REG - Sureserve Compliance Kinovo PLC - Recommended Final Cash Acquisition of Kinovo plc
14/05/2025 07:00
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RNS Number : 5613I Sureserve Compliance Holdings Ltd 14 May 2025
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
14 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
Summary and highlights
· The boards of Kinovo and Sureserve are pleased to announce that
they have reached agreement on the terms and conditions 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 currently intended to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006.
· Under the terms of the Acquisition, each Kinovo Shareholder will
be entitled to receive:
for each Kinovo Share: 87.5 pence in cash (the
"Acquisition Price")
· The Acquisition Price values the entire issued and to be issued
share capital of Kinovo at approximately £56.4 million on a fully diluted
basis.
· The Acquisition Price represents a premium of approximately:
o 41.1 per cent. to the Closing Price of 62.0 pence per Kinovo Share on 9
May 2025 (being the last Business Day prior to the commencement of the Offer
Period);
o 51.0 per cent. to the volume weighted average Closing Price of 58.0 pence
per Kinovo Share over the last month ended 9 May 2025 (being the last Business
Day prior to the commencement of the Offer Period);
o 46.2 per cent. to the volume weighted average Closing Price of 59.8 pence
per Kinovo Share over the 3 months ended 9 May 2025 (being the last Business
Day prior to the commencement of the Offer Period); and
o 43.3 per cent. to the volume weighted average Closing Price of 61.1 pence
per Kinovo Share over the 6 months ended 9 May 2025 (being the last Business
Day prior to the commencement of the Offer Period).
*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 date of this announcement, of a possible offer or firm
intention to make an offer for Kinovo, by a third-party offeror or potential
offeror.
· Kinovo does not intend to pay a dividend or make any other
distribution or return of value between the date of this announcement and the
Effective Date. The Acquisition Price assumes that Kinovo Shareholders will
not receive any dividend, distribution or other return of value. If, on or
after the date of this announcement and on or prior to the Effective Date, any
dividend, distribution, or other return of value is declared, made, or paid or
becomes payable by Kinovo, Sureserve will reduce the Acquisition Price by the
amount of such dividend, distribution or other return of value, in which case
any references to the Acquisition Price will be deemed to be a reference to
the Acquisition Price as so reduced. In such circumstances, Kinovo
Shareholders will be entitled to retain any such dividend, distribution, or
other return of value declared, made or paid.
Recommendation of the Kinovo Directors
· 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 Resolution(s) 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 the close of business on the Last Practicable
Date.
· In the event that the Acquisition is implemented by way of an
Offer, the Kinovo Directors intend to recommend unanimously that Kinovo
Shareholders accept or procure acceptance of such Offer and to undertake
irrevocably to accept or procure acceptance of such Offer in respect of their
entire beneficial holdings (and, in certain cases, their close relatives'
beneficial holdings) of Kinovo Shares.
Irrevocable undertakings and the letter of intent
· In addition to the irrevocable undertakings from the Kinovo
Directors described above, Sureserve has:
o received irrevocable undertakings to vote in favour (or procure the voting
in favour, as applicable) of the Scheme at the Court Meeting and Resolutions
to be proposed at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept or procure the acceptance of such
Offer) from certain other Kinovo Shareholders in respect of a total of
23,167,486 Kinovo Shares, representing, in aggregate, approximately 36.56 per
cent. of Kinovo's total issued ordinary share capital as at the close of
business on the Last Practicable Date; and
o a letter of intent to vote in favour (or procure the voting in favour, as
applicable) of the Scheme at the Court Meeting and the Resolution(s) at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure the acceptance of such Offer) from another
Kinovo Shareholder in respect of a total of 1,471,200 Kinovo Shares,
representing, in aggregate, approximately 2.32 per cent. of Kinovo's total
issued ordinary share capital as at the close of business on the Last
Practicable Date.
· Accordingly, Sureserve has received irrevocable undertakings
(including those irrevocable undertakings from the Kinovo Directors who own
Kinovo Shares) and a letter of intent, in respect of, in aggregate, 29,809,658
Kinovo Shares representing approximately 47.05 per cent. of Kinovo's total
issued ordinary share capital as at the close of business on the Last
Practicable Date.
· Further details of the irrevocable undertakings (including the
circumstances in which they cease to be binding) and the letter of intent are
set out in Appendix 3 to this announcement.
Background to and reasons for the Acquisition
· Sureserve is committed to being a partner of choice for the
social housing and public sectors, providing solutions for sustainable and
affordable heating, full-spectrum compliance services, and energy-saving
solutions.
· The Sureserve Group is committed to play a leading role in
raising housing standards, tackling fuel poverty, and supporting the national
decarbonisation of the UK social housing stock on the journey of providers to
get to "Net Zero". Sureserve is grounded in a deep commitment to safety and
respect for residents, employees, and the environment.
· To achieve its aims, Sureserve is building a comprehensive range
of technical compliance and energy services, enhancing its existing strength
in areas such as heating compliance, by accelerating growth in other areas.
· Sureserve believes that the acquisition of Kinovo, with its
notable and complementary strength in electrical compliance services amongst
others, is a perfect fit for Sureserve's future strategy. The Acquisition will
materially enhance the offering to the Combined Group's collective client
base, as well as the community that the Combined Group will serve.
· Sureserve views Kinovo as a high-quality business with a
demonstrable track record of delivering growth in a critical market. Key
highlights of the Acquisition include:
o Kinovo's strong foundations, as a provider of essential services which are
underpinned by increasingly demanding regulations;
o Kinovo's significant positive impact on the broader ecosystem and its
ability to support national and global trends centred around compliance and
energy efficiency as well as having Kinovo's broader positive impact on
society, local communities, social infrastructures, employees, environment and
suppliers; and
o Kinovo's meaningful potential for transformational growth. Sureserve
intends to harness Kinovo's electrical capabilities and expand upon them by
expanding from the South East of England to the broader UK market.
· Whilst Sureserve believes that there will be synergies, as
described in paragraph 9 of this announcement, to be realised from the
Acquisition, Sureserve believes that, under private ownership, with the
ability to focus on long-term strategic goals and the right access to capital,
Kinovo will be able to accelerate and unlock significant growth as part of the
Sureserve Group.
