REG - Kin and Carta PLC - COURT SANCTION OF SCHEME OF ARRANGEMENT

Kin and CartaAnnouncement

24/04/2024 12:30

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RNS Number : 8874L  Kin and Carta PLC  24 April 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

24 April 2024

 

RECOMMENDED CASH ACQUISITION

of

Kin and Carta plc ("Kin and Carta")

by

Ken Bidco Limited ("Valtech")

(a newly formed company controlled indirectly by funds advised by BC Partners
LLP ("BC Partners"))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

COURT SANCTION OF SCHEME OF ARRANGEMENT

 

On 19 December 2023, the boards of directors of Kin and Carta and Valtech
announced that they had reached agreement on the terms and conditions of a
recommended cash acquisition, pursuant to which Valtech will acquire the
entire issued, and to be issued, share capital of Kin and Carta (the
"Acquisition"). The Acquisition is being implemented by way of a
Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the
Companies Act 2006. The scheme document in respect of the Acquisition (the
"Scheme Document") was published and made available to Kin and Carta
Shareholders on 15 January 2024.

 

On 15 February 2024, Kin and Carta announced that the Scheme had been approved
by the requisite majority of Scheme Shareholders at the Court Meeting held on
15 February 2024 and the Special Resolution relating to the implementation of
the Scheme had been approved by the requisite majority of Kin and Carta
Shareholders at the General Meeting, also held on 15 February 2024.

 

Kin and Carta is pleased to announce that the High Court of Justice in England
and Wales has today sanctioned the Scheme pursuant to which the Acquisition is
being implemented.

 

The Scheme remains conditional on the delivery to the Registrar of Companies
of the Court Order made at the Court Hearing to sanction the Scheme. The
Scheme is expected to become effective on 26 April 2024 (the "Effective Date")
and a further announcement will be made at that time.

 

The last day for dealings in, and for registrations of transfers of, Kin and
Carta Shares is expected to be 25 April 2024. The Scheme Record Time is
expected to be 6.00 p.m. on 25 April 2024, at which time CREST will be
disabled in respect of Kin and Carta Shares. Trading in Kin and Carta Shares
on the London Stock Exchange is expected to be suspended with effect from 7.30
a.m. on 26 April 2024.

 

It is expected that, subject to the Scheme becoming effective, the admission
to trading of Kin and Carta Shares on the London Stock Exchange will be
cancelled and Kin and Carta Shares will cease to be admitted to trading on the
London Stock Exchange at 8.00 a.m. on 29 April 2024.

 

On the Effective Date, 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.

 

Capitalised terms used in this announcement (unless otherwise defined) have
the same meanings as set out in the Scheme Document. All references to times
in this announcement are to London, United Kingdom times unless otherwise
stated.

 

Full details of the Acquisition are set out in the Scheme Document published
on 15 January 2024.

 

Enquiries

 

 Kin and Carta                                                           +44 20 7928 8844
 Citigroup Global Markets Limited (Financial Adviser to Kin and Carta)   +44 20 7986 4000

 Robert Farrington

 David Fudge
 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

 Paul Gillam

 Adam Telling
 Powerscourt (PR Adviser to Kin and Carta)                               +44 (0) 7841 658 163

 Elly Williamson

 Pete Lambie
 Europa Partners Limited (Financial Adviser to BC Partners and Valtech)  +44 20 7451 4542

 Montfort Communications (PR Adviser to BC Partners and Valtech)         +44 7739 701 634

                                                                         +44 7812 345 205
 Investec Bank plc (Corporate Broker to BC Partners and Valtech)         +44 20 7597 4000

 Bruce Garrow

 Ben Farrow

 

Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta.
Linklaters LLP is acting as legal adviser to BC Partners and Valtech.

Important notices

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Kin and Carta
in any jurisdiction in contravention of applicable law. The Acquisition will
be implemented solely pursuant to the terms of the Scheme Document, which
contains the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect of the
Scheme or other response in relation to the Acquisition should be made only on
the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

The Acquisition shall be subject to, among other things, the applicable
requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or from another appropriately authorised independent financial adviser
if you are taking advice in a territory outside the United Kingdom.

Notices related to financial advisers

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA") and the PRA, is acting as financial
adviser for Kin and Carta and for no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Kin and Carta for providing the protections afforded to clients of Citi
nor for providing advice in connection with the contents of this announcement,
or any other matters referred to in this announcement. Neither Citi nor any of
its affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Citi in connection with the Acquisition, this announcement,
any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis") which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than Kin and
Carta for providing the protections afforded to clients of Deutsche Numis nor
for providing advice in relation to any matter referred to in this
announcement or any transaction or arrangement referred to herein. Deutsche
Numis is not responsible for the contents of this announcement. Neither
Deutsche Numis nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Kin and Carta and no one else in
connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this announcement
and will not be responsible to anyone other than Kin and Carta for providing
the protections afforded to clients of Peel Hunt nor for providing advice in
relation to any matter referred to in this announcement or any transaction or
arrangement referred to herein. Peel Hunt is not responsible for the contents
of this announcement. Neither Peel Hunt nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Peel Hunt in connection with this announcement,
any statement contained herein, any transaction or arrangement referred to
herein, or otherwise.

