of third party spend.
Bidco believes it is well-suited to support Kin and Carta as a DX player. Apax
and the Apax Funds will provide Kin and Carta with the strategic, tactical and
financial resources required to support the management team's efforts in
exploring growth opportunities and expanding its offering to customers.
Employees and management
Bidco attaches great importance to the skills, experience and commitment of
the Kin and Carta management and employees and believes that they will be
fundamental to maximising the long-term success of Kin and Carta. Bidco is
committed to fully support management in continuing to execute their strategic
vision and plans.
Bidco confirms that, following the Acquisition becoming Effective, the
existing statutory and contractual rights and terms and conditions of
employment of management and employees of the Kin and Carta Group, including
in relation to pensions, will be fully safeguarded in accordance with
applicable law. Bidco has no intention to make material modifications to the
conditions of employment of management or employees of the Kin and Carta Group
or in the balance of their skills and functions, unless otherwise agreed upon
with the respective employees.
Once Kin and Carta ceases to be a listed company, a limited number of public
company-related functions may become unnecessary and therefore be reduced in
scope. No proposals have been developed as to how any such reduction will be
implemented, but such proposals (if any) will be determined as part of the
discussions with Kin and Carta management following the Acquisition becoming
Effective.
Bidco intends to support management in their efforts to continue to improve
systems and processes as well as simplify the business to improve the
scalability of the cost base. While specific plans or intentions have not been
formulated, Bidco expects to derive scale benefits from investments in new
systems and processes, as well as continued leverage of margin-efficient
nearshore opportunities. Following the Acquisition, Bidco does not intend to
make a material reduction in headcount of the Kin and Carta Group. If other
opportunities for optimisation of Kin and Carta's cost base are identified,
where possible and appropriate, individuals in affected roles may be offered
alternative roles within Kin and Carta.
Upon the Acquisition becoming Effective, all of the non-executive directors of
Kin and Carta will resign and from that point will cease to be directors of
Kin and Carta.
Incentivisation and retention arrangements
Bidco believes that the ongoing participation of senior management of Kin and
Carta is very important to the future success of Kin and Carta. As described
above, Bidco intends to review the management, governance and incentive
structure of Kin and Carta following the Acquisition becoming Effective.
Save as described below, Bidco has not entered into, nor has it had
discussions on the terms of, any form of incentivisation arrangements with
members of Kin and Carta's management and has no intention of entering into
such discussions before the Effective Date, but may have discussions and enter
into such discussions with certain members of the Kin and Carta management
team following the Effective Date.
Bidco has agreed that, conditional upon the Scheme becoming Effective, Kin and
Carta may, as soon as practicable following the Effective Date, grant cash
awards (the "Rollover Retention Awards") to Kin and Carta employees who hold
awards granted under the Kin and Carta Long Term Incentive Plan 2020 in the
Kin and Carta financial years ended 31 July 2022 and 31 July 2023 (the "FY22
and FY23 LTIP Awards") and who remain in employment with the Kin and Carta
Group on the date of grant of such Rollover Retention Awards to compensate
them for the portion of such FY22 and FY23 LTIP Awards which does not vest as
a result of the Scheme.
The value of each participant's Rollover Retention Award will be equivalent to
the number of Kin and Carta Shares which do not vest under the corresponding
FY22 and FY23 LTIP Awards multiplied by the Offer Price. The Rollover
Retention Awards will vest and be paid on the date that is six months
following the Effective Date and will only be forfeited if the individual
ceases employment with the Kin and Carta Group due to resignation or dismissal
for reasons of misconduct or underperformance.
Further, in order to promote the retention of certain Kin and Carta employees
(including the Kin and Carta executive directors) following the Effective
Date, Bidco has agreed that Kin and Carta will grant to such employees cash
bonuses subject to continued employment (the "Retention Arrangements").
Individual awards under the Retention Arrangements would be granted as soon as
practicable following, and conditional upon, the Effective Date, at levels to
be determined by the Kin and Carta Board; for the Kin and Carta executive
directors this would not exceed the value of the shares which do not vest
under their LTIP awards which are due to vest in November 2023.
Pensions
There are no plans to make any changes to any defined contribution scheme(s)
operated by Kin and Carta.
Bidco recognises the importance of upholding Kin and Carta's legacy defined
benefit pension scheme obligations and ensuring that its legacy pension
scheme, the St Ives Pension Scheme (the "DB Scheme"), is appropriately funded
in accordance with legal requirements (including statutory and regulatory
requirements and those under the DB Scheme's governing documents). The DB
Scheme has been closed to future accrual of benefits since 2008. Bidco has
held initial discussions with the trustees of the DB Scheme in advance of this
announcement with a view to agreeing steps that would ensure the trustees can
be confident the DB Scheme will be well supported following the Acquisition.
Bidco does not intend to make any changes to the current employer pension
contribution arrangements, the accrual of benefits for existing members or the
rights of admission of new members.
Intentions in respect of Kin and Carta's B Corp status
Bidco recognises the importance that Kin and Carta places on being a certified
B Corp, being the first publicly traded business on the London Stock Exchange
to gain this accreditation. Bidco intends to support Kin and Carta maintaining
its B Corp status following completion of the Acquisition.
Headquarters, locations, fixed assets and research and development
Bidco does not intend to change the locations of business or the headquarters
of Kin and Carta beyond any ordinary course changes planned by the current
management of Kin and Carta. Bidco does not intend to redeploy any fixed
assets of Kin and Carta.
Kin and Carta does not currently have a research and development function and
Bidco has no plans in this regard.
Trading facilities
Kin and Carta Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 15, applications
will be made for the cancellation of the listing of Kin and Carta Shares on
the Official List and the cancellation of trading of Kin and Carta Shares on
the London Stock Exchange, in each case with effect from or shortly after the
Effective Date. It is further intended that dealings in Kin and Carta Shares
will be suspended by 8.00 a.m. on the Business Day after the Sanction Hearing
and that Kin and Carta will be re-registered as a private company as soon as
practicable on or following the Effective Date.
Statements
None of the statements in this paragraph 4 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
5 Recommendation
The Kin and Carta Directors, who have been so advised by Citi as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice, Citi has taken into account
the commercial assessments of the Kin and Carta Directors. Citi is providing
independent financial advice to the Kin and Carta Directors for the purposes
of Rule 3 of the Takeover Code.
Accordingly, the Kin and Carta Directors intend to recommend unanimously that
Kin and Carta Shareholders vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting as the Kin and Carta
Directors who hold Kin and Carta Shares have irrevocably undertaken to do in
respect of their own beneficial holdings totalling 1,243,316 Kin and Carta
Shares in aggregate (representing approximately 0.7 per cent. of the issued
ordinary share capital of Kin and Carta as at 17 October 2023, being the
Business Day prior to this announcement). Further details of these
undertakings, including the circumstances in which they cease to be binding,
are set out in Appendix 3 to this announcement.
It is the intention of the Kin and Carta Directors who hold Kin and Carta
Shares to, immediately following the end of the Closed Period to which Kin and
Carta is currently subject (such Closed Period being expected to end following
the publication of Kin and Carta's preliminary results announcement for the
financial year ended 31 July 2023), undertake irrevocably (on substantially
the same terms as the undertakings described above) to accept or procure (to
the fullest extent the Kin and Carta Directors are able) the acceptance of a
Takeover Offer in respect of their own holdings of Kin and Carta Shares (if
Bidco exercises its right to implement the Acquisition by way of a Takeover
Offer).
6 Background to and reasons for the recommendation
Kin and Carta has transformed from its heritage as a publishing company
founded in 1964 in St Ives, to a pure-play DX consultancy delivering connected
outcomes for clients through digital innovation, cloud modernisation, data
enablement and digital optimisation.
The Kin and Carta Group has undergone significant change to unify a collection
of acquired boutique consultancies into a coherent and focused organisation.
In the last three years this change has included: the disposals of Edit,
Relish, Incite, Pragma and Hive; the acquisitions of Forecast Data, Melon and
Frakton, Loop, Datorium (which comprised of Octain, an artificial intelligence
("AI") platform that enhances Kin and Carta's data and AI services), Spire
Digital and Cascade Data Labs; the implementation of a new go-to-market
strategy; the evolution of the client base to focus on high quality customers;
the expansion into new markets in Colombia, Bulgaria, Kosovo and North
Macedonia through the creation of nearshore delivery centres in those
jurisdictions and the strategic growth of its data and artificial intelligence
capabilities and technology partner relationships.
