REG - Kinovo PLC - Scheme Effective

KinovoAnnouncement

Today 07:00

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RNS Number : 1599P  Kinovo PLC  01 July 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

1 July 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

Scheme Effective

 

The boards of Kinovo plc ("Kinovo") and Sureserve Compliance Holdings Limited
("Sureserve") are pleased to announce that, following delivery of a copy of
the Court Order to the Registrar of Companies today for registration, the
scheme of arrangement between Kinovo and the Scheme Shareholders under Part 26
of the Companies Act (the "Scheme") to implement the recommended all cash
acquisition of the entire issued and to be issued ordinary share capital of
Kinovo (the "Acquisition") has now become Effective and, pursuant to the
Scheme, the entire issued and to be issued share capital of Kinovo is now
owned by Sureserve.

 

Full details of the Acquisition are set out in the scheme document published
on 23 May 2025 (the "Scheme Document"). Unless otherwise defined, all
capitalised terms in this announcement have the meaning given to them in the
Scheme Document. All references to times are to London, UK, times unless
otherwise stated.

 

Settlement of consideration

As set out in the Scheme Document, a Scheme Shareholder on the register of
members of Kinovo at the Scheme Record Time, being 6.00 p.m. on 30 June 2025,
is entitled to receive 87.5 pence in cash for each Scheme Share held.

 

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by way of the dispatch of cheques, the crediting to a BACS
account (where already notified to the Registrar in accordance with the Scheme
Document) or the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in uncertificated form), as provided for in the Scheme Document
by no later than 15 July 2025.

 

Suspension and cancellation of trading of Kinovo Shares on AIM

As previously advised, trading in Kinovo Shares on AIM will be suspended with
effect from 7:30 a.m. today.

 

Following the application to the London Stock Exchange, the cancellation of
the admission to trading of Kinovo Shares on AIM is expected to take effect
from 7:00 a.m. on 2 July 2025.

 

Board changes

Each of the Kinovo Directors (being Sangita Shah, David Bullen, Clive Lovett,
David Guest and Kim Wright) has resigned as a director of Kinovo with effect
from the Scheme becoming Effective.

 

Graham Levinsohn, Paul Edwards and Spencer Sheridan have been appointed as
directors of Kinovo with effect from the Scheme becoming Effective.

 

 

End of offer period

 

Kinovo is no longer in an 'offer period' as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to Kinovo
Shareholders no longer apply.

 

Enquiries:

 Kinovo
 Lee Venables                                                                                           Tel: +44 (0)20 7796 4133

                                                                                                        (via Hudson Sandler)

 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

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.

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.

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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