Timetable and Conditions
· It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement of Kinovo under Part 26 of the
Companies Act 2006, further details of which are contained in the full text of
this announcement (and full details of which will be included in the Scheme
Document). Sureserve reserves the right to implement the Acquisition by way of
an Offer, subject to the Panel's consent and the terms of the Cooperation
Agreement.
· The Acquisition is conditional on the approval of the requisite
majority of Scheme Shareholders at the Court Meeting and the requisite
majority (or majorities) of Kinovo Shareholders at the General Meeting.
· In order to become Effective, approval of the Scheme must be
granted by a majority in number of Scheme Shareholders (or the relevant class
or classes thereof) who are present and voting (and who are entitled to vote),
either in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court (or, in each case, at any
adjournment, postponement or reconvention thereof) representing not less than
75 per cent. in value of the Scheme Shares voted.
· In addition, in order for the Scheme to become Effective, at the
General Meeting, the Resolution(s) facilitating the implementation of the
Scheme, must be passed by Kinovo Shareholders representing at least 75 per
cent. of the votes validly cast at the General Meeting.
· Following the Court Meeting and General Meeting, in order for the
Scheme to become Effective it must also be sanctioned by the Court.
· The Acquisition will be subject to the other Conditions and terms
set out in full in Appendix 1 to this announcement and to the full terms and
conditions of the Acquisition which will be set out in the Scheme Document.
· It is expected that the Scheme Document containing further
information about the Acquisition and the notices of the Court Meeting and the
General Meeting, together with the accompanying Forms of Proxy, are expected
to be published within 28 days of the date of this announcement (unless
otherwise agreed between Sureserve and Kinovo with the consent of the Panel).
· The Acquisition is expected to become Effective by early July
2025, subject to the satisfaction or (where applicable) waiver of the
Conditions and certain further terms set out in Appendix 1 to this
announcement. An expected timetable of principal events will be included in
the Scheme Document.
Comments on the Acquisition
· Commenting on the Acquisition, Graham Levinsohn, the Executive
Chair & CEO of Sureserve, said:
"We believe the acquisition of Kinovo, with its focus on compliance and energy
transition in social housing, fits perfectly with our strategy, and that
bringing the two businesses together will enhance our offering to our clients.
This is another significant step in delivering our mission, which is to be
the trusted partner of choice to the social housing and related public sector
in delivering essential and affordable heating, energy savings, and compliance
solutions, playing a key and progressive role in decarbonisation, always
delivering for customers, employees, residents and the environment with
safety, integrity and respect at the forefront of everything we do."
· Commenting on the Acquisition, Sangita Shah the Non-Executive
Chair of Kinovo said:
"I am pleased to announce Sureserve's intention to acquire Kinovo. The
potential of the combined group - Sureserve's stature within UK compliance and
energy services and Kinovo's reputation within its housing association and
local authority clients - is compelling. I am particularly proud of the
opportunity that this will present to our dedicated and committed employee
base, whom I believe will be afforded enhanced opportunities to develop
personally and professionally.
As a board we unanimously recommend this deal to our shareholders, believing
that this acquisition presents an opportunity to realise immediate value and
at a meaningful premium.".
This summary should be read in conjunction with, and is subject to, the full
text of this announcement (including the Appendices).
The Acquisition will be subject to the Conditions and further terms set out in
this announcement, including Appendix 1 to this announcement and to the full
terms and conditions which will be set out in the Scheme Document. Appendix 2
to this announcement contains the bases of calculations and sources and bases
of certain information contained in this summary and this announcement.
Appendix 3 to this announcement contains details of the irrevocable
undertakings and the letter of intent received by Sureserve. Appendix 4 to
this announcement contains definitions of certain terms used in this summary
and this announcement.
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
Addleshaw Goddard LLP is acting as legal adviser to Sureserve. Dorsey &
Whitney (Europe) LLP is acting as legal adviser to Kinovo.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form any part of any offer, invitation or the
solicitation of an offer to purchase or otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in Kinovo or
Sureserve in any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the terms of the
Scheme Document (or, in the event that the Acquisition is to be implemented by
way of an Offer, the Offer Document) which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote or other decision in respect of, or other response
to, the Acquisition, should be made only on the basis of information contained
in the Scheme Document (or, in the event that the Acquisition is to be
implemented by way of an Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended). If you are resident in the United
Kingdom or, if not, from an appropriately authorised independent financial
adviser.
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 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 Kinovo, contains 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 Kinovo (as applicable) 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 relating to the expected effects of the Acquisition on Sureserve
and Kinovo (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition and other statements other
than historical facts. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Sureserve,
Kinovo, any member of the Sureserve Group's or any member of the Kinovo
Group's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
the business of any member of the Sureserve Group or any member of the Kinovo
Group.
Although Sureserve, Cap10 Partners and Kinovo believe that the expectations
reflected in such forward-looking statements are reasonable, Sureserve, Cap10
Partners and Kinovo can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. Neither Sureserve, Cap10 Partners
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.
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 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 disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; and changes
in the anticipated benefits from the proposed Acquisition not being realised
as a result of: changes in general economic and market conditions in the
countries in which Sureserve and Kinovo operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which 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 Sureserve, Cap10
Partners 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. You are cautioned not to
place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
Other than in accordance with their legal or regulatory obligations, neither
Sureserve nor Kinovo is under any obligation, and Sureserve, Cap10 Partners
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.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
(1) 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) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the tenth (10(th)) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10(th)) 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 (1) 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.
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 of the Takeover Code).
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 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) on Sureserve's
website at https://www.sureserve.co.uk/OfferforKinovo/
(https://www.sureserve.co.uk/OfferforKinovo/) and Kinovo's website at
https://www.kinovoplc.com/investors/recommended-offer/
(https://www.kinovoplc.com/investors/recommended-offer/) , by no later than 12
noon (London time) on the Business Day following this announcement. The
content of any website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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.
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 Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover 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.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be sent in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
For the purposes of Rule 2.9 of the Takeover Code, Kinovo confirms that, as at
the date of this announcement, it had in issue 63,361,315 ordinary shares of
£0.10 each. The International Securities Identification Number (ISIN) for the
Kinovo Shares is GB00BV9GHQ09. There are no Kinovo Shares held in treasury.