Whilst the Kin and Carta Board is pleased with the progress made and believes
Kin and Carta is strategically positioned to benefit from the DX market
opportunity following its repositioning, it also recognises there are several
challenges in achieving its standalone strategy.
Within the context of the DX competitor landscape, Kin and Carta is a
relatively small-scale player. In order to compete successfully in the future,
the Kin and Carta Board believes that Kin and Carta will need to expand its
capabilities, resources and access to capital in a way which is challenging to
achieve on a standalone basis. Additionally, as seen over the last 12 months,
there continue to be significant market headwinds across the DX industry
driven by hesitance among enterprise clients to commit to large programmes of
work in the current macro environment, which impacts Kin and Carta's future
new business growth. This in turn has resulted in significant volatility in
the Company's financial performance, share price, and ability to execute on
its strategy. Finally, whilst Kin and Carta has successfully grown its client
base in recent years, it remains relatively concentrated such that any 'churn'
within this revenue base can have a material impact on the profitability of
the Kin and Carta Group, given the size of the business today.
Whilst the Kin and Carta Board continues to believe in the standalone
prospects of Kin and Carta including the strength of its operational
management team, the Kin and Carta Board acknowledges the benefits of Kin and
Carta being a private company supported by Apax and the Apax Funds and
benefitting from Apax's significant experience in supporting and growing
global digital consulting businesses and its Operational Excellence Practice.
During its discussions with Apax, Kin and Carta was also engaged in
discussions with several other parties. Following these discussions, the Kin
and Carta Board concluded that this offer from Bidco provides shareholders
with a compelling opportunity to realise their investment in cash today at a
price that fairly represents both the future opportunities and risks inherent
in the business and delivery of Kin and Carta's strategy.
In considering the terms of the Acquisition and determining whether the offer
price reflects an appropriate valuation of Kin and Carta and its future
prospects, as well as the above factors, the Kin and Carta Board considers
that it represents an opportunity for Kin and Carta shareholders to realise
their investment in Kin and Carta for cash at a fair and reasonable value, in
particular given the low levels of liquidity in the trading volumes and the
significant volatility in the price of Kin and Carta's Shares. The Kin and
Carta Board believes the certain value represented by the Acquisition is a
superior outcome for Kin and Carta Shareholders compared to continuing to
pursue the independent strategy of Kin and Carta.
In particular, the offer price of 110 pence per Kin and Carta Share represents
a premium of:
· 41 per cent. to the Closing Price of 78 pence per Kin and Carta Share
on 17 October 2023 (being the last Business Day before the commencement of the
Offer Period);
· 41 per cent. to the volume-weighted average price of 78 pence per Kin
and Carta Share for the three-month period ended 17 October 2023 (being the
last Business Day before the commencement of the Offer Period); and
· 51 per cent. to the volume-weighted average price of 73 pence per Kin
and Carta Share for the six-month period ended 17 October 2023 (being the last
Business Day before the commencement of the Offer Period).
As a certified B Corp, and in accordance with Kin and Carta's constitution and
their statutory duties, the Kin and Carta Directors have taken into account
the interests of all stakeholders in their evaluation of the Acquisition.
Accordingly, in addition to the financial terms of the Acquisition, the Kin
and Carta Directors have also considered Apax's stated intentions for the
business, management, employees, pension schemes and other stakeholders of Kin
and Carta. The Kin and Carta Board is encouraged and reassured by Apax's
confirmation that it attaches great importance to the skills, experience and
commitment of the Kin and Carta management team and employees and that Apax is
committed to fully support management in continuing to execute their strategic
vision and plans.
The Kin and Carta Board is pleased to note that Apax intends to support Kin
and Carta in maintaining its B Corp status following completion of the
Acquisition.
Accordingly, following careful consideration of the above factors, the Kin and
Carta Directors intend to recommend unanimously the Acquisition to Kin and
Carta Shareholders as set out in paragraph 5 above.
7 Information relating to Bidco and Apax
Bidco
Bidco is a private limited company incorporated in England and Wales. Bidco is
a newly-formed company indirectly owned by the Apax Funds. Bidco was formed
for the purposes of the Acquisition and has not traded since its date of
incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.
The current directors of Bidco are Gonzague de Lhoneux and Marc Santigosa.
Further details in relation to Bidco will be contained in the Scheme Document.
Apax
Apax is a leading global private equity advisory firm. For 50 years, Apax has
worked to inspire growth and ideas that transform businesses. The firm has
raised and advised funds with aggregate commitments of more than US$65
billion. Funds advised by Apax invest in companies across four global sectors
of Tech, Services, Healthcare, and Internet/Consumer. The Apax Funds provide
long-term equity financing to build and strengthen world-class companies.
8 Information relating to Kin and Carta
Kin and Carta is a global DX consultancy, serving businesses across the healthcare, financial services, industrial and agriculture, retail and distribution, transportation and public sectors, among others.
Previously known as St Ives plc, Kin and Carta has evolved from a printing and marketing services group into a DX consultancy focused on delivering connected outcomes for clients through digital innovation, cloud modernisation, data enablement and digital optimisation, including:
· helping the C-Suite better understand market shifts and how digital
products and services need to evolve;
· utilising emerging technologies to create new digital products and
platforms; and
· amplifying digital investments and experiences through modern
marketing technology and data platforms.
Kin and Carta is a certified B Corp and became the first publicly traded business on the London Stock Exchange to earn this accreditation. B Corp certification is a designation that a business is meeting high standards of verified performance, accountability, and transparency on factors from employee benefits to supply chain practices and input materials.
Kin and Carta's headquarters are in London, with US headquarters in Chicago, and it has over 1,800 consultants, engineers and data scientists globally.
9 Kin and Carta CURRENT TRADING
Kin and Carta has continued to trade in line with the Kin and Carta Board's expectations in the first two months of FY24. However, the Kin and Carta Board remains cautious on the outlook as market headwinds remain across the sector.
10 Financing of the Acquisition
The cash consideration payable to Kin and Carta Shareholders under the terms
of the Acquisition will be financed by an equity investment into Bidco from
the Apax Funds. Bidco may raise debt financing in connection with the
Acquisition following the date of this announcement.
BofA Securities, in its capacity as lead financial adviser to Apax and Bidco,
is satisfied that sufficient resources are available to Bidco to satisfy in
full the cash consideration payable to Kin and Carta Shareholders under the
terms of the Acquisition.
Further information on the financing of the Acquisition (including any debt
financing, if applicable) will be set out in the Scheme Document.
11 Offer‑related arrangements
Confidentiality Agreement
On 20 June 2023, Apax and Kin and Carta entered into a confidentiality
agreement in relation to the Acquisition (the "Confidentiality Agreement"),
pursuant to which, amongst other things, Apax has undertaken to: (i) subject
to certain exceptions, keep information relating to Kin and Carta and the
Acquisition confidential and not to disclose it to third parties; and (ii) use
such confidential information only in connection with the Acquisition. These
confidentiality obligations will remain in force until the earlier of: (i)
completion of the Acquisition, except to the extent that the confidential
information relates to any part of the business of the Kin and Carta Group
which is not the subject of the Acquisition, in relation to which the
obligations will terminate on 20 June 2025; and (ii) 20 June 2025, except to
the extent that the confidential information relates to the existence and
contents of the discussions between Apax and Kin and Carta about the
Acquisition in relation to which obligations will not terminate.
Under the terms of the Confidentiality Agreement, Apax also agreed to certain
standstill undertakings, all of which ceased to apply immediately following
the making of this announcement.
The Confidentiality Agreement also contains undertakings from Apax and its
affiliates that:
(i) from the date of the Confidentiality Agreement and until the date 12 months after the date of the Confidentiality Agreement, Apax will not directly or indirectly solicit or entice away any person: (a) who was first introduced to Apax during the course of the Acquisition and who is employed or directly engaged by Kin and Carta in an executive or managerial capacity; and (b) with whom the Apax deal team first had contact in connection with its evaluation of the Acquisition, with a view to inducing that person to leave such employment or engagement; and
(ii) from the date of the Confidentiality Agreement until the date 12 months after the date on which the discussions between the parties regarding the Acquisition are terminated, solicit, entice away, canvass or approach any person: (a) who is or was during such period a customer or supplier of Kin and Carta or any of its affiliates; and (b) about whom Kin and Carta or any of its related persons has made confidential information available to Apax or any of its related persons, for the purpose of offering to that person, or receiving from that person, goods or services of the same type as or similar to any goods or services supplied by or to Kin and Carta or any of its affiliates,
and in the case of each of (i) and (ii), subject to customary carve-outs.
