REG - HSQ Investment Ltd Kingswood Holdings - Publication of the Offer Document

Kingswood HoldingsAnnouncement

25/03/2025 07:15

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RNS Number : 0341C  HSQ Investment Limited  25 March 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION (EACH BEING THE "RESTRICTED JURISDICTIONS") WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

FOR IMMEDIATE RELEASE

25 March 2025

KINGSWOOD HOLDINGS LIMITED

("Kingswood" or the "Company")

Unconditional cash offer by HSQ Investment Limited ("HSQ") for those shares in
the Company not already held by HSQ

PUBLICATION OF THE OFFER DOCUMENT AND

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

On 18 March 2025, HSQ and the Independent Kingswood Directors announced the
terms of a recommended unconditional cash offer by HSQ for all of the
Kingswood Shares not already held by Kingswood at a price of 7 pence per
ordinary share (the "Offer").

PUBLICATION OF THE OFFER DOCUMENT

The Independent Kingswood Directors are pleased to announce that the Offer
Document in relation to the Offer (the "Offer Document"), containing, among
other things, a letter from the Non-executive Chair of Kingswood, the full
terms of the Offer, an expected timetable of principal events and details of
the action to be taken by Kingswood Shareholders, has today been posted to
Kingswood Shareholders. A copy of the Offer Document will be available on
HSQ's website at: https://arena.pollencap.com (https://arena.pollencap.com)
and on Kingswood's website at https://www.kingswood-group.com/.
(http://www.kingswood-group.com/.) In accordance with Rule 24.1(a) of the
Takeover Code, the Independent Kingswood Directors have given their consent to
the publication of the Offer Document within 14 days of the date of the Rule
2.7 Announcement, which was issued on 18 March 2025.

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, have the same meanings as set out in the Offer Document.

ACTIONS REQUIRED

The Offer is unconditional from the outset and is not subject to any minimum
level of acceptances. Acceptances under the Offer are final and binding with
no rights of withdrawal save as otherwise agreed in writing between HSQ and
any particular Kingswood Shareholder or as otherwise permitted by HSQ (either
generally or for any particular Kingswood Shareholder).

As detailed further in the Offer Document, the Offer will remain open for
acceptances until HSQ confirms the Closing Date, with shareholders receiving
at least 14 days' notice prior to the specified closing date (which cannot be
less than 21 days after the posting of this Offer Document). Such notice will
be given to Kingswood Shareholders via an announcement through a Regulatory
Information Service and will advise of the final settlement date, with such
announcement being made available on HSQ's website at:
https://arena.pollencap.com (https://arena.pollencap.com) and on Kingswood's
website at https://www.kingswood-group.com/.
(http://www.kingswood-group.com/.) The Offer will remain open for acceptance
until 1.00 p.m. (London Time) on the Closing Date.

 

SQUEEZE-OUT AND DELISTING

If HSQ receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90% or more in value of the Kingswood Shares to which the Offer
relates, HSQ intends to exercise its rights pursuant to the provisions of part
XVIII of the Companies Law to acquire compulsorily any Kingswood Shares not
acquired or agreed to be acquired by or on behalf of HSQ pursuant to the Offer
or otherwise on the same terms as the Offer.

On 18 March 2025, Kingswood made an application to the London Stock Exchange
for the cancellation of admission of the Kingswood Shares to trading on AIM
(the "De-Listing Application"). Since the Kingswood Shares held by HSQ already
represent approximately 89.38% of the Kingswood Shares at the Last Practicable
Date (i.e. not less than 75% of the voting rights attached to the Kingswood
Shares), the De-Listing Application will not be subject to any minimum level
of acceptance and is unconditional from the outset. It is anticipated that the
De-Listing will take effect no earlier than 7.00 a.m. on 17 April 2025.

TIMETABLE

The Offer Document contains an expected timetable of principal events in
relation to the Offer, which is also set out in the Appendix to this
Announcement.