Market Abuse Regulation and responsibility
This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication
of this announcement, this information is now considered to be in the public
domain. The person responsible for arranging the release of this announcement
on behalf of Kinovo is Sangita Shah, Non-Executive Chair.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
14 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
1. Introduction
The boards of Kinovo and Sureserve are pleased to announce that they have
reached agreement on the terms and conditions 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 currently intended to be implemented by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006.
2. The Acquisition
Under the terms of the Acquisition, each Kinovo Shareholder will be entitled
to receive:
for each Kinovo Share: 87.5 pence in cash (the
"Acquisition Price")
The Acquisition Price values the entire issued and to be issued share capital
of Kinovo at approximately £56.4 million on a fully diluted basis.
The Acquisition Price represents a premium of approximately:
· 41.1 per cent. to the Closing Price of 62.0 pence per Kinovo
Share on 9 May 2025 (being the last Business Day prior to the commencement of
the Offer Period);
· 51.0 per cent. to the volume weighted average Closing Price of
58.0 pence per Kinovo Share over the last month ended 9 May 2025 (being the
last Business Day prior to the commencement of the Offer Period);
· 46.2 per cent. to the volume weighted average Closing Price of
59.8 pence per Kinovo Share over the 3 months ended 9 May 2025 (being the last
Business Day prior to the commencement of the Offer Period); and
· 43.3 per cent. to the volume weighted average Closing Price of
61.1 pence per Kinovo Share over the 6 months ended 9 May 2025 (being the last
Business Day prior to the commencement of the Offer Period).
*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 date of this announcement, of a possible offer or firm
intention to make an offer for Kinovo, by a third-party offeror or potential
offeror.
Dividends
Kinovo does not intend to pay a dividend or make any other distribution or
return of value between the date of this announcement and the Effective Date.
The Acquisition Price assumes that Kinovo Shareholders will not receive any
dividend, distribution or other return of value. If, on or after the date of
this announcement and on or prior to the Effective Date, any dividend,
distribution, or other return of value is declared, made, or paid or becomes
payable by Kinovo, Sureserve will reduce the Acquisition Price by the amount
of such dividend, distribution or other return of value, in which case any
references to the Acquisition Price will be deemed to be a reference to the
Acquisition Price as so reduced. In such circumstances, Kinovo Shareholders
will be entitled to retain any such dividend, distribution, or other return of
value declared, made or paid.
Any such reduction referred to in this paragraph, or in paragraph 10 of Part B
of Appendix 1 to this announcement will, for the avoidance of doubt, not be
regarded as constituting any revision or variation of the terms of the
Acquisition.
Expected Timetable
It is expected that the Scheme Document containing further information about
the Acquisition and the notices of the Court Meeting and the General Meeting,
together with the accompanying Forms of Proxy, will be published within 28
days of the date of this announcement (unless otherwise agreed between
Sureserve and Kinovo with the consent of the Panel).The Acquisition is
expected to become Effective by early July 2025, subject to the satisfaction
or (where applicable) waiver of the Conditions and certain further terms set
out in Appendix 1 to this announcement. An expected timetable of principal
events will be included in the Scheme Document.
3. Background to and reasons for the Acquisition
Sureserve is committed to being a partner of choice for the social housing and
public sectors, providing solutions for sustainable and affordable heating,
full-spectrum compliance services, and energy-saving solutions. The Sureserve
Group is committed to play a leading role in raising housing standards,
tackling fuel poverty, and supporting the national decarbonisation of the UK
social housing stock on the journey of providers to get to "Net Zero".
Sureserve is grounded in a deep commitment to safety and respect for
residents, employees, and the environment.
To achieve its aims, Sureserve is building a comprehensive range of technical
compliance and energy services, enhancing its existing strength in areas such
as heating compliance, by accelerating growth in other areas.
Sureserve believes that the acquisition of Kinovo, with its notable and
complementary strength in electrical compliance services amongst others, is a
perfect fit for Sureserve's future strategy. The Acquisition will materially
enhance the offering to the Combined Group's collective client base, as well
as the community that the Combined Group will serve.
Sureserve views Kinovo as a high-quality business with a demonstrable track
record of delivering growth in a critical market. Key highlights of the
Acquisition include:
· Kinovo's strong foundations, as a provider of essential services
which are underpinned by increasingly demanding regulations;
· Kinovo's significant positive impact on the broader ecosystem and
its ability to support national and global trends centred around compliance
and energy efficiency as well as having Kinovo's broader positive impact on
society, local communities, social infrastructures, employees, environment and
suppliers; and
· Kinovo's meaningful potential for transformational growth.
Sureserve intends to harness Kinovo's electrical capabilities and expand upon
them by expanding from the South-East of England to the broader UK market.
Whilst Sureserve believes that there will be synergies, as described in
paragraph 9 of this announcement, to be realised from the Acquisition,
Sureserve believes that, under private ownership, with the ability to focus on
long-term strategic goals and the right access to capital, Kinovo will be able
to accelerate and unlock significant growth as part of the Sureserve Group.
4. Recommendation of the Kinovo Directors
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 Resolution(s) 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 the close of business on the Last Practicable Date.
In the event that the Acquisition is implemented by way of an Offer, the
Kinovo Directors intend to recommend unanimously that Kinovo Shareholders
accept or procure acceptance of such Offer and to undertake irrevocably to
accept or procure acceptance of such Offer in respect of their entire
beneficial holdings (and, in certain cases, their close relatives' beneficial
holdings) of Kinovo Shares. Further details of these irrevocable undertakings
(including the circumstances in which they cease to be binding) are set out in
Appendix 3 to this announcement.
5. Background to and reasons for the Kinovo Directors' recommendation
Kinovo is a leading UK provider of specialist property services delivering
safety, electrical, compliance, and sustainability solutions to housing
associations and local authorities. Kinovo provides end-to-end property
maintenance services that ensure regulatory compliance, support community
regeneration and drive energy-efficient solutions; assisting its clients with
meeting their legal obligations whilst simultaneously contributing to national
decarbonisation targets.
The Kinovo Board remains confident that there is substantial potential to
drive growth within its three divisions - mechanical, electrical, and building
services - by continuing to focus on the Kinovo Group's three core strategic
pillars of "Regulation, Regeneration and Renewables".