Cooperation Agreement
Bidco and Kin and Carta entered into a cooperation agreement (the "Cooperation
Agreement") on 18 October 2023, pursuant to which: (i) Bidco agreed to use its
reasonable endeavours to secure the regulatory clearances and authorisations
necessary to satisfy the Conditions; (ii) Bidco and Kin and Carta agreed to
certain undertakings to co-operate and provide each other with information,
assistance and access in relation to the filings, submissions and
notifications to be made in relation to such regulatory clearances and
authorisations; (iii) Bidco agreed to provide Kin and Carta with certain
information for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document; and (iv) Bidco and Kin and Carta
agreed certain arrangements in respect of the Kin and Carta Share Plans and
certain other employee incentive arrangements.
The Cooperation Agreement also records Bidco's and Kin and Carta's intention
to implement the Acquisition by way of the Scheme, subject to the ability of
Bidco to proceed by way of an Offer in accordance with and subject to the
terms of the Cooperation Agreement.
The Cooperation Agreement will terminate in certain circumstances, including
if: (i) the Acquisition is withdrawn or lapses prior to the Long Stop Date;
(ii) prior to the Long Stop Date any Condition becomes incapable of
satisfaction; (iii) the Kin and Carta Directors withdraw their recommendation
of the Acquisition; (iv) a Competing Proposal (as defined in the Cooperation
Agreement) is recommended by the Kin and Carta Directors or completes, becomes
effective or is declared or becomes unconditional; (v) the Scheme does not
become effective in accordance with its terms by the Long Stop Date; or (vi)
otherwise as agreed between Bidco and Kin and Carta.
Clean Team Agreement
On 3 October 2023, Kin and Carta and Apax entered into a clean team agreement
(the "Clean Team Agreement"), the purpose of which is to ensure that certain
materials relating to Kin and Carta are disclosed only to certain individuals
or parties identified in the Clean Team Agreement, and that those identified
individuals or parties comply with the terms of the Clean Team Agreement to
keep that information confidential and secure, and ensure it is used only for
the purposes of evaluating the Acquisition and undertaking relevant regulatory
and antitrust analysis in respect of the Acquisition. The Clean Team Agreement
will terminate on the earlier of: (i) the Effective Date; and (ii) 3 October
2025.
12 Disclosure of interests in Kin and Carta securities
Except for the irrevocable undertakings referred to in paragraph 5 above and
Appendix 3, as at 17 October 2023 (being the last Business Day prior to the
date of this announcement) neither Bidco, nor any of its directors, nor, so
far as Bidco is aware, any person treated as acting in concert (within the
meaning of the Takeover Code) with it for the purposes of the Acquisition: (i)
had any interest in or right to subscribe for or had borrowed or lent any Kin
and Carta Shares or securities convertible or exchangeable into Kin and Carta
Shares; (ii) had any short positions in respect of relevant securities of Kin
and Carta (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery; (iii) has borrowed or lent any relevant securities of Kin
and Carta (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover
Code) save for any borrowed shares which have been either on-lent or resold;
or (iv) is a party to any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Takeover Code in relation to
Kin and Carta Shares or in relation to securities convertible or exchangeable
into Kin and Carta Shares.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities).
It has not been practicable for Bidco to make enquiries of all of its concert
parties in advance of the release of this announcement. Therefore, all
relevant details in respect of Bidco's concert parties will be included in its
Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Takeover Code.
13 Kin and Carta Share Plans
Participants in the Kin and Carta Share Plans will be contacted regarding the
effect of the Acquisition on their options and awards under the Kin and Carta
Share Plans and appropriate proposals will be made to such participants which
reflects their options and awards under the Kin and Carta Share Plans in due
course. Details of the impact of the Scheme on each of the Kin and Carta Share
Plans and such proposals will be set out in the Scheme Document.
14 Scheme process
It is intended that the Acquisition will be implemented by means of a
court-sanctioned scheme of arrangement of Kin and Carta under Part 26 of the
2006 Act (although Bidco reserves the right to effect the Acquisition by way
of an Offer, subject to the consent of the Panel and the terms of the
Cooperation Agreement).
The purpose of the Scheme is to provide for Bidco to become the registered
holder of the entire issued and to be issued share capital of Kin and Carta.
In order to achieve this, the Kin and Carta Shares will be transferred to
Bidco under the Scheme. In consideration for this transfer, the Kin and
Carta Shareholders will receive cash on the basis set out in paragraph 2 of
this Announcement. The transfer to Bidco of the Kin and Carta Shares will
result in Kin and Carta becoming a wholly-owned subsidiary of Bidco.
The Acquisition is subject to the Conditions and certain further terms
referred to in Appendix 1 to this announcement and to the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date (or such later date as Bidco and Kin and Carta may, with the
consent of the Panel, agree and, if required, the Court may approve):
· a resolution to approve the Scheme is passed by a majority in number
of Kin and Carta Shareholders present and voting (and entitled to vote) at the
Court Meeting, either in person or by proxy, representing 75 per cent. or more
in value of each class of the Scheme Shares held by those Kin and Carta
Shareholders;
· the Resolutions necessary to implement the Scheme are passed by the
requisite majority of Kin and Carta Shareholders at the General Meeting;
· following the Court Meeting and General Meeting and satisfaction
and/or waiver (where applicable) of the other Conditions, the Scheme is
sanctioned by the Court (without modification, or with modification on terms
agreed by Bidco and Kin and Carta); and
· following such sanction, an office copy of the Scheme Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement
provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the
Takeover Code) if:
· the Court Meeting and the General Meeting are not held by the 22(nd)
day after the expected date of the Court Meeting and the General Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and Kin and Carta, and (if required) the Court may
allow);
· the Sanction Hearing to approve the Scheme is not held by the 22(nd)
day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Bidco and Kin and Carta, and (if required) the Court may allow); or
· the Scheme does not become Effective by 11.59 p.m. on the Long Stop
Date (or such later date as Bidco and Kin and Carta may, with the consent of
the Panel, agree and (if required) the Court may allow).
If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement
is not capable of being satisfied by the date specified therein, Bidco shall
make an announcement through a Regulatory Information Service as soon as
practicable and, in any event, by not later than 8.00 a.m. on the Business Day
following the date so specified, stating whether Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the agreement of
Kin and Carta, specified a new date by which that Condition must be satisfied.
Once the necessary approvals from Kin and Carta Shareholders have been
obtained and the other Conditions have been satisfied or (where applicable)
waived and the Scheme has been approved by the Court, the Scheme will become
Effective upon delivery of a copy of the Court Order to the Registrar of
Companies. Subject to the satisfaction of the Conditions, the Scheme is
expected to become Effective during the first quarter of 2024.
Upon the Scheme becoming Effective: (i) it will be binding on all Kin and
Carta Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or the General Meeting (and if they attended and voted,
whether or not they voted in favour); and (ii) share certificates in respect
of Kin and Carta Shares will cease to be valid and entitlements to Kin and
Carta Shares held within the CREST system will be cancelled. In accordance
with the applicable provisions of the Takeover Code, the consideration for the
transfer of the Scheme Shares to Bidco will be despatched no later than 14
days after the Effective Date.
Any Kin and Carta Shares issued before the Scheme Record Time will be subject
to the terms of the Scheme. The resolution(s) to be proposed at the General
Meeting will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Kin and Carta Shares issued after the
Scheme Record Time (other than to Bidco and/or their nominees) to be
automatically transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the Articles (as
amended) will avoid any person (other than Bidco and its nominees) holding
shares in the capital of Kin and Carta after the Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Sanction Hearing, together with
notices of the Court Meeting and the General Meeting, will be set out in the
Scheme Document. It is expected that the Scheme Document and the Forms of
Proxy accompanying the Scheme Document will be published as soon as
practicable and in any event within 28 days of this announcement (or such
later date as Bidco and Kin and Carta may, with the consent of the Panel,
agree and, if required, the Court may approve).
