REG - Kinovo PLC - Recommended Final Cash Acquisition of Kinovo plc

KinovoAnnouncement

23/05/2025 15:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250523:nRSW0409Ka&default-theme=true

RNS Number : 0409K  Kinovo PLC  23 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 OF SUCH JURISDICTION.

For immediate release

23 May 2025

RECOMMENDED FINAL* CASH ACQUISITION

of

KINOVO PLC ("Kinovo")

by

SURESERVE COMPLIANCE HOLDINGS LIMITED ("Sureserve")

(an indirect wholly-owned subsidiary of Sureserve Group Limited)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

On 14 May 2025, the boards of Kinovo and Sureserve announced that they had
reached agreement on the terms of a recommended final* all cash offer pursuant
to which Sureserve would acquire the entire issued and to be issued ordinary
share capital of Kinovo (the "Acquisition").

 

*Sureserve confirms that the financial terms of the Acquisition are final and
will not be increased, save that Sureserve reserves the right to revise and
increase the financial terms of the Acquisition if there is an announcement,
on or after the Announcement Date, of a possible offer or firm intention to
make an offer for Kinovo, by a third-party offeror or potential offeror.

 

It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme") and is subject to the terms and conditions set out in the
scheme document relating to the Acquisition (the "Scheme Document").

 

Unless otherwise defined, all capitalised terms in this announcement have the
meanings given to them in the Scheme Document. All references to times are to
London, UK, times unless otherwise stated.

 

Kinovo is pleased to announce that the Scheme Document, together with the
associated Forms of Proxy, are today being sent, or made available to Kinovo
Shareholders.

 

The Scheme Document contains, among other things, a letter from the Chair of
Kinovo, the full terms and conditions of the Scheme and the Acquisition, an
explanatory statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the action to be taken by Kinovo Shareholders
and Scheme Shareholders.

 

In addition, letters are being sent shortly to Kinovo Share Scheme
Participants to provide information on the effect of the Acquisition on their
rights under the Kinovo Share Schemes and provided with further details
concerning any proposals that will be made in respect of their rights under
the Kinovo Share Schemes.

 

A copy of the Scheme Document and the associated Forms of Proxy will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Kinovo's website at
https://www.kinovoplc.com/investors/recommended-offer
(https://www.kinovoplc.com/investors/recommended-offer/) /
(https://www.kinovoplc.com/investors/recommended-offer/)   and on Sureserve's
website at https://www.sureserve.co.uk/OfferforKinovo/
(https://www.sureserve.co.uk/OfferforKinovo/) .

 

As further detailed in the Scheme Document, in order to become Effective,
amongst other things, the Scheme will require: (i) the approval of a majority
in number of the Scheme Shareholders present and voting (in person or by
proxy) at the Court Meeting representing not less than 75 per cent. in value
of the relevant Scheme Shares voted; (ii) the passing of the Special
Resolution at the General Meeting; and (iii) the subsequent sanction of the
Scheme by the Court.

 

Notices of the Court Meeting and the General Meeting, each of which will be
held at the offices of Canaccord Genuity Limited, 88 Wood Street, London EC2V
7QR on 23 June 2025, are set out in Parts VIII and IX of the Scheme
Document.  The Court Meeting will start at 10.00 a.m. (London time) and the
General Meeting at 10.15 a.m. (London time) (or as soon as reasonably
practicable thereafter as the Court Meeting is concluded or adjourned).

 

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders before the meetings, including
through Kinovo's website at
https://www.kinovoplc.com/investors/recommended-offer
(https://www.kinovoplc.com/investors/recommended-offer/) /
(https://www.kinovoplc.com/investors/recommended-offer/) and by announcement
through a Regulatory Information Service.

 

Action required

 

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR
BY PROXY) AT THE COURT MEETING SO THAT THE COURT MAY BE SATISFIED THAT THERE
IS A FAIR AND REASONABLE REPRESENTATION OF OPINION OF THE SCHEME SHAREHOLDERS.