The Kinovo Group's unaudited results for the six-month period ended 30
September 2024 ("H1 FY25") reflect the Company's continued strategic progress
and trading momentum in recent years, supported by increasing client demand
(driven by compliance requirements), decarbonisation initiatives and strong
pipeline visibility. The momentum from H1 FY25 has continued into H2 FY25, as
further detailed in paragraph 8 below.
However, while the Kinovo Board remains confident in Kinovo's future as an
independent publicly traded entity and its ability to create value for all
stakeholders over the longer term, the Kinovo Board recognises that there are
inherent risks associated with this path including the general prevailing
sentiment of the UK public markets in respect of smaller companies and the
ongoing illiquidity of Kinovo shares being a detriment to investors wishing to
realise their investment and an impediment to Kinovo attracting new
institutional shareholders.
The Kinovo Board has therefore taken into account the Acquisition Price being
offered by Sureserve, which it believes would provide Kinovo Shareholders with
an immediate realisation of this future value potential in cash at an
attractive premium to the Closing Price of 62.0 pence per Kinovo Share on 9
May 2025 (being the last Business Day prior to the commencement of the Offer
Period).
Following a period of dialogue and a number of earlier proposals, the Kinovo
Board received a best and final* indicative proposal from Sureserve of 87.5
pence per share. Shortly thereafter discussions with Sureserve commenced and
have progressed to the point of this announcement of the Acquisition. On 12
May 2025, Kinovo published a statement regarding press speculation and
confirmed that a best and final* indicative, non-binding proposal had been
received from Sureserve relating to the Acquisition, and that the Kinovo Board
had indicated to Sureserve that the Consideration was at a value that the
Kinovo Board would be minded to recommend to Kinovo Shareholders.
*Note that 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 date of this announcement, of a possible offer
or firm intention to make an offer for Kinovo, by a third-party offeror or
potential offeror.
The Kinovo Board has also consulted with certain of Kinovo's significant
shareholders, who have demonstrated their support for the Acquisition by
giving irrevocable undertakings and the letter of intent to support the
Acquisition as detailed in paragraph 6 of this announcement.
The Kinovo Board anticipates a number of benefits to the business as a
consequence of the Acquisition, including the opportunity to scale the Kinovo
Group's offerings and maximise Kinovo's growth objectives as part of the
Combined Group. Consequently, the Acquisition presents an opportunity to
accelerate organic growth, pursue strategic investments and execute Kinovo's
long-term strategy and mission as part of a larger, well-funded group and in a
way that Kinovo would likely not be able to replicate on the public markets.
The Kinovo Board also notes Sureserve's synergetic presence in complementary
markets and service offerings which could represent attractive growth
opportunities for the Kinovo Group (as part of the Combined Group). It also
recognises the potential opportunity to cross-sell across Kinovo's three
primary divisions as part of the Combined Group.
The Kinovo Directors believe that Sureserve is strongly positioned to support
Kinovo with the next phase of its growth, providing additional resources and
support to deliver scale to the Kinovo Group's business (as part of the
Combined Group), alongside providing complementary products and services to
the Kinovo Group's existing and prospective customers (as part of the Combined
Group). In addition, as a private company, Kinovo would be better able to
develop its business away from the parameters of operating in public markets
and the costs associated therewith.
The Kinovo Directors have given due consideration to Sureserve's intentions in
relation to Kinovo's employees in respect of the total existing workforce and
also to the importance of the Kinovo Front-line Staff in the context of
Sureserve's strategic plans, as detailed in paragraph 9 of this announcement.
Whilst acknowledging that Sureserve's intended integration review may result
in headcount rationalisation of certain corporate centre roles and functions,
the Kinovo Directors note the statement that Sureserve does not intend to make
any material changes to the employee population of the Kinovo Front-line
Staff, and believe that Kinovo's remaining workforce will benefit from
increased opportunities within the Combined Group including the potential to
flourish further in terms of personal and professional development.
The Kinovo Directors have also considered Sureserve's stated intentions for
the business, locations and pensions schemes of Kinovo as detailed in
paragraph 9 of this announcement. The Kinovo Directors welcome Sureserve's
statements that, following the Effective Date, the existing contractual and
statutory employment rights (including pensions rights) of all management and
employees of Kinovo will be fully safeguarded in line with applicable law.
Accordingly, and having taken into account all relevant factors, the Kinovo
Directors believe that the terms of the Acquisition are compelling; they
acknowledge the quality and strong prospects of Kinovo's business and the
potential for the Acquisition to deliver attractive value to Kinovo
Shareholders in cash, allowing the value of their holdings to be crystallised.
As such, the Kinovo Directors intend to recommend unanimously that Kinovo
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting.
Additional remuneration and settlement arrangements involving Kinovo Directors
Sureserve has agreed with Kinovo that David Bullen and Clive Lovett will step
down from the board positions they hold within the Kinovo Group immediately on
the Effective Date and that their employment as Chief Executive Officer and
Chief Financial Officer respectively of the Kinovo Group will terminate 14
days from (and including) the Effective Date ("Executive Exits"). Kinovo has
entered into settlement arrangements with Mr Bullen and Mr Lovett in
connection with their Executive Exits (in each case conditional upon the
Acquisition becoming Effective) under which they will, 14 days from (and
including) the Effective Date, be paid the full amounts payable to them under
their contractual arrangements.
Mr Bullen and Mr Lovett have also each agreed to enter into a consultancy
agreement, to take effect following their Executive Exits, to provide
consultancy services to Kinovo (as part of the Combined Group), for a period
of approximately 3 months, at an agreed hourly rate (equal to £306 and £214
respectively), such services to only be provided as Kinovo requires them
("Consultancy Agreements"). Further details of the Executive Exits and the
Consultancy Agreements will be set out in the Scheme Document.
Kinovo also proposes to make additional remuneration payments to David Bullen,
Clive Lovett and Lee Venables (Kinovo's Chief Operating Officer) as bonuses
("Transaction Bonuses") and to Odyssean Enterprises Ltd for the provision of
the services of Sangita Shah (the "Additional Services Fee"), in each case,
conditional upon the Acquisition becoming Effective ("Additional Remuneration
Payments"). The aggregate amount of the Additional Remuneration Payments is
£846,474 (excluding employer's National Insurance contributions) consisting
of the following payments: (i) Sangita Shah: £126,000; (ii) David Bullen:
£320,987; (iii) Clive Lovett: £199,744; and (iv) Lee Venables: £199,744.