15 Delisting, and cancellation of trading and re‑registration
It is intended that the London Stock Exchange and the FCA will be requested
respectively to cancel trading in Kin and Carta Shares on the London Stock
Exchange's market for listed securities and the listing of the Kin and Carta
Shares from the Official List on or shortly after the Effective Date.
It is expected that the last day of dealings in Kin and Carta Shares on the
Main Market of the London Stock Exchange is expected to be the Business Day
immediately prior to the Effective Date and no transfers will be registered
after 6.00 p.m. (London time) on that date.
On the Effective Date, share certificates in respect of Kin and Carta Shares
shall cease to be valid and should be destroyed. In addition, entitlements to
Kin and Carta Shares held within the CREST system shall be cancelled on the
Effective Date.
It is intended that Kin and Carta will be re-registered as a private limited
company and for this to take effect as soon as practicable on or following the
Effective Date.
16 Documents
Copies of the following documents will be available promptly, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Kin and Carta's website at www.kinandcarta.com
(http://www.kinandcarta.com) and on Bidco's website at www.kelvinoffer.com
(http://www.kelvinoffer.com) and in any event by no later than noon on the
Business Day following this announcement and will remain so available until
the Effective Date:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the Clean Team Agreement;
· the irrevocable undertakings referred to in paragraph 5 above and
summarised in Appendix 3 to this announcement;
· the documents entered into for the financing of the Acquisition
referred to in paragraph 10 above; and
· the consent letters from the financial advisers to being named in
this announcement.
Neither the content of the websites referred to in this announcement, nor any
website accessible from hyperlinks, is incorporated into or forms part of this
announcement.
17 General
Bidco reserves the right to elect (with the consent of the Panel and subject
to the terms of the Cooperation Agreement) to implement the acquisition of the
Kin and Carta Shares by way of an Offer as an alternative to the Scheme. In
such event, the Offer will be implemented on substantially the same terms, so
far as applicable, as those which would apply to the Scheme.
Investors should be aware that Bidco may purchase Kin and Carta Shares
otherwise than under the Scheme or any Offer, including pursuant to privately
negotiated purchases.
The Acquisition will be on the terms and subject to the Conditions set out
herein and in Appendix 1, and to be set out in the Scheme Document. The bases
and sources for certain financial information contained in this announcement
are set out in Appendix 2. Details of undertakings received by Bidco are set
out in Appendix 3. Certain definitions and terms used in this announcement
are set out in Appendix 4. The formal Scheme Document will be sent to
shareholders of Kin and Carta within 28 days of this announcement (or such
later date as Kin and Carta, Bidco and the Panel agree).
BofA Securities (as lead financial adviser to Apax and Bidco), Equiteq (as
financial adviser to Apax and Bidco) and Citi (as financial adviser to Kin and
Carta) have each given and not withdrawn their consent to the publication of
this announcement with the inclusion herein of the references to their names
in the form and context in which they appear.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries
Apax +44 79 1828 6640
Luke Charalambous
BofA Securities (Lead Financial Adviser to Apax and Bidco) +44 20 7628 1000
James Robertson
Eish Dhillon
Antonia Rowan
Charles Pitt Ford
Equiteq Corporate Finance Limited (Financial Adviser to Apax and Bidco) +44 20 3651 0600
Jerome Glynn-Smith
Emmanuel Kostucki
Headland Consultancy Limited (PR Adviser to Apax and Bidco) +44 (0)74713 50848
Emma Nyman
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) 7713 246 126
Elly Williamson
Jane Glover
Kirkland & Ellis International LLP is acting as legal adviser to Apax and
Bidco.
Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta.
Further information
Merrill Lynch International ("BofA Securities"), 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
Apax and Bidco and for no one else in connection with the Acquisition and will
not be responsible to anyone other than Apax and Bidco for providing the
protections afforded to its clients or for providing advice in connection with
the Acquisition. Neither BofA Securities, 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 BofA Securities in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.
Equiteq Corporate Finance Limited ("Equiteq"), an appointed representative of
Frank Investments Limited, who is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Apax and Bidco and for no one else
in connection with this announcement and any other matters in connection with
it. Equiteq will not be responsible to anyone other than Apax and Bidco for
providing the protections afforded to its clients or for providing advice in
connection with any matters in connection with this announcement. Neither
Equiteq, nor any of its affiliates, directors or employees, 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 Equiteq in connection with this announcement or 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 Financial Conduct Authority 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.
This announcement contains inside information in relation to Kin and Carta for
the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this announcement on behalf of Kin
and Carta is Lucy Maxwell, Company Secretary. Kin and Carta's Legal Entity
Identifier is 213800B32KQM8CENCR16.
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 Bidco 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 any formal documentation 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 such documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it 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, e-mail 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 U.S. 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 U.S. Securities Exchange
Act of 1934 (the "U.S. 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
U.S. 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 U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the U.S..
If, in the future, Bidco 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 U.S. laws and regulations.
It may be difficult for U.S. holders of Kin and Carta Shares to enforce their
rights and any claim arising out of the U.S. federal laws, since Bidco and Kin
and Carta are located in a non-U.S. jurisdiction, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction. U.S.
holders of Kin and Carta Shares may not be able to sue a non-U.S. company or
its officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company
and its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and, in the event of an Offer, pursuant
to Rule 14e-5(b) of the U.S. Exchange Act, Apax or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, Kin and Carta Shares outside of the U.S., 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 U.S. Exchange Act, BofA Securities 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
(http://www.londonstockexchange.com) .
U.S. Kin and Carta Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Kin and Carta Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco 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 Bidco
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 Bidco 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. Often, but not always, 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 Bidco's,
Kin and Carta's, any member of the Bidco 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 Bidco's, Kin and Carta's, any member of the Bidco
Group's or any member of the Kin and Carta Group's business.
Although Bidco and Kin and Carta believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco 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 Bidco 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 Bidco 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 Bidco 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. You are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor Kin and Carta is under any obligation, and Bidco 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 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 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) 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% 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 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
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. 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
www.kinandcarta.com (http://www.kinandcarta.com)
and on Bidco's website at
www.kelvinoffer.com (http://www.kelvinoffer.com)
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 Takeover 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 registrars, Link Asset Services, by (i) telephoning 0371 664 0321 between the hours of 9.00 a.m. and 5.30 p.m. on a Business Day or (ii) submitting a written request to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. 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 you 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 Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
General
If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining Kin and Carta Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Bidco may purchase Kin and Carta Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Kin and Carta confirms
that, as at 17 October 2023, it had in issue 177,931,360 ordinary shares of 10
pence each (excluding shares held in treasury). The ISIN for the shares is
GB0007689002.
Appendix 1
Conditions and Further Terms of the Transaction
Part A
Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date or such
later date (if any) as Bidco and Kin and Carta may agree, with the consent of
the Panel, and the Court may allow.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
2.1 (i) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shares held by Kin and Carta
Shareholders who are on the register of members of Kin and Carta (or the
relevant class or classes thereof) at the Voting Record Time, present and
voting, whether in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required (or any adjournment thereof), and
(ii) such Court Meeting being held on or before the 22(nd) day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date as may be agreed between Bidco and Kin and Carta
with the consent of the Panel (and that the Court may approve if required));
2.2 (i) the Resolutions being duly passed at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22(nd) day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date as may be agreed
between Bidco and Kin and Carta with the consent of the Panel (and that the
Court may approve if required)); and
2.3 (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Bidco and
Kin and Carta)) and the delivery of a copy of the Court Order to the Registrar
of Companies; and (ii) the Sanction Hearing being held on or before the 22(nd)
day after the expected date of the Sanction Hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Bidco and Kin and Carta with the consent of the Panel (and that the Court may
approve)).
General Conditions
3. In addition, subject as stated in Part B of this
Appendix 1, Bidco and Kin and Carta have agreed that the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
Antitrust
3.1 United States
All filings having been made and any applicable waiting period under the Hart
Scott Rodino Antitrust Improvements Act of 1976 (as amended) and the
regulations made there under relating to the Acquisition has expired, lapsed
or been terminated;
3.2 North Macedonia
A merger filing having been made and the Commission for Protection of the
Competition of the Republic of North Macedonia ("Macedonian Competition
Commission"), having either: (i) confirmed that the Acquisition is not subject
to the Macedonian Competition Commission's approval; or (ii) approved the
Acquisition.
