REG - Apax Partners LLP Kin and Carta PLC - Lapse of Final Apax Offer for Kin and Carta plc

Kin and CartaAnnouncement

11/03/2024 07:00

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RNS Number : 2248G  Apax Partners LLP  11 March 2024

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A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 

11 March 2024

 

Lapse of Final Apax Offer for Kin and Carta plc

 

On 18 October 2023, the boards of directors of Kin and Carta plc ("Kin and
Carta") and Kelvin UK Bidco Limited ("Kelvin Bidco"), a newly formed company
owned indirectly by funds advised by Apax Partners LLP ("Apax"), announced
that they had reached agreement on the terms of a recommended cash acquisition
pursuant to which Bidco would acquire the entire issued, and to be issued,
ordinary share capital of Kin and Carta  (the "Acquisition") for an offer
price of 110 pence per Kin and Carta Share, to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006. On 9 November
2023, Kin and Carta published a circular containing the full terms and
conditions of the Acquisition (the "Scheme Document").

 

Capitalised terms used but not otherwise defined in this announcement (the
"Announcement") have the meanings set out in the Scheme Document.

 

On 6 December 2023, the boards of directors of Kin and Carta and Kelvin Bidco
announced that they had reached agreement on the terms of an increased and
final recommended cash offer for Kin and Carta for an offer price of 120 pence
per Kin and Carta Share (the "Increased Apax Offer") and the adjournment of
the Court Meeting and General Meeting to 21 December 2023.

 

On 19 December 2023, the boards of directors of Kin and Carta and Ken Bidco
Limited ("Valtech") announced that they had reached agreement on the terms of
a recommended cash offer for Kin and Carta for an offer price of 130 pence per
Kin and Carta Share (the "Valtech Offer"), to be effected by means of a scheme
of arrangement under Part 26 of the Companies Act 2006, and that the Kin and
Carta Directors had withdrawn their recommendation of the Increased Apax
Offer. On 21 December 2023, Kin and Carta announced the adjournment of the
Court Meeting and General Meeting in relation to the Increased Apax Offer.

 

On 27 December 2023, Apax announced an update to Conditions 2.1(ii) and
2.2(ii) to the Acquisition as set out in the Scheme Document (the "Update on
Conditions Announcement"), which stated that the Acquisition is conditional on
the Court Meeting and General Meeting each being held on or before the 22nd
day after the expected date of the Court Meeting and General Meeting (as
applicable) set out in the Scheme Document (or such later date as may be
agreed between Kelvin Bidco and Kin and Carta with the consent of the Panel
(and that the Court may approve if required)). The Update on Conditions
Announcement confirmed that Bidco had received consent from the Panel to a
later date of 1 March 2024 for the purposes of Conditions 2.1(ii) and 2.2(ii)
in the Scheme Document, provided that, if the court meeting and general
meeting to be held in connection with the Valtech Offer (the "Valtech
Meetings") were scheduled to be held on a date other than 8 February 2024, the
relevant date for the purposes of Conditions 2.1(ii) and 2.2(ii) in the Scheme
Document will be such date as falls 22 calendar days after the date of the
Valtech Meetings as set out in the Valtech scheme document.

 

On 9 February 2024, Apax announced that the Apax Increased Offer was final and
would not be increased.

 

The Valtech Meetings were held on 14 February 2024 and therefore the last date
for the satisfaction of Conditions 2.1(ii) and 2.2(ii) in the Scheme Document
was 8 March 2024. As at close of business on 8 March 2024, Conditions 2.1(ii)
and 2.2(ii) of the Scheme Document had not been satisfied and therefore the
Apax Final Offer has lapsed.

 

 

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

 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 74 7135 0848

 Emma Nyman

 

Important Notices

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Apax and Bidco and for no one else in connection with the
matters set out in this Announcement 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 relation to any matter referred to in this
Announcement or any transaction or arrangement referred to herein. 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 this Announcement, any statement
contained herein, any transaction or arrangement referred to 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 therein or otherwise.

 

 

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