Europa Partners Limited ("Europa"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting exclusively
for BC Partners and Valtech and for no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other than
BC Partners and Valtech for providing the protections afforded to its clients
or for providing advice in relation to any matter referred to in this
announcement or any transaction or arrangement referred to herein. Neither
Europa, nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Europa
in connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.

Overseas shareholders

The release, publication or distribution of this announcement in or into or
from jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, such
restrictions. Any failure to comply with any applicable restrictions may
constitute a violation of the securities laws of 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 does not constitute an
offer or invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities pursuant to the Scheme Document
or otherwise in any jurisdiction in which such offer or solicitation is
unlawful. This announcement has been prepared in accordance with and for the
purpose of complying with English and Welsh law, the 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 disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England and Wales.

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 are contained in the Scheme Document.

Unless otherwise determined by Valtech or required by the 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. Accordingly, copies of this announcement and all
documents relating to the Acquisition are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction, and persons receiving this announcement
and all documents relating to the Acquisition (including, without limitation,
agents, custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted Jurisdiction where
to do so would violate the laws in that jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are included in the
Scheme Document.

Notice to US Kin and Carta Shareholders

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the US Exchange
Act. Accordingly, the Acquisition is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this announcement
has been prepared in accordance with generally accepted accounting principles
of the United Kingdom and thus may not be comparable to financial information
of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.

If Valtech were to exercise its right (with the consent of the Panel and
subject to and in accordance with the terms of the Cooperation Agreement) to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the United States, such Takeover Offer will be made in
compliance with the applicable US laws and regulations, including any
applicable exemptions under the US Exchange Act. Such a takeover would be made
in the United States by Valtech and no one else.

It may be difficult for US holders of Kin and Carta Shares to enforce their
rights and any claim arising out of US federal laws or the laws of any state
or territory within the United States, since Valtech and Kin and Carta are
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Kin and
Carta Shares may not be able to effect service of process within the United
States upon a non-US company or sue a non-US company or its officers or
directors in a non-US court for violations of the securities laws of the
United States or any state or territory within the United States. Further, it
may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.

In accordance with normal UK practice and, in the event of a Takeover Offer,
pursuant to Rule 14e-5(b) of the US Exchange Act, BC Partners, Valtech or
their nominees, or their brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Kin and Carta Shares
outside of the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act,
Europa will continue to act as exempt principal trader in Kin and Carta Shares
on the London Stock Exchange. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required in England,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website, www.londonstockexchange.com.
(http://www.londonstockexchange.com/)

US Kin and Carta Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the United States, and that
such consequences, if any, are not described herein. US Kin and Carta
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Valtech and Kin and Carta contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of
Valtech and Kin and Carta about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Valtech and
Kin and Carta (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition and other statements other
than historical facts. In some cases, these forward looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Valtech's,
Kin and Carta's, any member of the Valtech Group's or any member of the Kin
and Carta Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Valtech's, Kin and Carta's, any member of the
Valtech Group's or any member of the Kin and Carta Group's business.

Although Valtech and Kin and Carta believe that the expectations reflected in
such forward-looking statements are reasonable, Valtech and Kin and Carta can
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions, changes in the
behaviour of other market participants, changes in the anticipated benefits
from the Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which Valtech and Kin and
Carta operate, weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which Valtech
and Kin and Carta operate and changes in laws or in supervisory expectations
or requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Valtech nor Kin and Carta, nor any of their
respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward- looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Valtech Group or any member of the Kin and Carta Group, or any
of their respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither
Valtech nor Kin and Carta is under any obligation, and Valtech and Kin and
Carta expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Opening Position Disclosure and Dealing Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, (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 Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, on Kin and Carta's website at
https://investors.kinandcarta.com and on Valtech's website at https://w
(http://www.valtech.com/offer-announcement/)
ww.valtech.com/offer-announcement/
(http://www.valtech.com/offer-announcement/) by no later than 12 noon (London
time) on the Business Day following this announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks is incorporated by reference or forms part of this
announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Kin and Carta for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Kin and Carta.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Kin and Carta Shareholders, persons
with information rights and participants in Kin and Carta Share Plans may
request a hard copy of this announcement by contacting Kin and Carta's
receiving agents, Link Group, between 9.00 a.m. and 5.30 p.m. (London time)
Monday to Friday (except UK public holidays) on 0371 664 0321 from within the
UK or on +44 371 664 0321 if calling from outside the UK or by submitting a
request in writing to Link Group, Corporate Actions, Central Square, 29
Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that Link
Group cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Kin and Carta Shareholders, persons with information
rights and other relevant persons for the receipt of communications from Kin
and Carta may be provided to Valtech during the Offer Period as required under
Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

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