3.3 United Kingdom
The CMA:
3.3.1 following a decision to open a phase 1 merger review in
relation to the Acquisition, deciding, on terms reasonably satisfactory to
Bidco, not to refer the Acquisition nor any matter arising from or relating to
the Acquisition to the chair of the CMA for the constitution of a group under
Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Phase 2 CMA
Reference")); or
3.3.2 as at the date on which all other Conditions (with the
exception of Condition 2.3 of this Part A of Appendix 1) of the Acquisition
are satisfied or waived:
(a) not having requested submission of a Merger Notice or
commenced a phase 1 merger review by indicating that the statutory review
period in which the CMA has to decide whether to make a Phase 2 CMA Reference
under section 34ZA of the Enterprise Act 2002 has begun; or
(b) having responded to a briefing paper in writing that it has
no further questions in relation to the Acquisition (and has not otherwise
opened an inquiry, or indicated that it is still deciding whether to open an
inquiry).
Regulatory
3.4 CFIUS
The receipt of any required foreign investment approvals by the competent
authorities in the United States including the CFIUS (and, to the extent
relevant, all necessary undertakings, commitments, actions, mitigation,
conditions, modifications or any other similar remedies required by the
competent authorities for completion of the Acquisition having been satisfied
or complied with).
3.5 NSIA
Pursuant to the UK National Security and Investment Act 2021 ("NSIA"), a
notification having been accepted by the Secretary of State and the Secretary
of State either:
3.5.1 confirming that no further action will be taken in relation to
the Acquisition; or
3.5.2 making a final order in relation to the Acquisition on terms
satisfactory to Bidco that it is not prohibited (and to the extent relevant,
any conditions or obligations contained in such an order necessary for
completion of the Acquisition having been satisfied or complied with).
Other Third Party clearances
3.6 no central bank, government or governmental,
quasi‑governmental, supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other body or person whatsoever in any jurisdiction (each a "Third Party")
having given notice of a decision to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to:
3.6.1 make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Kin and Carta Group by any member of
the Wider Bidco Group void, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit,
or restrain, restrict, impede, challenge, delay or otherwise interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, the Acquisition or the acquisition of any shares or other
securities in, or control or management of, any member of the Wider Kin and
Carta Group by any member of the Wider Bidco Group or require amendment of the
Scheme;
3.6.2 require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Bidco Group or by any member of the Wider Kin and Carta Group of all or
any part of their businesses, assets or property or impose any limitation on
the ability of all or any of them to conduct their respective businesses (or
any part thereof) or to own, control or manage any of their assets or
properties (or any part thereof) to an extent which is material in the context
of the Wider Kin and Carta Group taken as a whole or in the context of the
Acquisition;
3.6.3 impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Kin and Carta (or any
member of the Wider Kin and Carta Group) or on the ability of any member of
the Wider Kin and Carta Group or any member of the Wider Bidco Group directly
or indirectly to hold or exercise effectively any rights of ownership in
respect of shares or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider Kin and Carta Group to an
extent which is material in the context of the Wider Kin and Carta Group taken
as a whole or in the context of the Acquisition;
3.6.4 other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the 2006 Act, require any member of the
Wider Bidco Group or the Wider Kin and Carta Group to acquire or offer to
acquire any shares, other securities (or the equivalent) or interest in any
member of the Wider Kin and Carta Group or any asset owned by any third party
which is material in the context of the Wider Kin and Carta Group or the Wider
Bidco Group, in either case taken as a whole;
3.6.5 require, prevent or delay a divestiture by any member of the
Wider Bidco Group of any shares or other securities (or the equivalent) in any
member of the Wider Kin and Carta Group;
3.6.6 result in any member of the Wider Kin and Carta Group ceasing
to be able to carry on business under any name under which it presently
carries on business to an extent which is material in the context of the Wider
Kin and Carta Group taken as a whole or in the context of the Acquisition;
3.6.7 impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider Kin and Carta Group to conduct,
integrate or co‑ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Bidco Group
and/or the Wider Kin and Carta Group in a manner which is adverse and material
to the Wider Bidco Group and/or the Wider Kin and Carta Group, in either case,
taken as a whole or in the context of the Acquisition; or
3.6.8 except as Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider Kin and Carta Group or any member of the Wider Bidco Group in each case
in a manner which is adverse to and material in the context of the Wider Kin
and Carta Group taken as a whole or of the financing of the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or proposed acquisition of any Kin and Carta
Shares or otherwise intervene having expired, lapsed, or been terminated;
3.7 all necessary notifications, filings or applications having
been made in connection with the Acquisition and all necessary waiting and
other time periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory obligations in
any jurisdiction having been complied with and all Authorisations which are
deemed by Bidco to be necessary or reasonably considered to be appropriate in
any jurisdiction for or in respect of the Acquisition or the proposed
acquisition of any shares or other securities in, or control of, Kin and Carta
by any member of the Wider Bidco Group having been obtained on terms and in a
form reasonably satisfactory to Bidco (acting reasonably) from all appropriate
Third Parties or (without prejudice to the generality of the foregoing) from
any person or bodies with whom any member of the Wider Kin and Carta Group or
the Wider Bidco Group has entered into contractual arrangements in each case
where the direct consequence of a failure to make such notification or filing
or to wait for the expiry, lapse or termination of any such waiting or other
time period or to comply with such obligation or obtain such Authorisation
would be unlawful in any relevant jurisdiction or have a material adverse
effect on the Wider Kin and Carta Group, any member of the Bidco Group or the
ability of Bidco to implement the Scheme and all such Authorisations remaining
in full force and effect at the time at which the Scheme becomes otherwise
unconditional in all respects and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
3.8 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order issued and
being in effect by a court or other Third Party which has the effect of making
the Acquisition or any acquisition or proposed acquisition of any shares or
other securities or control or management of, any member of the Wider Kin and
Carta Group by any member of the Wider Bidco Group, or the implementation of
either of them, void, voidable, illegal and/or unenforceable under the laws of
any relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting, delaying or otherwise interfering with
the completion or the approval of the Acquisition or any matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Kin and Carta Group by any member of
the Wider Bidco Group;
Absence of certain adverse circumstances
3.9 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Kin and Carta Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider Bidco Group
of any shares or other securities in Kin and Carta or because of a change in
the control or management of any member of the Wider Kin and Carta Group or
otherwise, would or might reasonably be expected to result in, in each case to
an extent which is material in the context of the Wider Kin and Carta Group
taken as a whole or to the financing of the Acquisition:
3.9.1 any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider Kin and
Carta Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
3.9.2 the rights, liabilities, obligations, interests or business of
any member of the Wider Kin and Carta Group or any member of the Wider Bidco
Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider Kin and
Carta Group or any member of the Wider Bidco Group in or with any other firm
or company or body or person (or any agreement or arrangement relating to any
such business or interests) being or likely to become terminated or adversely
modified or affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
3.9.3 any member of the Wider Kin and Carta Group ceasing to be able
to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Kin and Carta
Group taken as a whole or in the context of the Acquisition;
3.9.4 any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Kin and Carta Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Kin and Carta Group otherwise than in the
ordinary course of business;
3.9.5 other than in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider Kin
and Carta Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen), becoming enforceable;
3.9.6 the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider Kin
and Carta Group being prejudiced or adversely affected; or
3.9.7 the creation or acceleration of any material liability (actual
or contingent) by any member of the Wider Kin and Carta Group other than trade
creditors or other liabilities incurred in the ordinary course of business; or
3.9.8 any liability of any member of the Wider Kin and Carta Group
to make any severance, termination, bonus or other payment to any of its
directors or other officers other than in the ordinary course of business;
No material transactions, claims or changes in the conduct of the business of
the Kin and Carta Group
3.10 except as Disclosed, no member of the Wider Kin and Carta Group
having since 31 July 2022:
3.10.1 save as between Kin and Carta and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries and save for the issue or transfer
out of treasury of Kin and Carta Shares on the exercise of options or vesting
of awards granted in the ordinary course under the Kin and Carta Share Plans,
issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities;
3.10.2 recommended, declared, paid or made or agreed to recommend,
declare, pay or make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than to Kin and Carta or one of its
wholly‑owned subsidiaries;
3.10.3 save as between Kin and Carta and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries, merged with (by statutory merger
or otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced any
intention to do so, in each case to an extent which is material in the context
of the Wider Kin and Carta Group taken as a whole;
3.10.4 save as between Kin and Carta and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital other than in
the ordinary course of business and to an extent which is material in the
context of the Wider Kin and Carta Group taken as a whole;
3.10.5 issued, authorised or proposed the issue of, or made any change
in or to the terms of, any debentures or (save in the ordinary course of
business and save as between Kin and Carta and its wholly‑owned subsidiaries
or between such wholly‑owned subsidiaries) incurred or increased any
indebtedness or become subject to any contingent liability to an extent which
is material in the context of the Wider Kin and Carta Group taken as a whole
or in the context of the Acquisition;
3.10.6 entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long-term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is or is likely to be materially restrictive on the business of any member of
the Wider Kin and Carta Group to an extent which is or is reasonably likely to
be material to the Wider Kin and Carta Group taken as a whole;
3.10.7 entered into or varied to a material extent the terms of, any
contract, commitment, arrangement or any service agreement with any director
or senior executive of the Wider Kin and Carta Group save for salary
increases, bonuses or variations of terms in the ordinary course;
3.10.8 proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Wider Kin and Carta Group
which, taken as a whole, are material in the context of the Wider Kin and
Carta Group taken as a whole;
3.10.9 (i) (excluding the trustee of any pension scheme(s) established
by a member of the Wider Kin and Carta Group other than Kin and Carta itself)
made, agreed or consented to or procured any significant change to: (a) the
terms of any existing trust deeds, rules, policy or other governing documents,
or entered into or established any new trust deeds, rules, policy or other
governing documents, constituting any pension scheme or other retirement or
death benefit arrangement established for the directors, former directors,
employees or former employees of any entity in the Wider Kin and Carta Group
or their dependants and established by a member of the Wider Kin and Carta
Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue,
pensions which are payable or the persons entitled to accrue or be paid
benefits, under any Relevant Pension Plan; (c) the basis on which the
liabilities of any Relevant Pension Plan are funded or valued; (e) the basis
or rate of employer contribution to a Relevant Pension Plan, in each case to
the extent which is material in the context of the Wider Kin and Carta Group
taken as a whole or in the context of the Acquisition and other than as
required in accordance with applicable law; or (ii) enter into or propose to
enter into one or more bulk annuity contracts in relation to any Relevant
Pension Plan; or (iii) carried out any act: (a) which would or could
reasonably be expected to lead to the commencement of the winding up of any
Relevant Pension Plan; (b) which would or is reasonably likely to create a
material debt owed by an employer to any Relevant Pension Plan; (c) which
would or might accelerate any obligation on any employer to fund or pay
additional contributions to any Relevant Pension Plan; or (d) which would,
having regard to the published guidance of the Pensions Regulator give rise
directly or indirectly to a liability in respect of a Relevant Pension Plan
arising out of the operation of sections 38 and 38A of the Pensions Act 2004
in relation to a Relevant Pension Plan, in each case to the extent which is
material in the context of the Wider Kin and Carta Group taken as a whole or
in the context of the Acquisition and other than as required in accordance
with applicable law;
3.10.10 changed the trustee or trustee directors or other fiduciary of any
Relevant Pension Plan;
3.10.11 entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) otherwise than in the ordinary course of
business which is material in the context of the Wider Kin and Carta Group
taken as a whole or in the context of the Acquisition;
3.10.12 purchased, redeemed or repaid any of its own shares or other
securities or reduced or, save in respect of the matters mentioned in
sub‑paragraph 3.10.1 above, made any other change to any part of its share
capital to an extent which (other than in the case of Kin and Carta) is
material in the context of the Wider Kin and Carta Group taken as a whole;
3.10.13 other than with respect to claims between Kin and Carta and its
wholly owned subsidiaries (or between such subsidiaries), waived, compromised
or settled any claim otherwise than in the ordinary course of business which
is material in the context of the Wider Kin and Carta Group taken as a whole
or in the context of the Acquisition;
3.10.14 made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
3.10.15 (other than in respect of a member of the Wider Kin and Carta Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding‑up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed which is material in the context of the Wider Kin and Carta Group
taken as a whole or in the context of the Acquisition;
3.10.16 been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business which is material in the context of the Wider Kin and Carta Group
taken as a whole or in the context of the Acquisition;
3.10.17 entered into any contract, commitment, agreement or arrangement
which would be materially restrictive on the business of any member of the
Wider Kin and Carta Group or the Wider Bidco Group and otherwise than in the
ordinary course of business;
3.10.18 terminated or varied the terms of any agreement or arrangement
between any member of the Wider Kin and Carta Group and any other person in a
manner which would or might be expected to have a material adverse effect on
the financial position of the Wider Kin and Carta Group taken as a whole; or
3.10.19 taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of Kin and Carta
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
No material adverse change
3.11 since 31 July 2022, and except as Disclosed, there having been:
3.11.1 no adverse change and no circumstance having arisen which would
be expected to result in any adverse change or deterioration in the business,
assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Kin and Carta Group to an
extent which is material to the Wider Kin and Carta Group taken as a whole or
to the financing of the Acquisition;
3.11.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to intellectual
property rights used by the Wider Kin and Carta Group having been threatened,
announced or instituted by or against or remaining outstanding against any
member of the Wider Kin and Carta Group or to which any member of the Wider
Kin and Carta Group is or may become a party (whether as claimant or defendant
or otherwise) which, in any such case, might be expected to have a material
adverse effect on the Wider Kin and Carta Group taken as a whole, and no
enquiry, review, investigation or enforcement proceedings by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Kin and Carta Group having been threatened, announced or instituted by or
against, or remaining outstanding in respect of, any member of the Wider Kin
and Carta Group which, in any such case, might be expected to have a material
adverse effect on the Wider Kin and Carta Group taken as a whole;
3.11.3 no contingent or other liability having arisen, increased or
become apparent (other than in the ordinary course of its business) which is
reasonably likely to adversely affect the business, assets, financial or
trading position, profits, prospects or operational performance of any member
of the Wider Kin and Carta Group to an extent which is material to the Wider
Kin and Carta Group taken as a whole;
3.11.4 no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider Kin
and Carta Group, which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which is
material and reasonably likely to have a material adverse effect on the Wider
Kin and Carta Group taken as a whole; and
3.11.5 no member of the Wider Kin and Carta Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider Kin and Carta Group taken as
a whole.
3.12 since 31 July 2022, except as Disclosed, Bidco not having
discovered:
3.12.1 that any financial, business or other information concerning the
Wider Kin and Carta Group publicly announced or disclosed to any member of the
Wider Bidco Group at any time prior to the date of this announcement by or on
behalf of any member of the Wider Kin and Carta Group or to any of their
advisers is misleading, contains a misrepresentation of fact or omits to state
a fact necessary to make that information not misleading and which was not
subsequently corrected before the date of this announcement by disclosure
either publicly or otherwise to Bidco or its professional advisers and which
is, in any case, material in the context of the Wider Kin and Carta Group
taken as a whole or in the context of the Acquisition;
3.12.2 that any member of the Wider Kin and Carta Group is subject to
any liability, contingent or otherwise and which is material in the context of
the Wider Kin and Carta Group taken as a whole; or
3.12.3 any information which affects the import of any information
disclosed to Bidco at any time prior to the date of this announcement by or on
behalf of any member of the Wider Kin and Carta Group which is material in the
context of the Wider Kin and Carta Group taken as a whole;
Environmental liabilities
3.13 except as Disclosed, Bidco not having discovered that, in
relation to any release, emission, accumulation, discharge, disposal or other
similar circumstance which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco‑systems, no past or present member
of the Wider Kin and Carta Group, in a manner or to an extent which is
material in the context of the Wider Kin and Carta Group, (i) having
committed any violation of any applicable laws, statutes, regulations,
Authorisations, notices or other requirements of any Third Party giving rise
to a material liability; and/or (ii) having incurred any material liability
(whether actual or contingent) to any Third Party; and/or (iii) being likely
to incur any material liability (whether actual or contingent), or being
required, to make good, remediate, repair, re‑instate or clean up the
environment (including any property) in each case of (i), (ii) or (iii) which
such liability or requirement would be material to the Wider Kin and Carta
Group taken as a whole;
Intellectual property
3.14 except as Disclosed, no circumstance having arisen or event
having occurred in relation to any intellectual property owned or used by any
member of the Wider Kin and Carta Group which would be reasonably likely to
have a material adverse effect on the Wider Kin and Carta Group taken as a
whole or is otherwise material in the context of the Acquisition;
Anti‑corruption and sanctions
3.15 except as Disclosed, Bidco not having discovered that (to an
extent that is material in the context of the Wider Kin and Carta Group taken
as a whole):
3.15.1 any past or present member of the Wider Kin and Carta Group or
any person that performs or has performed services for or on behalf of any
such company is or has at any time engaged in any activity, practice or
conduct (or omitted to take any action) in contravention of the UK Bribery
Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti‑corruption legislation;
3.15.2 any member of the Wider Kin and Carta Group is ineligible to be
awarded any contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006;
3.15.3 any past or present member of the Wider Kin and Carta Group has
engaged in any activity or business with, or made any investments in, or made
any payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States Office of
Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction; or
3.15.4 a member of the Kin and Carta Group has engaged in a transaction
which would cause the Bidco Group to be in breach of any law or regulation on
completion of the Acquisition, including the economic sanctions administered
by the United States Office of Foreign Assets Control or HM Treasury &
Customs or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the European Union
or any of its member states.
