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

KinovoAnnouncement

27/06/2025 16:00

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RNS Number : 8238O  Kinovo PLC  27 June 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

27 June 2025

RECOMMENDED FINAL* CASH ACQUISITION

of

KINOVO PLC

by

SURESERVE COMPLIANCE HOLDINGS LIMITED

(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

Court Sanction of the Scheme of Arrangement, Exercise of Options and Admission
to Trading on AIM and Rule 2.9 Announcement

On 14 May 2025, the boards of Kinovo plc ("Kinovo") and Sureserve Compliance
Holdings Limited ("Sureserve") announced that they had reached agreement on
the terms of a recommended final* cash offer pursuant to which Sureserve will
acquire the entire issued and to be issued ordinary share capital of Kinovo
(the "Acquisition").  The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

 

Further to the announcement of 23 June 2025, Kinovo is pleased to announce
that the Court has today issued the Court Order sanctioning the Scheme. The
Scheme will become Effective upon the delivery of a copy of the Scheme Court
Order to the Registrar of Companies for registration, which is expected to
occur on 1 July 2025.

 

Full details of the Scheme are set out in the scheme document published by
Kinovo on 23 May 2025 (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
BST unless otherwise stated.

 

*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.

 

Next steps

Kinovo confirms that the Scheme Record Time will be 6.00 p.m. on 30 June 2025.

A request has been made for the suspension of dealings in Kinovo Shares on AIM
with effect from 7.30 a.m. on 1 July 2025. The last day of dealing in Kinovo
Shares will therefore be 30 June 2025, and, once suspended, it is not expected
that trading in Kinovo Shares will recommence.

It is expected that, subject to the Scheme becoming Effective on 1 July 2025,
the cancellation of the admission to trading of Kinovo Share on AIM will
become effective from 7.00 a.m. on 2 July 2025.

On the Effective Date, share certificates in respect of Kinovo Shares will
cease to be valid and entitlements to Kinovo Shares held within the CREST
system will be cancelled.

A further announcement will be made once the Scheme has become Effective and
on the cancellation of admission to trading of Kinovo Shares on AIM.

Exercise of options and admission to trading on AIM

Following the issue of the Court Order sanctioning the Scheme, outstanding
options under the CSOP (further details of which are set out in Part II of the
Scheme Document) have been exercised. Kinovo confirms that, following the
issue of the Court Order sanctioning the Scheme, 1,027,142 Kinovo Shares (the
"CSOP Shares") will be allotted and issued to satisfy the exercise of options
held by the participants (including certain Directors and other PDMRs) in the
CSOP in accordance with the terms of the CSOP and the proposals made by
Sureserve to participants in the CSOP in accordance with Rule 15 of the
Takeover Code.

In addition, an application has been made to the London Stock Exchange for the
CSOP Shares to be admitted to trading on AIM ("Admission") and it is expected
that Admission will become effective on or around 8.00 a.m. on 30 June 2025.
The CSOP Shares are "Scheme Shares" for the purpose of the Scheme and will
therefore be acquired by Sureserve under the Scheme.

PDMR Dealings

The following individuals, who are PDMRs in the Company, are in receipt of
Kinovo Shares following the exercise of options under the CSOP:

 PDMR          Role  Kinovo Shares received pursuant to the exercise of CSOP options  Enlarged interest in the Company (No, of Kinovo Shares)  Enlarged interest in the Company (Percentage of enlarged issued share capital)
 David Bullen  CEO   85,714                                                           3,198,102                                                4.97
 Clive Lovett  CFO   85,714                                                           1,145,063                                                1.78
 Lee Venables  COO   85,714                                                           1,204,492                                                1.87

 

Rule 2.9 of the Takeover Code

In accordance with Rule 2.9 of the Takeover Code, Kinovo confirms that,
following Admission, Kinovo will have in issue 64,388,457 Kinovo Shares with
no shares held in treasury. Therefore, the total voting rights in Kinovo will
be 64,388,457. The ISIN reference for the Kinovo Shares is GB00BV9GHQ09.

If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to Kinovo Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Kinovo's website at www.kinovoplc.com (http://www.kinovoplc.com) .

 

Enquiries:

 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

 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

Publication of this announcement

In accordance with Rule 26.3 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).

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 was 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.

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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables or paragraphs may vary slightly and figures shown as totals
in certain tables or paragraphs may not be an arithmetic aggregation of the
figures that precede them.

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