 

KINOVO SHAREHOLDERS ARE THEREFORE STRONGLY ENCOURAGED TO VOTE BY APPOINTING
THE CHAIR OF THE COURT MEETING AS THEIR PROXY BY COMPLETING AND RETURNING THE
BLUE FORM OF PROXY OR APPOINTING AN ELECTRONIC OR CREST PROXY FOR THE COURT
MEETING AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY 10.00
A.M. ON 19 JUNE 2025. THE CHAIR OF THE COURT MEETING WILL VOTE IN ACCORDANCE
WITH THE VOTING INSTRUCTIONS OF THE APPOINTING KINOVO SHAREHOLDER.

 

Recommendation

 

The Kinovo Directors, who have been so advised by Canaccord Genuity as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the Kinovo Directors,
Canaccord Genuity has taken into account the commercial assessments of the
Kinovo Directors. Canaccord Genuity is providing independent financial advice
to the Kinovo Directors for the purposes of Rule 3 of the Takeover Code.

 

The Kinovo Directors believe that the terms of the Acquisition are in the best
interests of the Kinovo Shareholders and, accordingly, the Kinovo Directors
intend to recommend unanimously that Kinovo Shareholders vote in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting, as the Kinovo Directors who are interested in Kinovo Shares
have irrevocably undertaken to do, or procure to be done, in respect of their
entire beneficial holdings (and, in certain cases, their close relatives'
beneficial holdings) of, in aggregate, 5,170,972 Kinovo Shares representing
approximately 8.16 per cent. of Kinovo's total issued ordinary share capital
as at 6.00 p.m. on the Last Practicable Date. These irrevocable undertakings
remain binding in the event a higher competing offer is made for Kinovo by a
third party.

 

Information for Kinovo Shareholders and helpline

 

If you have any questions about this announcement, the Court Meeting, the
General Meeting, how to submit your proxies online or how to complete the
Forms of Proxy, please contact Kinovo's registrars, Neville Registrars by: (i)
submitting a request in writing to Neville Registrars, Neville House,
Steelpark Road, Halesowen, B62 8HD; or (ii) calling +44 (0) 121 585 1131.
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. Phone lines are open between 9.00 a.m. and 5.00 p.m.
(London time), Monday to Friday (excluding public holidays in England and
Wales). Please note that Neville Registrars cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes.

 

Timetable

The Scheme Document contains a current expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement.

Subject to obtaining the approval of Scheme Shareholders at the Court Meeting
and Kinovo Shareholders at the General Meeting and the sanction of the Court,
the Scheme is currently expected to become Effective on 1 July 2025.

It is intended that following the Scheme becoming Effective, the cancellation
of admission to trading of Kinovo Shares on AIM shall take effect on the
Business Day following the Effective Date.

 

Enquiries:

 Sureserve
 Graham Levinsohn, Executive Chair & Chief Executive Officer                                            Tel: +44 (0)20 7280 5000

 Spencer Sheridan, Chief Financial Officer                                                              (via Rothschild & Co)

 Rothschild & Co (Financial Adviser to Sureserve)
 Alistair Allen                                                                                         Tel: +44 (0)20 7280 5000

 Rob McCann

 Matt
 Jaquiss-Ollier

 Kinovo
 Sangita Shah, Chair                                                                                    Tel: +44 (0)20 7796 4133

 David Bullen, Chief Executive Officer                                                                  (via Hudson Sandler)

 Clive Lovett, Group Finance Director

 Canaccord Genuity Limited (Financial Adviser, Rule 3 Adviser and Sole Broker
 to Kinovo)
 Adam James                                                                                             Tel: +44 (0)20 7523 8000

 Harry Rees

 Hudson Sandler (Public Relations Adviser to Kinovo)
 Dan de Belder                                                                                          Tel: +44 (0)20 7796 4133

Harry Griffiths

 Will Reynish

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the Company's website at www.kinovoplc.com
(http://www.kinovoplc.com) and on Sureserve's website at
https://www.sureserve.co.uk/OfferforKinovo/
(https://www.sureserve.co.uk/OfferforKinovo/) by no later than 12 noon (London
time) on the Business Day following the date of this announcement. The content
of the websites referred to in this announcement is not incorporated into and
does not form part of this announcement.