Further details of the Additional Remuneration Payments will be set out in the
Scheme Document.
As required by, and solely for the purposes of Rule 16.2 of the Takeover Code,
Canaccord Genuity has confirmed that, in its opinion, the terms of the
Consultancy Agreements are fair and reasonable. In providing its opinion,
Canaccord Genuity has taken into account the commercial assessments of the
Kinovo Directors (other than David Bullen and Clive Lovett, who would
personally benefit from the Consultancy Agreements).
The Consultancy Agreements, the Transaction Bonuses and the Additional
Services Fee are collectively deemed related party transactions under the AIM
Rules for Companies. The independent Kinovo Directors (being Kim Wright and
David Guest, for the purposes of such assessment), having consulted with
Canaccord Genuity, consider the terms of those transactions to be fair and
reasonable insofar as Kinovo Shareholders are concerned.
6. Irrevocable undertakings and the letter of intent
In addition to the irrevocable undertakings from the Kinovo Directors
described above, Sureserve has received:
· irrevocable undertakings to vote in favour (or procure the voting
in favour, as applicable) of the Scheme at the Court Meeting and Resolution(s)
to be proposed at the General Meeting (or, in the event that the Acquisition
is implemented by way of an Offer, to accept or procure the acceptance of such
Offer) from certain other Kinovo Shareholders in respect of a total of
23,167,486 Kinovo Shares representing, in aggregate, approximately 36.56 per
cent. of Kinovo's total issued ordinary share capital as at the close of
business on the Last Practicable Date; and
· a letter of intent to vote in favour (or procure the voting in
favour, as applicable) of the Scheme at the Court Meeting and the
Resolution(s) at the General Meeting (or, in the event that the Acquisition is
implemented by way of an Offer, to accept or procure the acceptance of such
Offer) from another Kinovo Shareholder in respect of a total of 1,471,200
Kinovo Shares representing, in aggregate, approximately 2.32 per cent. of
Kinovo's total issued ordinary share capital as at the close of business on
the Last Practicable Date.
Accordingly, Sureserve has received irrevocable undertakings (including those
irrevocable undertakings from the Kinovo Directors who own Kinovo Shares), and
the letter of intent, in respect of, in respect of in aggregate, 29,809,658
Kinovo Shares representing approximately 47.05 per cent. of Kinovo's total
issued ordinary share capital as at the close of business on the Last
Practicable Date.
Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) and the letter of intent are set out in
Appendix 3 to this announcement.
7. Information relating to the Sureserve Group and Cap10 Partners
The Sureserve Group
The Sureserve Group is a leading compliance and energy services provider to
the social infrastructure sector in the UK. The Sureserve Group delivers its
services under its "Sureserve" brand nationally and is a strategic partner for
local authorities and housing associations nationwide.
The Sureserve Group operates two business units, namely Compliance Services
and Energy Services. Between the business units the group provides testing,
inspection, installation, maintenance, and consulting services to enable the
safe, efficient, and effective use of social infrastructure for the community.
Sureserve's compliance services business benefits from long-term relationships
and contracts with a number of the UK's largest social housing providers and
local authorities. Through these partnerships, the Sureserve Group tests,
inspects, and maintains existing social infrastructure for its clients.
Through its energy services business, the Sureserve Group helps social
infrastructure owners improve the energy efficiency of their assets and
deliver on their energy transition goals. The Sureserve Group energy services
business unit is playing an important role in the UK transition to "Net Zero".
The Sureserve Group was founded in 1988 and is headquartered in Holborn,
currently employing in excess of 3700 employees across 43 offices in the UK.
Sureserve Group Limited, the parent company of the Sureserve Group, was
previously a company whose shares were traded on AIM until its admission to
AIM was cancelled on 11 July 2023, shortly following its acquisition by Cap10
Bidco.
Cap10 Partners
Cap10 Partners is a FCA regulated specialist Pan-European mid-market private
equity firm focused on transactions with an enterprise value of €100 to
€500 million. The firm was created by financial entrepreneurs to
meaningfully support talented operational entrepreneurs to impact 'societally
purposeful' businesses with defensible competitive advantages across the
business services, healthcare and public infrastructure sectors. Cap10
Partners bring deep expertise across the European large-cap and mid-cap
sectors.
The Cap10 Partners team is driven by a commitment to positively contribute to
the ecosystem at large, based on authenticity, fairness and integrity -
valuing ethical and commercial considerations equally to ensure they are doing
the right thing, taking all stakeholders into consideration. Cap10 Partners
embodies ESG by setting an example by being a carbon neutral company from its
first year of operation.
The Cap10 Partners team is guided by a set of core values set out below that
drive innovation, collaboration and excellence in everything and help make a
positive impact on society:
· Passion - in building businesses that thrive beyond our
stewardship.
· Agility - to take a nimble approach, and adapt swiftly to the
needs of each situation.
· Creativity - to build strong conviction to uncover unique
opportunities.
· Care - and Empathy to achieve the best outcomes for all
stakeholders.
· Talent - attract diverse talent and help them realise their
potential by cultivating a fun, collaborative and entrepreneurial environment,
a true 'people-first' approach.
Cap10 Bidco
Cap10 Bidco is a company indirectly owned by funds advised or managed by affiliates of Cap10. Cap10 Bidco was incorporated in relation to the acquisition of Sureserve Group Limited.
8. Information relating to Kinovo
Kinovo is a leading UK provider of specialist property services, delivering
safety, compliance, and sustainability solutions to housing associations and
local authorities.
Kinovo delivers mechanical, electrical and building services through three
long-established and complementary subsidiaries - Dunhams, Purdy and
Spokemead. Dunhams offers a complete range of electrical, mechanical, general
building and renewable energy services for local authorities, social housing,
education and the private sectors. Purdy is a well-established mechanical,
electrical, building services and renewable energy contractor based in North
East London. Spokemead has acted as the principal contractor for electrical
installation, repairs and maintenance for the last 25 years in one of the
largest boroughs in London.
Kinovo was admitted to AIM on 6 March 2015 and currently has more than 240
employees.