No criminal property
3.16 except as Disclosed, Bidco not having discovered that any asset
of any member of the Wider Kin and Carta Group constitutes criminal property
as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
Part B
Further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves
the right in its sole discretion to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i),
2.2(i) and 2.3(i) which cannot be waived. If any of Conditions 2.1(ii),
2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with Kin and Carta
to extend the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
3. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4, Bidco may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the Panel. The
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to Bidco in
the context of the Acquisition. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
4. Condition 1 (subject to Rule 12 of the Code), Conditions
2.1(i), 2.2(i) and 2.3(i) in Part A of Appendix 1 above, and, if applicable,
any acceptance condition if the Acquisition is implemented by means of an
Offer, are not subject to Rule 13.5(a) of the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Bidco.
6. If the Panel requires Bidco to make an offer or offers for
Kin and Carta Shares under the provisions of Rule 9 of the Takeover Code,
Bidco may make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
7. Bidco reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme, subject to the
Panel's consent and (while the Cooperation Agreement is continuing) to the
terms of the Cooperation Agreement. In such event, such Offer will be
implemented on the same terms and conditions so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
an acceptance condition set at 90 per cent. of the Kin and Carta Shares (or
such other percentage as Bidco may decide after, to the extent necessary,
consultation with the Panel, being in any case more than 50 per cent. of the
Kin and Carta Shares). If the Acquisition is effected by way of an Offer, and
such Offer becomes or is declared unconditional and sufficient acceptances are
received in respect of such Offer, Bidco intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire
compulsorily the remaining Kin and Carta Shares in respect of which the Offer
has not been accepted.
8. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the Listing
Rules, the provisions of the Takeover Code and the applicable requirements of
the Panel and the London Stock Exchange.
9. Kin and Carta Shares will be acquired by Bidco fully paid
and free from all liens, charges, encumbrances and other third party rights of
any nature whatsoever and together with all rights attaching to them as at the
Effective Date, including the right to receive and retain all dividends and
distributions (if any) declared, made or paid after the Acquisition becomes
Effective.
10. If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution and/or other return of capital or
value is announced, declared, made or paid in respect of the Kin and Carta
Shares, Bidco reserves the right to reduce the consideration payable under the
terms of the Acquisition for the Kin and Carta Shares by the aggregate amount
of all or part of any such dividend, distribution and/or other return of
capital or value, in which case any reference in this announcement to the
consideration payable under the terms of the Acquisition will be deemed to be
a reference to the consideration as so reduced. In such circumstances, Kin and
Carta Shareholders would be entitled to retain any such dividend, distribution
and/or return of capital or value. Any exercise by Bidco of its rights
referred to in this paragraph 10 shall be the subject of an announcement and,
for the avoidance of doubt, shall not be regarded as constituting any revision
or variation of the Acquisition.
11. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
12. The Scheme will be governed by English law and be subject to
the jurisdiction of the Court, to the Conditions set out above and full terms
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange, the FCA, the Listing Rules and the Registrar of Companies.
13. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
1. The fully diluted issued ordinary share capital of
184,764,614 Kin and Carta Shares is based on:
1.1 177,931,360 Kin and Carta Shares in issue as at 17 October
2023 (being the latest practicable date before this announcement); plus
1.2 6,833,254 Kin and Carta Shares which may be issued on or after
the date of this announcement pursuant to the Kin and Carta Share Plans and
share awards as at 17 October 2023 (being the latest practicable date before
this announcement).
2. A value of approximately £203 million for the entire
issued and to be issued share capital of Kin and Carta is based on:
2.1 an offer price of 110 pence per Kin and Carta Share; and
2.2 Kin and Carta's fully diluted issued ordinary share capital of
184,764,614 Kin and Carta Shares, as set out in paragraph 1 above.
3. Unless otherwise stated, the financial information of Kin
and Carta is extracted (without material adjustment) from the annual report
and audited accounts of the Kin and Carta Group for the 12 months ended 31
July 2022 and the unaudited, consolidated financial statements of Kin and
Carta for the six months ended 31 January 2023.
4. The volume-weighted average prices have been derived from
Bloomberg data and have been rounded to the nearest whole number.
5. Certain figures included in this announcement have been
subject to rounding adjustments.
Appendix 3
Details of Irrevocable Undertakings
1. Directors
The following Kin and Carta Directors have given irrevocable undertakings to
vote (or procure the voting) in favour of the resolutions (including the
Scheme) relating to the Acquisition at the Meetings (or if the Acquisition is
implemented by way of an Offer, for so long as Kin and Carta remains in a
Closed Period, confirmed their intention to accept the Offer and vote in
favour of any resolutions proposed by Kin and Carta with respect to the
implementation of the Offer) in respect of their own beneficial holdings (or
those Kin and Carta Shares over which they have control) of Kin and Carta
Shares:
Name Total Number of Percentage of existing issued share capital
Kin and Carta Shares
Chris Kutsor 702,393 0.4
Kelly Manthey 294,754 0.2
David Bell 84,486 0.0
John Kerr 112,359 0.1
Nigel Pocklington 21,235 0.0
Michele Maher 28,089 0.0
TOTAL 1,243,316 0.7
*Maria Gordian does not hold any Kin and Carta Shares.
These irrevocable undertakings also extend to any Kin and Carta Shares
acquired by the directors of Kin and Carta as a result of the vesting of
awards or the exercise of options under the Kin and Carta Share Plans.
The irrevocable undertakings referred to in this paragraph 1 cease to be
binding on the earlier of the following occurrences: (i) this announcement not
having been released by 10.a.m. (London time) on the date that is one Business
Day from the date of the undertaking (or such later date as Bidco and Kin and
Carta may agree); (ii) the Scheme Document is not sent to Kin and Carta
Shareholders within 28 days (or such later period as the Panel may agree)
after the date of this announcement; (iii) Bidco announces, with the consent
of the Panel, that it does not intend to make or proceed with the Acquisition
and no new, revised or replacement offer or scheme is announced at the same
time; (iv) the Scheme lapses or is withdrawn in accordance with its terms and
Bidco publicly confirms that it does not intend to proceed with the
Acquisition or to implement the Acquisition by way of an Offer or otherwise;
(v) the Scheme has not become Effective by 11.59 p.m. on the Long Stop Date
(or such other time and date as agreed between Bidco and Kin and Carta, with
the approval of the Court and/or the Panel, if required (other than in
circumstances where Bidco has, prior to such date, elected to exercise its
right to proceed by way of an Offer and announced the same in accordance with
the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such
Offer has not lapsed or been withdrawn)); or (vi) the date on which any
competing offer for the entire issued, and to be issued, share capital of Kin
and Carta is declared wholly unconditional or, if proceeding by way of a
scheme of arrangement, becomes Effective.
