REG - Kin and Carta PLC - Satisfaction of Regulatory Conditions

Kin and CartaAnnouncement

02/04/2024 13:00

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RNS Number : 9866I  Kin and Carta PLC  02 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

                2 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

 

SATISFACTION OF REGULATORY CONDITIONS AND TIMETABLE UPDATE

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 of the entire issued, and to be issued, ordinary
share capital of Kin and Carta by Valtech at an offer price of 130 pence per
Kin and Carta Share (the "Acquisition"). The Acquisition is to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").

On 15 January 2024, the scheme document in respect of the Acquisition (the
"Scheme Document") was published and made available to Kin and Carta
Shareholders and, on 15 February 2024, the requisite majority of Scheme
Shareholders voted in favour of (i) the resolution to approve the Scheme at
the Court Meeting; and (ii) the Special Resolution at the General Meeting.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.

Update on Regulatory Conditions

The Kin and Carta Directors are pleased to confirm that all the regulatory
conditions set out in Conditions 3.1 to 3.6 of the Scheme Document have now
been satisfied. The Acquisition remains subject to the Court's sanction of the
Scheme at the Court Sanction Hearing, delivery of a copy of the Court Order to
the Registrar of Companies and the satisfaction (or, where applicable, waiver)
of the remaining general Conditions set out in Part III of the Scheme
Document.

The Court Sanction Hearing has been scheduled to take place on 24 April 2024
and, subject to the satisfaction (or, where applicable, waiver) of the
remaining Conditions, the Scheme is expected to become effective on 26 April
2024. A further announcement will be made by Kin and Carta following the Court
Sanction Hearing to sanction the Scheme.

Timetable Update

The expected timetable of principal events for the implementation of the
Scheme is set out below. If any of the key dates and/or times set out in the
timetable change, Kin and Carta will give notice of the change by issuing an
announcement through a Regulatory Information Service, with such announcement
being made available on Kin and Carta's website at
https://investors.kinandcarta.com (https://investors.kinandcarta.com) .

 Event                                                                         Time and/or date((1))
 Court Sanction Hearing                                                        24 April 2024
 Last day for dealings in, and for the registration of transfers of, Kin and   25 April 2024
 Carta Shares
 Scheme Record Time                                                            6:00 p.m. on 25 April 2024
 Disablement of CREST in respect of Kin and Carta Shares                       6:00 p.m. on 25 April 2024
 Suspension of listing of, and dealings in, Kin and Carta Shares               by 7:30 a.m. on 26 April 2024
 Effective Date of the Scheme((2))                                             26 April 2024
 Cancellation of listing and admission to trading of Kin and Carta Shares      by 7:30 a.m. on 29 April 2024
 Latest date for despatch of cheques and crediting of CREST accounts for cash  the 14th day following the Effective Date
 consideration due under the Scheme
 Long Stop Date((3))                                                           19 October 2024

Notes

(1)   The dates and times given are indicative only and are based on current
expectations and are subject to change. References to times are to London,
United Kingdom time unless otherwise stated. If any of the times and/or dates
above change, the revised times and/or dates will be notified to Kin and Carta
Shareholders by announcement through a Regulatory Information Service and, if
required by the Panel, notice of the change(s) will be sent to Kin and Carta
Shareholders and other persons with information rights.

 

(2)   The Scheme will become effective pursuant to its terms upon delivery
of a copy of the Court Order to the Registrar of Companies.

 

(3)   This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed by Kin and Carta and Valtech (with the Panel's consent and as the Court
may approve (if such consent and/or approval is required)) or if the Panel
requires an extension to the Long Stop Date pending final determination of an
issue under section 3(g) of Appendix 7 of the Code.

 

Enquiries

 Kin and Carta                                                           +44 20 7928 8844

 Kelly Manthey, Chief Executive Officer

 Chris Kutsor, Chief Financial Officer and Chief Operating Officer
 Citigroup Global Markets Limited (Financial Adviser to Kin and Carta)   +44 20 7986 4000

 Robert Farrington

 David Fudge

 Avinash Patel
 Deutsche Numis (Joint Corporate Broker to Kin and Carta)                +44 20 7260 1000

 Nick Westlake

 Tejas Padalkar
 Peel Hunt LLP (Joint Corporate Broker to Kin and Carta)                 +44 20 7418 8900

 John Welch

 Paul Gillam
 Powerscourt (PR Adviser to Kin and Carta)                               +44 (0) 7841 658 163

 Elly Williamson

 Pete Lambie
 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

 

IMPORTANT NOTICES

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.

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 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.

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, 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://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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