Kinovo current trading and outlook
Kinovo issued its unaudited interim results for the six-month period ended 30
September 2024 on 26 November 2024 ("Kinovo Interim Results"), which are
available on Kinovo's website at
https://irpages2.equitystory.com/websites/rns_news/English/1100/news-tool---rns---eqs-group.html?article=34713808&company=bilby
(https://irpages2.equitystory.com/websites/rns_news/English/1100/news-tool---rns---eqs-group.html?article=34713808&company=bilby)
. The Kinovo Interim Results announcement included the following statement on
the outlook for the Kinovo Group:
"The Board is confident that the momentum achieved in H1 will continue for the
remainder of the financial year.
Whilst revenue outturn will partially depend on resultant mix of works, the
Group's trading for the full year is now expected to be moderately ahead of
the Board's previous expectations.
The Group is also well positioned to continue its year-on-year positive
trajectory, mitigating the impact of the Chancellor's National Insurance and
National Living Wage uplifts for the following year."
The momentum from H1 FY25 has continued into H2 FY25 as earlier outlined by
the Kinovo Board, with a customarily strong end of the fourth quarter in FY25.
The financial outturn for FY25 does however remain subject to audit processes
but the Kinovo Board currently expects to report that EBITDA is marginally
ahead of its prior expectations at the time of the Kinovo Interim Results.
Revenue outturn will however reflect the resultant mix of higher margin works.
Furthermore, following recent confirmation of practical completion for the
penultimate project, all nine projects in relation to the discontinued legacy
operations of DCB (Kent) Ltd are now complete.
9. Sureserve's intentions regarding the Kinovo business, directors, management, employees and locations
Sureserve's strategic plans
Sureserve believes that the focus Kinovo has on compliance and energy
transition in social housing will assist in enhancing Sureserve's strategy of
focusing on delivering energy transition to the social housing sector, with
Kinovo's particular focus on retrofit and renewables. This enhanced focus
combined with Sureserve's delivery of a full range of compliance services to
the social housing sector, including electrical and heating services, in the
opinion of the Sureserve Board will enhance the service that Sureserve will be
able to provide to the client base of the Combined Group.
Brand
Over the long-term, Sureserve intends that, following Completion, all of the
businesses of the Combined Group will operate under the Sureserve brand. The
timing of any change from the existing brands used within the Kinovo Group to
the Sureserve brand will be reviewed following Completion, with Sureserve
intending to have completed its review within 6 months from Completion.
Technology
Sureserve recognises that in order to operate most effectively as a combined
business following Completion, the technology and IT platforms ought to be
consistent across the Combined Group. Sureserve intends to integrate Kinovo on
to the IT systems of the Sureserve Group, however the timing of such
integration will be determined after Completion following a comprehensive
review of Kinovo's current arrangements. Sureserve intends to have completed
its review of Kinovo's current arrangements within 6 months from Completion.
Employees, management and directors
The Sureserve Board intends, within approximately three to four months from
Completion, to complete an integration review of the operations of the Kinovo
Group, alongside the operations of the Sureserve Group, to more accurately
assess the organisational structures of the two groups, how they will be best
integrated and any overlap or unnecessary duplication of functions across the
two businesses. Such review aims to ensure that the Combined Group is able to
maximise its focus on its customers and continue to provide service
excellence.
Sureserve believes that the social housing market is best served by local
management driving quality local operations and staying close to their
customers. As such, Kinovo front-line staff, customer contact staff and
contract or relationship managers ("Kinovo Front-line Staff") are central to
Sureserve's plans to continue to deliver service excellence. Sureserve
confirms that it does not intend to make any material changes to the employee
population of the Kinovo Front-line Staff.
At this stage, Sureserve does not know the extent or composition of any
potential overhead synergies across the two groups which may be identified in
the integration review. The Sureserve Board currently intends, however, that
as a result of (a) Kinovo (which is currently a stock market traded company)
becoming, following Completion, a private business within the Combined Group
and (b) the intended consolidation, post-Completion, of the co-located Kinovo
Group's headquarters into Sureserve's head office in Holborn, London, certain
duplicative and/or unnecessary roles and functions will likely arise in the
corporate centre of the Combined Group, including in Kinovo's head office
functions (for example in legal, finance, HR and other corporate functions),
which may lead to the rationalisation of certain corporate centre roles and
functions and therefore a material impact on the headcount in these areas.
Despite Sureserve's intentions referred to above, Sureserve is unable to
prejudge the results of its integration review. The implementation of any
reductions in employee headcount, following the conclusion of the integration
review, will be subject to comprehensive planning, engagement and consultation
with employees and their representatives, including as required by applicable
law. However, outside of the central areas identified above, Sureserve does
not anticipate that there will be any material headcount impact on Kinovo
Group employee numbers.
Sureserve confirms that the existing contractual and statutory employment
rights, including pension rights, of all Kinovo Group management and employees
will be safeguarded in accordance with applicable law.
Sureserve also recognises and values the experience and the quality of
leadership skills of Kinovo's senior management. However, it is intended that
Kinovo's Chief Executive Officer and Chief Financial Officer, David Bullen and
Clive Lovett will step down from their positions, as directors of Kinovo, with
effect from Completion. It has been agreed with each of Mr Bullen and Mr
Lovett, however, that they will continue to be employed by Kinovo, for a short
period following the Effective Date and thereafter become consultants of
Kinovo, to assist with the effective integration of Sureserve and Kinovo.
Further details on these arrangements are contained in paragraph 5 above and
will also be provided in the Scheme Document, when published.
Since Kinovo's admission to trading on AIM will be cancelled, on or very
shortly following the Effective Date, it is also intended that the
non-executive directors of Kinovo will step down from the Kinovo Board, on the
Effective Date, on terms to be agreed.
Pensions
The Kinovo Group currently operates defined contribution pension arrangements
for its management and employees and has no exposure under any form of defined
benefit (final salary) pension scheme. The Sureserve Board intends to maintain
the rates of contribution made to the pension arrangements of continuing
management and employees of the Kinovo Group.
Management incentive arrangements and other employment and incentive
arrangements
Sureserve intends to review, shortly following Completion, the management,
governance and incentive structures of the Kinovo Group. Save in connection
with the new employment terms for David Bullen and Clive Lovett which are
referenced above, in respect of their transitional roles in the Kinovo Group
following Completion, Sureserve has not entered into, nor had any discussions
on proposals to enter into, any form of incentive arrangements with any of the
existing members of Kinovo's management, nor does it intend to do so prior to
Completion.
Sureserve intends, however, shortly following Completion, to review the
current incentive arrangements for Kinovo management to ensure that management
are appropriately incentivised to drive service quality and performance.
Sureserve will also be looking to align following Completion, the bonus/
incentivisation arrangements of the management of the Sureserve Group and
Kinovo Group, for management in equivalent roles. In particular, since the
Sureserve Group reports to a financial year end of 30 September (whilst Kinovo
reports to a 31 March year-end), Sureserve would intend to align the relevant
performance period for the bonus arrangements of Kinovo Group employees so
that such period, in the future, ends on 30 September of each year. Sureserve
intends that such alignment would happen, to the extent practicably possible,
by the start of Sureserve's new financial year commencing 1 October 2025, but
if that were not possible, by 1 April 2026.
Save as referred to above, Sureserve does not currently envisage there being
any material change in the conditions of employment or in the balance of the
skills and functions of the Kinovo Group employees and management.
Locations of business, headquarter functions, fixed assets and research and
development
As indicated above, following Completion, it is intended that the Kinovo Group
business operations headquarter functions will be consolidated into the
Sureserve Group's headquarters in Holborn. Sureserve intends to review the
Kinovo Group's property leasehold arrangements in the ordinary course to
ensure they continue to meet the Combined Group's operating needs moving
forward. Sureserve expects that this review may result in the rationalisation
or extension of all or some of the Kinovo Group's property leasehold
arrangements. Sureserve intends to have concluded its review within 6 months
from Completion.
As part of its integration review, Sureserve intends to review the Kinovo
Group's vehicle fleet and leases, with a view to, at some point in the future,
consolidating them within the Sureserve fleet policy. Sureserve intends to
have concluded its review within 8 months from Completion.
Other than as referred to above, Sureserve does not intend to make any
material changes with respect to the redeployment of Kinovo's fixed asset base
or to change the locations of business of the Kinovo Group.
Kinovo does not currently have a research and development function and,
therefore, Sureserve has no plans in this regard.
Trading facilities
The Kinovo Shares are currently admitted to trading on AIM. As described in
paragraph 15 below, prior to the Effective Date, it is intended that an
application will be made to the London Stock Exchange for admission of the
Kinovo Shares to trading on AIM to be cancelled with effect from or shortly
following the Effective Date.
Post-offer undertakings
No statements in this paragraph 9 constitute "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
10. Share Plans
Participants in the Kinovo Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the Kinovo Share Plans and provided
with further details concerning any proposals that will be made for their
share incentive awards in due course. Details of these proposals will be set
out in the Scheme Document and in separate letters to be sent to participants
in the Kinovo Share Plans.
11. Financing of the Acquisition
The Consideration payable by Sureserve to Kinovo Shareholders pursuant to the
terms of the Acquisition will be financed by a new interim debt facility
provided by new lenders to Sureserve's indirect parent company.
Rothschild & Co, in its capacity as sole financial adviser to Sureserve, is satisfied that sufficient cash resources are available to Sureserve to satisfy in full the Consideration payable to the Kinovo Shareholders pursuant to the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Offer-related arrangements
Confidentiality Agreement
On 18 February 2025, Sureserve and Kinovo entered into a confidentiality
agreement pursuant to which Sureserve undertook, among other things: (i) to
keep, and procure that certain of its related parties and representatives
keep, certain information relating to Kinovo and the Acquisition confidential
and not to disclose it to third parties (other than permitted parties) unless
required by law or regulation, among other exceptions; and (ii) to use such
confidential information solely for the agreed purpose in relation to the
Acquisition (the "Confidentiality Agreement"). These confidentiality
obligations will remain in force for the earlier of: (i) a period of two years
from the date of the Confidentiality Agreement, and (ii) the Effective Date.
The Confidentiality Agreement also contains undertakings from Sureserve that,
for a period of 12 months from the date of the Confidentiality Agreement, and
subject to customary carve-outs for general advertisements and unsolicited
approaches, the Sureserve Group shall not solicit or endeavour to entice away
senior employees of the Kinovo Group.
Clean Team Agreement
Kinovo and Sureserve have entered into a clean team agreement dated 5 March
2025, which sets out, among other things, how confidential information in
respect of Kinovo that is competitively sensitive can be disclosed, used or
shared with Sureserve's clean team individuals and/or external advisers
retained by Sureserve (the "Clean Team Agreement").
Cooperation Agreement
Kinovo and Sureserve have entered into a cooperation agreement dated 14 May 2025, pursuant to which Sureserve has agreed to use all reasonable endeavours to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. Kinovo and Sureserve have agreed to co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner for the purposes of implementing the Acquisition and/or in connection with any regulatory clearances. Kinovo and Sureserve have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation (the "Cooperation Agreement").
The Cooperation Agreement will be terminated, amongst other things (i) upon written notice served by Sureserve where: (a) if the Kinovo Board's recommendation is withdrawn, qualified or changed in a manner that is adverse in the context of the Acquisition (b) the Kinovo Director's recommend a competing proposal, (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes, (d) the Kinovo Board does not include their recommendation of the Acquisition in the Scheme Document, (e) if after approval of the Resolution(s), the Kinovo Directors announce that they will not implement the Scheme (other than in connection with Sureserve switching to an Offer or because a Condition has failed or become incapable of fulfilment or satisfaction; (ii) upon written notice of either party where (a) prior to the Long-Stop Date, a competing offer becomes effective or is declared unconditional; (b) the Acquisition is withdrawn, terminates or lapses in accordance with its terms (subject to certain carve outs); (c) prior to the Long-Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, Sureserve has confirmed that it will not waive said Condition, becomes incapable of satisfaction by the Long-Stop Date in circumstances where invocation of the relevant Condition is permitted by the Panel; (d) the Scheme and/or the Resolutions are not approved at the Meetings; or (iii) if the parties agree in writing.
13. Scheme of arrangement
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between Kinovo and the Scheme
Shareholders under Part 26 of the Companies Act 2006 (although Sureserve
reserves the right to implement the Acquisition by means of an Offer, subject
to the consent of the Panel and the terms of the Cooperation Agreement).