INFORMATION FOR KINGSWOOD SHAREHOLDERS AND HELPLINE

If you have any questions about this Announcement or the Offer Document, or
are in any doubt as to how to complete the Form of Acceptance (if you hold
Kingswood Shares in certificated form) or as to how to make an Electronic
Acceptance (if you hold Kingswood Shares in uncertificated form), or wish to
obtain an additional Form of Acceptance, please 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 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. 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:

 Enquiries:
 HSQ                                                                       Tel: +44 (0) 203 728 6750

 Duncan Gerard
 Kingswood                                                                 Tel: +44 (0)20 7293 0730

 David Hudd / Peter Coleman
 Cavendish Capital Markets Limited, Rule 3 adviser, nominated adviser and  Tel: +44 (0)20 7220 0500
 corporate broker to Kingswood

 Marc Milmo/ Henrik Persson /Isaac Hooper
 Greentarget, public relations adviser to Kingswood                        Tel: +44 (0)20 7324 5498

 Jamie Brownlee/ Ellie Basle

Further information

IMPORTANT NOTICES

Cavendish Capital Markets Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Kingswood and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Kingswood for
providing the protections afforded to clients of Cavendish or for providing
advice in relation to the contents of this announcement or any matters
referred to in this announcement.

This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect 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
of Kingswood in any jurisdiction in contravention of applicable law.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) is set out in the Offer Document and, in the case of
certificated Kingswood Shares, the related Form of Acceptance. The Offer is
being made solely through the Offer Document and, in the case of certificated
Kingswood Shares, the Form of Acceptance, and any acceptance of the Offer
should be made only on the basis of the information contained in the Offer
Document and, in the case of certificated Kingswood Shares, the Form of
Acceptance.

Overseas jurisdictions

The availability of the Offer and the release and/or distribution of this
announcement in or into jurisdictions other than the United Kingdom or
Guernsey may be restricted by the laws and regulations of those jurisdictions
and therefore persons who are not resident in the United Kingdom or Guernsey
into whose possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

Copies of this announcement 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 this announcement
(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.

This announcement has 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
announcement had been prepared in accordance with the laws and regulations of
jurisdictions outside England or Guernsey.

This announcement is not an offer of securities for sale in the United States,
Canada, Australia, or Japan or in any other jurisdiction in which such an
offer is unlawful.

Neither the Securities and Exchange Commission in the United States nor any
state securities commission in the United States has reviewed, approved, or
disapproved this announcement or any of the proposals contained in this
announcement.

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.

No Profit Forecasts or Estimates

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.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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) applies must be made by no
later than 3:30pm (London time) on the tenth business day following the
commencement of the offer period and, if appropriate, by no later than 3:30pm
(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 one 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 3:30pm (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, 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.

Information Relating to Kingswood Shareholders

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(s) and Availability of Hard Copies

A copy of this announcement 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 26 March 2025.

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 Kingswood's Registrar, MUFG Corporate Markets.
If calling from within the United Kingdom, you should contact MUFG Corporate
Markets on 0371 664 0300, or if calling from outside the United Kingdom, you
should call +44 (0) 371 664 0300 or by submitting a request in writing to 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.

General

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 or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

 

 

 

 

 

 

 

Appendix

Expected Timetable of Principal Events

 

The following indicative timetable is based on HSQ's current expected dates
for the Offer and is subject to change. If any of the dates and/or times in
this expected timetable change, the revised dates and/or times will be
notified to Kingswood Shareholders by an announcement through a Regulatory
Information Service.

 EVENT                                                                            TIME AND/OR DATE
 Announcement of the Offer                                                        18 March 2025
 Publication and posting of this document and the personalised Form of            25 March 2025
 Acceptance
 Day 21*                                                                          15 April 2025
 Last day of trading in the Kingswood Shares on AIM                               16 April 2025
 Cancellation of admission to trading of the Kingswood Shares on AIM              17 April 2025
 Latest date for the settlement of consideration to Kingswood Shareholders who    29 April 2025
 accepted the Offer on or prior to 1.00 p.m. (London time) on 15 April 2025
 (being the 21(st) day following the date on which this document was published)

 Latest date for the settlement of consideration to Kingswood Shareholders who    14 calendar days of such receipt
 accept the Offer after 1.00 p.m. (London time) on 15 April 2025 and on or
 prior to 1.00 p.m. on the Closing Date

 Day 60                                                                           24 May 2025

·      The Offer will remain open for acceptances until HSQ confirms the
Closing Date, with shareholders receiving at least 14 days' notice prior to
the specified closing date (which cannot be earlier than 15 April 2025). Such
notice will be given to Kingswood Shareholders via an announcement through a
Regulatory Information Service and will advise of the final settlement date,
with such announcement being made available on HSQ's website at
https://arena.pollencap.com (https://arena.pollencap.com) and  Kingswood's
website at https://www.kingswood-group.com/ (http://www.kingswood-group.com/)
. (http://www.kingswood-group.com/)

 

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