Disclaimers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority ("FCA") in the
United Kingdom, is acting exclusively as financial adviser to Sureserve and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Sureserve for providing the protections afforded to clients
of Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in connection with the Acquisition, any
statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser and
corporate broker exclusively for Kinovo and for no one else in connection with
the Acquisition and will not regard any other person as its client in relation
to the matters referred to in this announcement and will not be responsible to
anyone other than Kinovo for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the Acquisition or
any other matter referred to in this announcement.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the or otherwise nor shall there be any purchase,
sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the offer
document) which, together with any related forms of proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any decision in respect of, or other response 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 a
Takeover Offer, the offer document).

Kinovo and Sureserve urge Kinovo Shareholders to read the Scheme Document (or
any other document by which the Acquisition is made) in full when it becomes
available because it will contain important information relating to the
Acquisition, including details of how to vote in respect of the Scheme.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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

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 laws of any jurisdiction other than the UK
should inform themselves about, 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 AIM Rules and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside of the UK.

The availability of the Acquisition to Kinovo 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 UK to vote
their Scheme Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver Forms of Proxy appointing another person to vote at the
Court Meeting 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 law 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.

Unless otherwise determined by Sureserve or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly in, into, or from a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Acquisition by the use of any means or instrumentality, from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the Scheme and
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 such documents (including, without
limitation, 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, 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.

Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements. Kinovo
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.

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

Additional information for US investors

The Acquisition relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. An acquisition effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the U.S. Securities Exchange Act of 1934 (the "U.S. 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 U.S. tender offer and proxy solicitation
rules. Neither the United States Securities and Exchange Commission, nor any
securities commission of any state of the United States, has approved or
disapproved any offer, or passed comment upon the adequacy or completeness of
any of the information included in this announcement. The financial
information included in this announcement and the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the Offer Document) has been
prepared in accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.

If, in the future, Sureserve exercises its right, with the consent of the
Panel (where necessary) and subject to the terms of the Cooperation Agreement,
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 U.S.
laws and regulations.

It may be difficult for U.S. holders of Kinovo Shares to enforce their rights
and any claim arising out of the U.S. federal laws in connection with the
Acquisition, since Sureserve and Kinovo are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may be residents
of a non-U.S. jurisdiction. U.S. holders of Kinovo Shares may not be able to
sue a non-U.S. company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be difficult to compel
a non-U.S. company and its affiliates to subject themselves to a U.S. court's
jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Sureserve, its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Kinovo Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market
at prevailing prices or in private Acquisitions at negotiated prices and
comply with applicable law, including the U.S. Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com.

U.S. Kinovo Shareholders should be aware that the Acquisition contemplated
herein may have tax consequences in the U.S. and, that such consequences, if
any, are not described herein. U.S. Kinovo Shareholders are urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding this Acquisition.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Sureserve and/or Kinovo 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
Sureserve and/or Kinovo 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 expected effects of the Acquisition on
Sureserve and Kinovo, the expected timing and scope of the Acquisition, the
financial condition, results of operations and business of Kinovo and certain
plans and objectives of Sureserve 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 Kinovo and/or Sureserve 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 Cap10 Partners and/or Sureserve and/or Kinovo 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 Cap10 Partners nor Sureserve nor Kinovo 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.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Acquisition; the
ability to obtain any requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; 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 dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Acquisition not being realised
as a result of changes in general economic and market conditions in the
markets and jurisdictions in which Cap10 Partners, Sureserve and Kinovo
operate; weak, volatile or illiquid capital and/or credit markets; changes in
the degree of competition in the geographic and business areas in which Cap10
Partners, Sureserve and Kinovo 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 Cap10 Partners nor Sureserve nor Kinovo, 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 the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Cap10 Partners nor Sureserve nor Kinovo is under any obligation, and Cap10
Partners, Sureserve and Kinovo 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 (as defined in the Code) 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 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than
3.30 pm (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 (as defined in the Code).

Under Rule 8.3(b) of the 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 pm (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 Bidder 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 Bidder 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.