Appendix 4
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"2006 Act" the Companies Act 2006, as amended from time to time
"2022 Kin and Carta Annual Report" the annual report and audited accounts of the Kin and Carta Group for the year
ended 31 July 2022
"Acquisition" the proposed cash acquisition by Bidco of the entire issued, and to be issued,
share capital of Kin and Carta by means of the Scheme, or should Bidco so
elect (with the consent of the Panel), by means of an Offer
"Apax" Apax Partners LLP
"Apax Funds" (i) Apax XI GP Co. Limited acting in its capacity as investment manager of
Apax XI EUR L.P. and Apax XI USD L.P, (ii) Apax XI EUR SCSp, and (iii) Apax
XI USD SCSp
"Articles" the articles of association of Kin and Carta from time to time
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008
(SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
to those regulations)
"Authorisations" authorisations, orders, grants, recognitions, confirmations, consents,
licences, clearances, certificates, permissions or approvals, in each case of
a Third Party
"Bidco" Kelvin UK Bidco Limited
"Bidco Board" the directors of Bidco
"Bidco Group" Bidco and its subsidiary undertakings and where the context permits, each of
them
"BofA Securities" Merrill Lynch International
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks
in London are open for normal business
"certificated" or "certificated form" in relation to a share or other security, a share or other security, title to
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
"CFIUS" the Committee on Foreign Investment in the United States
"Citi" Citigroup Global Markets Limited
"Clean Team Agreement" the clean team agreement dated 3 October 2023 between Kin and Carta and Apax
as described in paragraph 11 of this announcement
"Closed Period" a closed period under Article 19(11) of the Market Abuse Regulation
"Closing Price" the closing middle market price of a Kin and Carta Share as derived from the
Daily Official List on any particular date
"CMA" the UK Competition and Markets Authority
"Condition" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number and to be set out in
the Scheme Document
"Confidentiality Agreement" the confidentiality agreement dated 20 June 2023 between Kin and Carta and
Apax as described in paragraph 11 of this announcement
"Cooperation Agreement" the cooperation agreement dated on or around the date of this announcement
between Kin and Carta and Bidco as described in paragraph 11 of this
announcement
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Kin and Carta Shareholders to be convened at the direction of
the Court pursuant to Part 26 of the 2006 Act at which a resolution will be
proposed to approve the Scheme, including any adjournment, postponement or
reconvention thereof
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear is the operator (as defined in CREST)
"Daily Official List" the daily official list of the London Stock Exchange
"DB Scheme" the Company's St Ives Pension Scheme as described in paragraph 4 of this
announcement
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert as
required by Rule 8 of the Takeover Code
"Deutsche Numis" Numis Securities Limited
"Disclosed" the information fairly disclosed by or on behalf of Kin and Carta: (i) in the
2022 Kin and Carta Annual Report; (ii) in this announcement; (iii) in any
other announcement to a Regulatory Information Service prior to the
publication of this announcement; and/or (iv) in writing (including via the
virtual data room operated by or on behalf of Kin and Carta in respect of the
Acquisition) or orally in meetings and calls by Kin and Carta management prior
to the date of this announcement to Bidco or Bidco's advisers (in their
capacity as such)
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
(as amended from time to time)
"DX" digital transformation
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (ii) if the Acquisition is implemented by way of the Offer, the Offer
having been declared or having become unconditional in all respects in
accordance with the requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective pursuant to its terms
"Equiteq" Equiteq Corporate Finance Limited
"Euroclear" Euroclear UK & Ireland Limited
"FCA" the Financial Conduct Authority or its successor from time to time
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time
"FY22 and FY23 LTIP Awards" the awards granted under the Kin and Carta Long Term Incentive Plan 2020 in
the Kin and Carta financial years ended 31 July 2022 and 31 July 2023
"General Meeting" the general meeting of Kin and Carta Shareholders to be convened to consider
and if thought fit pass, inter alia, the Resolutions in relation to the Scheme
including any adjournment, postponement or reconvention thereof
"Kin and Carta" Kin and Carta plc
"Kin and Carta Board" or "Kin and Carta Directors" the directors of Kin and Carta
"Kin and Carta Group" Kin and Carta and its subsidiary undertakings and where the context permits,
each of them
"Kin and Carta Share Plans" the Kin and Carta Long Term Incentive Plan 2010, the Kin and Carta Long Term
Incentive Plan 2020, the Kin and Carta Restricted Stock Unit Plan, the Kin and
Carta Sharesave Plan and the Kin and Carta Employee Stock Purchase Plan
"Kin and Carta Shareholder(s)" holders of Kin and Carta Shares
"Kin and Carta Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares
of 10 pence each in the capital of Kin and Carta and any further shares which
are unconditionally allotted or issued before the Scheme becomes Effective
"Listing Rules" the listing rules made by the Financial Conduct Authority under Part 6 of
FSMA, as amended from time to time
"London Stock Exchange" the London Stock Exchange plc or its successor from time to time
"Long Stop Date" 19 August 2024 or such later date as may be agreed between Bidco and Kin and
Carta and, if required, the Panel and the Court may allow
"Main Market" the Main Market of the London Stock Exchange
"Market Abuse Regulation" Regulation (EU) 596/2014, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018
"Meetings" the Court Meeting and the General Meeting
"Merger Notice" a notification of the Acquisition to the CMA under section 96 Enterprise Act
2002
"Offer" subject to the consent of the Panel and the terms of the Cooperation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued, and to be issued, share capital
of Kin and Carta, and, where the context admits, any subsequent revision,
variation, extension or renewal of such offer
"Offer Period" the offer period (as defined by the Takeover Code) relating to Kin and Carta
which commenced on the date of this announcement
"Offer Price" 110 pence per Kin and Carta Share
"Official List" the official list maintained by the FCA pursuant to Part 6 of FSMA
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
"Overseas Shareholders" holders of Scheme Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Peel Hunt" Peel Hunt LLP
"PRA" Prudential Regulation Authority or its successor from time to time
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook
"relevant securities" as the context requires, Kin and Carta Shares, other Kin and Carta share
capital and any securities convertible into or exchangeable for, and rights to
subscribe for, any of the foregoing
"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, amongst other things, a special resolution proposed in
connection with, inter alia, implementation of the Scheme and certain
amendments to be made to the articles of association of Kin and Carta
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to Kin and Carta Shareholders in that
jurisdiction
"Retention Arrangements" the cash bonuses to be granted to certain Kin and Carta employees as described
in paragraph 4 of this announcement
"Rollover Retention Awards" the cash awards to Kin and Carta employees as described in paragraph 4 of this
announcement
"Sanction Hearing" the Court hearing to sanction the Scheme under Part 26 of the 2006 Act
"Scheme" the proposed scheme of arrangement under Part 26 of the 2006 Act between Kin
and Carta and the holders of the Scheme Shares, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed by Kin and Carta and Bidco
"Scheme Document" the document to be sent to Kin and Carta Shareholders and persons with
information rights containing, amongst other things, the Scheme and notices of
the Meetings and proxy forms in respect of the Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the Effective Date (or such
other time as Bidco and Kin and Carta may agree)
"Scheme Shares" all Kin and Carta Shares: (i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but before the
Voting Record Time; and (iii) (if any) issued at or after the Voting Record
Time and before the Scheme Record Time in respect of which the original or any
subsequent holders thereof are, or shall have agreed in writing to be, bound
by the Scheme
"Secretary of State" the Secretary of State for the purposes of the UK National Security and
Investment Act 2021
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the 2006 Act
"Takeover Code" the Takeover Code issued by the Panel on Takeovers and Mergers, as amended
from time to time
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" in relation to a share or other security, a share or other security, title to
which is recorded in the relevant register of the share or security as being
held in uncertificated form, in CREST, and title to which, by virtue of the
Regulations may be transferred by means of CREST
"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined, expected to be 6.30 p.m.
on the day which is two Business Days before the date of the Court Meeting or,
if the Court Meeting is adjourned, 6.30 p.m. on the day which is two Business
Days before such adjourned meeting
"Wider Bidco Group" Bidco Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which Bidco and such undertakings
(aggregating their interests) have an interest of more than 20 per cent. of
the voting or equity capital or the equivalent
"Wider Kin and Carta Group" Kin and Carta and associated undertakings and any other body corporate,
partnership, joint venture or person in which Kin and Carta and such
undertakings (aggregating their interests) have an interest of more than 20
per cent. of the voting or equity capital or the equivalent (excluding, for
the avoidance of doubt, Bidco and all of its associated undertakings which are
not members of the Kin and Carta Group)
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
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