REG - HSQ Investment Ltd Kingswood Holdings - Notice of Closure of Offer

Kingswood HoldingsAnnouncement

08/05/2025 08:15

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RNS Number : 7808H  HSQ Investment Limited  08 May 2025

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

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF
ANY OFFER OR INVITATION 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 OFFER OR OTHERWISE. THE OFFER
DOCUMENT CONTAINS THE FULL TERMS OF THE OFFER, INCLUDING DETAILS OF HOW TO
ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD BE MADE SOLELY ON THE BASIS
OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

FOR IMMEDIATE RELEASE

8 May 2025

UNCONDITIONAL CASH OFFER

for

KINGSWOOD HOLDINGS LIMITED ("Kingswood")

by

HSQ INVESTMENT LIMITED ("HSQ")

Notice of Closure of the Offer

THE OFFER WILL CLOSE FOR ACCEPTANCE AT 1.00 P.M. (LONDON TIME) ON 22 MAY 2025

On 18 March 2025, the board of directors of HSQ and Kingswood announced that
they had reached agreement on the terms of an unconditional cash offer to be
made by HSQ for the entire issued and to be issued ordinary share capital of
Kingswood not already owned by HSQ at a price of 7 pence per ordinary share
(the "Offer").

On 25 March 2025, the full terms of the Offer and the procedures for
acceptance (the "Offer Document"), together with the related Form of
Acceptance, were published and posted to Kingswood Shareholders (and for
information purposes, to holders of options under the Kingswood share plans
and persons with information rights). The Offer Document and the sample Form
of Acceptance are available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on HSQ's website
(https://arena.pollencap.com (https://arena.pollencap.com) ) and Kingswood's
website (https://www.kingswood-group.com (https://www.kingswood-group.com) ).

The cancellation of the admission to trading of Kingswood Shares on AIM took
place on 17 April 2025.

Capitalised terms not otherwise defined in this announcement shall have the
meaning given to them in the Offer Document.

Notice of Offer closing

 

 

 

HSQ announces that the Offer will close for acceptance at 1.00 p.m. (London
time) on 22 May 2025.

Acceptance level update

In accordance with Rule 17 of the City Code on Takeovers and Mergers (the
"Takeover Code"), HSQ is pleased to announce that, as at 3.00 p.m. (London
time) on 7 May 2025 (being the last Business Day prior to the date of this
announcement), valid acceptances of the Offer ("Valid Acceptances") had been
received in respect of a total of 68,381,385 Kingswood Shares, representing
approximately 9.96  per cent. of Kingswood's existing issued share capital.
Of these 68,381,385 Kingswood Shares, 2,202,751 Kingswood Shares have been
accepted pursuant to irrevocable undertakings to accept.

The percentages of Kingswood Shares referred to in this announcement are based
on figures of 686,184,011 Kingswood Shares in issue as at close of business in
London on 7 May 2025 (being the last Business Day prior to the date of this
announcement), in accordance with information publicly available to HSQ as at
the date of this announcement.

As at 3.00 p.m. on 7 May 2025, HSQ had the following interests in relevant
Kingswood Shares:

 Name  Nature of interest                 Number of Kingswood Shares  Percentage of Kingswood's issued share capital
 HSQ   Interest in securities             613,388,553                 89.39%

       (Exclusive of Valid Acceptances)

 

Therefore, HSQ has interests in Kingswood Shares or has received Valid
Acceptances in respect of 681,769,938 Kingswood Shares in aggregate
representing approximately 99.36% of Kingswood's existing share capital.

Compulsory Acquisition

As at 3.00 p.m. (London time) on 7 May 2025, valid acceptances of the Offer
had been received in respect of a total of 68,381,385 Kingswood Shares,
representing approximately 9.96 per cent. of Kingswood's existing issued share
capital.

Accordingly, as HSQ has now received acceptances under the Offer in respect
of, or has acquired, or unconditionally contracted to acquire, 90 per cent. or
more in value of the Kingswood Shares to which the Offer relates and 90 per
cent. or more of the voting rights carried by the Kingswood Shares, HSQ will
soon be exercising its right to implement the compulsory acquisition procedure
under part XVIII of the Companies Law to acquire the remaining Kingswood
Shares, as contemplated in the Offer Document.