No profit forecasts, profit 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 Kinovo for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Kinovo.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Kinovo Shareholders, persons with
information rights and participants in Kinovo Share Plans may request a hard
copy of this announcement (and any information incorporated by reference
in this announcement) by contacting Kinovo's registrars, Neville Registrars
by: (i) submitting a request in writing to Neville Registrars, Neville House,
Steelpark Road, Halesowen, B62 8HD; or (ii) calling +44 (0) 121 585 1131.
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. Phone lines are open between 9.00 a.m. and 5.00 p.m.
(London time), Monday to Friday (excluding public holidays in England and
Wales). Please note that Neville Registrars cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes.

Electronic communications

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

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

 Event                                                                           Expected time and/or date
 Date of the Scheme Document                                                     23 May 2025
 Latest time for lodging Forms of Proxy for:
 - Court Meeting (BLUE form)                                                     10.00 a.m. on 19 June2025((1))
 - General Meeting (WHITE form)                                                  10.15 a.m. on 19 June 2025((1))
 Voting Record Time                                                              6.00 p.m. on 19 June 2025((2))
 Court Meeting                                                                   10.00 a.m. on 23 June 2025
 General Meeting                                                                 10.15 a.m. on 23 June 2025((3))
 The following dates are indicative only and subject to change((4))
 Court Sanction Hearing (to sanction the Scheme)                                 27 June 2025
 Last day of dealings in, and for registration of transfers of, and disablement  30 June 2025
 in CREST of, Kinovo Shares
 Scheme Record Time                                                              6.00 p.m. on 30 June 2025
 Dealings in Kinovo Shares on AIM suspended                                      7.30 a.m. on 1 July 2025
 Effective Date of the Scheme                                                    1 July 2025 (D)((5))
 Cancellation of admission of Kinovo Shares to trading on AIM                    at 7.00 a.m. on 2 July 2025 (D + 1)
 Latest date for dispatch of cheques, processing of electronic BACS transfers    within 14 days after the Effective Date
 and crediting of CREST stock accounts for the Consideration due under the
 Scheme
 Long-Stop Date                                                                  14 November 2025((6))
 The Court Meeting and the General Meeting will both be held at the offices of
 Canaccord Genuity Limited, 88 Wood Street, Barbican, London EC2V 7QR on 23
 June 2025.
 Notes:

 (1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
 not later than 48 hours before the time appointed for the Court Meeting,
 excluding any part of a day that is not a Business Day. BLUE Forms of Proxy
 not so lodged may be handed to the Chair of the Court Meeting or Neville
 Registrars on behalf of the Chair of the Court Meeting before the start of the
 Court Meeting. WHITE Forms of Proxy for the General Meeting must be lodged not
 later than 48 hours before the time appointed for the General Meeting,
 excluding any part of a day that is not a Business Day. WHITE Forms of Proxy
 for the General Meeting not lodged by this time will be invalid. Please see
 the section headed "Action to be taken" on pages 4 and 5 of the Scheme
 Document.

 (2) If either the Court Meeting or the General Meeting is adjourned, the
 Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the
 day which is 48 hours (excluding any part of a day that is not a Business Day)
 before the fixed time of such adjourned Meeting.

 (3) To commence at 10.15 a.m. (or as soon as reasonably practicable thereafter
 as the Court Meeting concludes or is adjourned).

 (4) These times and dates are indicative only and will depend on, among other
 things, whether and when the Conditions are satisfied or (where applicable)
 waived and the dates upon which the Court sanctions the Scheme and a copy of
 the Court Order to sanction the scheme is delivered to the Registrar of
 Companies.  If the expected date of the Court Sanction Hearing is changed,
 Kinovo will give adequate notice of the changes by issuing an announcement
 through a Regulatory Information Service and by posting notice of these dates
 on the following website: www.kinovoplc.com/investors/recommended-offer/
 (http://www.kinovoplc.com/investors/recommended-offer/) .

 (5) This date will be the date on which a copy of the Court Order is delivered
 to the Registrar of Companies.

 (6) This is the latest date by which the Scheme may become Effective unless
 Kinovo and Sureserve agree, with the consent of the Panel and (if required)
 the Court, a later date.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFFPPUGUAUPAGCW