Update on the Acquisition
20/02/2024 10:27
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RNS Number : 7802D Ken Bidco Limited 20 February 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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 February 2024
RECOMMENDED CASH ACQUISITION
of
Kin and Carta Plc
by
Ken Bidco Limited
(a newly formed company controlled indirectly by funds advised by BC Partners)
Update On the Acquisition
On 19 December 2023, the boards of directors of Ken Bidco Limited ("Valtech")
(a newly formed company owned indirectly by Valtech Topco, which in turn is
controlled indirectly by funds advised by BC Partners) and Kin and Carta Plc
("Kin and Carta") announced that they had reached agreement on the terms and
conditions of a recommended cash acquisition by Valtech of the entire issued,
and to be issued, ordinary share capital of Kin and Carta to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Acquisition").
Capitalised terms used and not defined in this announcement have the meanings
given to them in the scheme document in relation to the Acquisition, the
publication of which was announced by the board of directors of Kin and Carta
on 16 January 2024 (the "Scheme Document").
Update on the Acquisition
Today, Valtech is pleased to announce that Suzuka Investment Pte. Ltd
("Suzuka") has committed that, subject to the Acquisition becoming Effective,
it will exercise its existing contractual pre-emption rights in full in
connection with any share issuance made by Valtech, Valtech Topco or any
subsidiary undertaking of Valtech Topco in connection with the Acquisition. In
accordance with Rule 26 of the Code, a copy of this commitment will be
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.
Information on Suzuka and GIC
Suzuka, a nominated investment vehicle of GIC Special Investments Pte. Ltd.
which is a direct subsidiary of GIC Pte. Ltd., holds approximately 26.60 per
cent. in the equity share capital of Valtech Topco. GIC is a leading global
investment firm established in 1981 to manage Singapore's foreign reserves. As
a disciplined long-term value investor, GIC is uniquely positioned for
investments across a wide range of asset classes, including equities, fixed
income, private equity, real estate and infrastructure. Headquartered in
Singapore, GIC has investments in over 40 countries and employs over 1,800
people across 11 offices in key financial cities worldwide. GIC has well over
$100 billion of assets under management. For more information on GIC, please
visit http://www.gic.com.sg/ or LinkedIn.
General
The Acquisition remains subject to the same terms and conditions as set out in
the Scheme Document. No revised or updated Scheme Document will be sent to Kin
and Carta Shareholders in respect of the Acquisition as a result of this
announcement. The expected timetable of principal events for the Acquisition
remains as set out in the Scheme Document.
Enquiries
Europa Partners Limited (Financial Adviser to BC Partners and Valtech) +44 20 7451 4542
Montfort Communications (PR Adviser to BC Partners and Valtech) +44 7739 701 634
+44 7812 345 205
Investec Bank plc (Corporate Broker to BC Partners and Valtech) +44 20 7597 4000
Bruce Garrow
Ben Farrow
Kin and Carta +44 20 7928 8844
Kelly Manthey, Chief Executive Officer
Chris Kutsor, Chief Financial Officer and Chief Operating Officer
Citigroup Global Markets Limited (Financial Adviser to Kin and Carta) +44 20 7986 4000
Robert Farrington
David Fudge
Avinash Patel
Deutsche Numis (Joint Corporate Broker to Kin and Carta) +44 20 7260 1000
Nick Westlake
Tejas Padalkar
Peel Hunt LLP (Joint Corporate Broker to Kin and Carta) +44 20 7418 8900
John Welch
Paul Gillam
Powerscourt (PR Adviser to Kin and Carta) +44 (0) 7841 658 163
Elly Williamson
Pete Lambie
Linklaters LLP is acting as legal adviser to BC Partners and Valtech. Herbert
Smith Freehills LLP is acting as legal adviser to Kin and Carta.
Dechert LLP is acting as legal adviser to GIC.
Further information
Europa Partners Limited ("Europa"), which is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA in the United Kingdom, is acting exclusively for BC
Partners and Valtech and for no one else in connection with the Acquisition
and will not be responsible to anyone other than BC Partners and Valtech for
providing the protections afforded to its clients or for providing advice in
connection with the Acquisition. Neither Europa, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Europa in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the UK by the FCA and the PRA, is acting as financial adviser for
Kin and Carta and for no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Kin and
Carta for providing the protections afforded to clients of Citi nor for
providing advice in connection with the contents of this announcement, or any
other matters referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Citi in connection with this announcement, any statement
contained herein or otherwise.
Numis Securities Limited ("Deutsche Numis") which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than Kin and
Carta for providing the protections afforded to clients of Deutsche Numis nor
for providing advice in relation to any matter referred to in this
announcement or any transaction or arrangement referred to herein. Deutsche
Numis is not responsible for the contents of this announcement. Neither
Deutsche Numis nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Kin and Carta and no one else in
connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this announcement
and will not be responsible to anyone other than Kin and Carta for providing
the protections afforded to clients of Peel Hunt nor for providing advice in
relation to any matter referred to in this announcement or any transaction or
arrangement referred to herein. Peel Hunt is not responsible for the contents
of this announcement. Neither Peel Hunt nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Peel Hunt in connection with this announcement,
any statement contained herein, any transaction or arrangement referred to
herein, or otherwise.
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Kin and Carta
in any jurisdiction in contravention of applicable law. The Acquisition will
be implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).
This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.
This announcement contains inside information in relation to Kin and Carta for
the purposes of Article 7 of the Market Abuse Regulation.
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 are contained in the Scheme Document.
Unless otherwise determined by Valtech or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement and all documents relating to the Acquisition
(including, without limitation, agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders 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. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Securities Exchange Act
of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information included in this
announcement has been prepared in accordance with generally accepted
accounting principles of the UK and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.
If, in the future, Valtech exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable US laws and regulations, including
any applicable exemptions under the US Exchange Act. Such a takeover would be
made in the United States by Valtech and no one else.
It may be difficult for US holders of Kin and Carta Shares to enforce their
rights and any claim arising out of US federal laws or the laws of any State
or territory within the United States, since Valtech and Kin and Carta are
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Kin and
Carta Shares may not be able to effect service of process within the United
States upon a non-US company or sue a non-US company or its officers or
directors in a non-US court for violations of the securities laws of the
United States or any State or territory within the United States. Further, it
may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
In accordance with normal UK practice and, in the event of an Offer, pursuant
to Rule 14e-5(b) of the US Exchange Act, BC Partners, Valtech or their
nominees, or their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Kin and Carta Shares
outside of the US, other than pursuant to the Acquisition, until the date on
which the Acquisition becomes Effective, lapses or is otherwise withdrawn.
Also, in accordance with Rule 14e5(b) of the US Exchange Act, Europa will
continue to act as exempt principal trader in Kin and Carta Shares on the
London Stock Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in England,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website, www.londonstockexchange.com.
US Kin and Carta Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the US, and that such
consequences, if any, are not described herein. US Kin and Carta Shareholders
are urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.
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 Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Kin and Carta's website at
https://investors.kinandcarta.com (https://investors.kinandcarta.com) and on
Valtech's website at https://www.valtech.com/offer-announcement/
(https://www.valtech.com/offer-announcement/) by no later than 12 noon (London
time) on the Business Day following this announcement. For the avoidance of
doubt, neither the content of these websites nor of any website accessible
from hyperlinks is incorporated by reference or forms part of this
announcement.
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
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 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, Valtech 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 Valtech may purchase Kin and Carta Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.
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