HSQ will shortly despatch formal compulsory acquisition notices under part
XVIII of the Companies Law (the "Compulsory Acquisition Notices") to Kingswood
Shareholders who have not yet accepted the Offer. These notices will set out
HSQ's intention to compulsorily acquire any remaining Kingswood Shares in
respect of which the Offer has not been accepted on the same terms as the
Offer.

If any of the Kingswood Shareholders have not accepted the Offer in respect of
all their holding of Kingswood Shares within one month from the date of the
Compulsory Acquisition Notices, the Kingswood Shares held by those Kingswood
Shareholders will be compulsorily acquired by HSQ on the same terms as the
Offer. The consideration to which those Kingswood Shareholders will be
entitled will be held by Kingswood on trust on behalf of those Kingswood
Shareholders who have not accepted the Offer.

Action to be taken

The Offer will remain open for acceptance until 1.00 p.m. (London time) on 22
May 2025. Kingswood Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible but in any event by no later than 1.00 p.m. on 22
May 2025.

The Offer Document (including any documents incorporated into it by reference)
should be read as a whole and in conjunction with the accompanying Form of
Acceptance.

If Kingswood Shareholders wish to accept the Offer in respect of Kingswood
Shares held in uncertificated form (that is, shares held in CREST), acceptance
should be made electronically through CREST by following the procedure set out
in paragraph 15(b) of Part I (Letter from HSQ Investment Limited) of the Offer
Document, so that the TTE instruction settles as soon as possible and, in any
event, no later than 1.00 p.m. (London time) on 22 May 2025.

If Kingswood Shareholders wish to accept the Offer in respect of Kingswood
Shares held in certificated form, they should complete, sign and return the
Form of Acceptance in accordance with the instructions printed on it and set
out in paragraph 15(a) of Part I (Letter from HSQ Investment Limited) of the
Offer Document, together with any appropriate document(s) of title, so as to
be received by post to the Receiving Agent at Corporate Actions, MUFG
Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon
as possible and in any event so as to be received by no later than 1.00 p.m.
(London time) on 22 May 2025.

Settlement

Settlement of the consideration to which any Kingswood Shareholder is entitled
under the Offer will be effected in respect of further acceptances received
while the Offer remains open, complete in all respects, within 14 calendar
days of such receipt.

However, for any Kingswood Shares which HSQ compulsorily acquires, the
relevant Kingswood Shareholders will need to make a written application to
Kingswood in order to receive their cash consideration. The consideration due
to Kingswood Shareholders under the compulsory acquisition is held on trust by
Kingswood and will be paid to Kingswood Shareholders only after application is
made in writing to Kingswood at Mont Crevelt House, Bulwer Avenue, St Sampson,
Guernsey, GY2 4LH to receive such consideration and satisfactory evidence of
entitlement to such consideration having been presented.

If any Kingswood Shares are held in certificated form (that is, not in CREST),
satisfactory evidence would include providing a letter detailing that
Kingswood Shareholder's full registered name and address and producing that
Kingswood Shareholder's relevant Kingswood share certificate(s) and/or other
documents of title. If held in uncertificated form (that is, in CREST),
satisfactory evidence would include providing a letter detailing the relevant
Kingswood Shareholder's full registered name and address and the CREST
participant ID and member ID under which Kingswood Shares were held. Any
consideration due shall be sent by cheque to the relevant Kingswood
Shareholder's address on the register. Kingswood Shareholders should confirm
in writing to Kingswood at Mont Crevelt House, Bulwer Avenue, St Sampson,
Guernsey, GY2 4LH of where they wish the payment of the consideration to be
sent if it is not their address on the register.

Shareholder helpline

If you have any questions on the Offer, there is a shareholder helpline
available between the hours of 9.00 a.m. and 5.30 p.m. (London time) Monday to
Friday (excluding public holidays in England and Wales). The shareholder
helpline is operated by MUFG Corporate Markets on Tel: 0371 664 0321 from the
UK and +44 (0) 371 664 0321 from overseas. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. Please note that
the Receiving Agent cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training purposes.

Enquiries:

 Duncan Gerard  HSQ Investment Limited  Tel: +44 203 728 6750

 

Further information

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 or subscribe, 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 Offer or otherwise, nor shall
there be any sale, issuance or transfer of securities in Kingswood in any
jurisdiction in contravention of applicable law. The Offer will be made solely
pursuant to the terms of the Offer Document which contains the full terms and
conditions of the Offer, including details of how to accept the Offer. Any
decision in respect of, or other response to, the Offer, should be made only
on the basis of information contained in the Offer Document.

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

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 from an independent financial adviser duly authorised under the FSMA if you
are resident in the UK or, if not, from another appropriately authorised
independent financial adviser.

Overseas Shareholders

Unless otherwise determined by HSQ or required by the Takeover Code and
permitted by applicable law and regulation, the Offer is not being, and will
not be, made available, in whole or in part, directly or indirectly, in or
into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may accept the Offer 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 the Offer Document and the personalised Form of Acceptance relating
to the Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction, and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise distribute or send it in,
into or from such Restricted Jurisdictions as doing so may violate the
securities laws of such jurisdictions and invalidate any purported acceptance
of the 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.

This announcement, the Offer Document and the accompanying Form of Acceptance
have been prepared in compliance with English law and regulation (including
the Takeover Code) and Guernsey law, and the information disclosed may not be
the same as that which would have been disclosed if this document had been
prepared in accordance with the laws and regulations of jurisdictions outside
England or Guernsey.

Readers are reminded that the Offer Document is not an offer of securities for
sale in Canada, Australia, or Japan or in any other jurisdiction in which such
an offer is unlawful.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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)
applies must be made by no later than 3.30 p.m. (London time) on the tenth
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the tenth 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 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 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.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Offer, and other information to
be published by HSQ and Kingswood, contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and not based on historical facts, but rather on current
expectations and projections of the management of HSQ and Kingswood 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 with respect to the financial condition, results of operations and
business of Kingswood and certain plans and objectives of HSQ with respect
thereto and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by Kingswood and/or
HSQ in light of their experience and their perception of historical trends,
current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty and other factors which may cause actual results,
performance or developments to differ materially from those expressed in or
implied by such, because they relate to events and depend on circumstances
that will occur in the future. Although HSQ and/or Kingswood believe that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither HSQ nor Kingswood assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law.

Profit forecasts

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

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Kingswood Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Kingswood may be
provided to HSQ 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.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
is and will be available free of charge (subject to any applicable
restrictions with respect to persons resident in Restricted Jurisdictions) on
HSQ's and Kingswood's website (https://arena.pollencap.com
(https://arena.pollencap.com) and https://www.kingswood-group.com
(https://www.kingswood-group.com) respectively) by no later than 12.00 noon
(London time) on the date following publication of this announcement and
during the course of the Offer.

Neither the contents of these websites, nor the content of any other website
accessible from hyperlinks on such websites, is incorporated into, or forms
part of, this announcement.

In accordance with Rule 30.3 of the Takeover Code, Kingswood Shareholders and
persons with information rights may request a hard copy of this announcement,
free of charge, by contacting the Receiving Agent. If calling from within the
United Kingdom, you should contact the Receiving Agent on 0371 664 0321, or if
calling from outside the United Kingdom, you should call +44 (0) 371 664 0321
or by submitting a request in writing to the Receiving Agent at Corporate
Actions, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds
LS1 4DL. Calls are charged at the standard geographic rate and will vary by
provider. Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09.00 - 17.30, Monday to
Friday excluding public holidays in England and Wales. You may also request
that all future documents, announcements and information to be sent to you in
relation to the Offer be in hard copy form.

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 the figures that precede them.

Time

All times shown in this announcement are to London time, unless otherwise
stated.

 

 

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