The purpose of the Scheme is to provide for Sureserve to become owner of the
whole of the issued and to be issued ordinary share capital of Kinovo. Under
the Scheme, the Acquisition is to be achieved by the transfer of the Scheme
Shares held by Scheme Shareholders to Sureserve in consideration for which
Scheme Shareholders will receive the Consideration on the basis set out in
paragraph 2 of this announcement. The process involves, amongst other things,
an application by Kinovo to the Court to sanction the Scheme. The transfer to
Sureserve of the Kinovo Shares will result in Kinovo becoming a wholly-owned
subsidiary of Sureserve.
The Acquisition will be subject to the Conditions and further terms and
conditions referred to in Appendix 1 to this announcement (and to be set out
in the Scheme Document) and will only become Effective if, among other things,
the following events occur on or before the Long-Stop Date:
· the approval of the Scheme being granted by a majority in number
representing not less than 75 per cent. in value of Scheme Shareholders (or
the relevant class or classes thereof) who are present and voting (and who are
entitled to vote), either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court (or, in each
case, at any adjournment, postponement or reconvention thereof);
· the Resolutions(s) facilitating the implementation of the Scheme
being duly passed by the requisite majorities of the votes cast in person or
by proxy at the General Meeting or at any adjournment, postponement or
reconvention thereof;
· following the Meetings and satisfaction and/or waiver (where
applicable) of the other Conditions, the Scheme being sanctioned by the Court
(with or without modification, but subject to any modification being on terms
acceptable to Sureserve and Kinovo); and
· following the sanction of the Scheme by the Court, a copy of the
Scheme Court Order being delivered to the Registrar of Companies for
registration.
The Acquisition will lapse if:
· the Court Meeting and the General Meeting are not held on or
before the twenty second (22(nd)) day after the expected date of such
Meetings, as set out in the Scheme Document in due course (or such later date
as may be agreed between Sureserve and Kinovo, with the consent of the Panel
and, if required, the Court);
· the Court Sanction Hearing is not held on or before the twenty
second (22nd) day after the expected date of such hearing, as set out in the
Scheme Document in due course (or such later date as may be agreed between
Sureserve and Kinovo, with the consent of the Panel and, if required, the
Court); or
· the Scheme does not become effective on or before the Long-Stop
Date.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and/or General Meeting (and, if they attended and voted, whether
or not they voted in favour); and (ii) the Consideration for the transfer of
the Scheme Shares to Sureserve will be settled no later than fourteen (14)
days after the Effective Date. In addition, share certificates in respect of
the Kinovo Shares will cease to be valid and entitlements to Kinovo Shares
held within CREST will be cancelled.
Any Kinovo Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolution(s) to be proposed at the General Meeting
will, amongst other matters, provide that the Kinovo Articles be amended to
incorporate provisions requiring any Kinovo Shares issued after the Scheme
Record Time (other than to Sureserve and/or its nominees) to be automatically
transferred to Sureserve on the same terms as the Acquisition (other than
terms as to timings and formalities). The provisions of the Kinovo Articles
(as amended) will avoid any person (other than Sureserve and/or its nominees)
holding Kinovo Shares after the Effective Date.
It is expected that the Scheme Document containing further information about
the Acquisition, the expected timetable for the implementation of the Scheme
and notices of the Court Meeting and General Meeting, together with the Forms
of Proxy, will be published as soon as possible and, in any event, within 28
days of the date of this announcement (unless otherwise agreed between
Sureserve and Kinovo with the consent of the Panel). The Acquisition will
lapse if the Scheme does not become Effective by the Long-Stop Date (or such
later date as Sureserve and Kinovo may agree, with the consent of the Panel
and as the Court may approve, if such approval is required).
Subject, among other things, to the satisfaction or (where applicable) waiver
of the Conditions, it is expected that the Scheme will become Effective by
early July 2025.
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange (including pursuant to the AIM Rules) and the Companies Act 2006.
14. Disclosure of interests
Except for the irrevocable undertakings referred to in paragraphs 4 and 6
above, as at the Last Practicable Date, neither Cap10 nor Sureserve, nor any
of the their respective directors, nor, so far as Sureserve is aware, any
person acting in concert (within the meaning of the Takeover Code) with
Sureserve:
· had any interest in, or right to subscribe for, any Kinovo
Shares;
· had any short position in Kinovo Shares, including any short
position under a derivative, any agreement to sell, any delivery obligation or
right to require another person to purchase or take delivery of relevant
securities of Kinovo;
· had borrowed or lent any relevant securities of Kinovo or entered
into any financial collateral arrangements relating to relevant securities of
Kinovo; or
· was a party to any dealing arrangement of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover Code in
relation to relevant securities of Kinovo.
It has not been practicable for Sureserve to make enquiries of all of its
concert parties in advance of the release of this announcement. Therefore, if
Sureserve becomes aware, following the making of such enquiries, that any of
its concert parties have any additional interests in the relevant securities
of Kinovo, all relevant details in respect of Sureserve concert parties will
be included in Sureserve Opening Position Disclosure in accordance with Rule
8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.
15. Cancellation of admission to trading of the Kinovo Shares on AIM and re-registration
Prior to the Effective Date, it is intended that applications will be made to
the London Stock Exchange for admission of the Kinovo Shares to trading on AIM
to be cancelled with effect from or shortly following the Effective Date.
The last day of dealings in, and registration of transfers of, Kinovo Shares
on AIM is expected to be the Business Day immediately prior to the Effective
Date, and no transfers will be registered after 6.00 p.m. (London time) on
that date.
Upon the Scheme becoming Effective, Sureserve will acquire the Kinovo Shares
fully paid and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto including the right to receive and
retain all dividends and distributions declared, made or paid by reference to
a record date after the Effective Date.
On the Effective Date, Kinovo will become a wholly-owned subsidiary of
Sureserve and share certificates in respect of Kinovo will cease to be valid
and should be destroyed. In addition, entitlements held within the CREST
system to the Kinovo Shares will be cancelled on the Effective Date.
It is also intended that Kinovo will be re-registered as a private limited
company and for this to take place as soon as practicable following the
Effective Date.
16. General
Sureserve reserves the right to elect (with the consent of the Panel and
subject to the terms of the Cooperation Agreement) to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the Offer in
accordance with the provisions of the Cooperation Agreement.
If the Acquisition is effected by way of an Offer and such Offer becomes, or
is declared, unconditional in all respects and sufficient acceptances are
received, Sureserve intends to: (i) request that the London Stock Exchange
cancel admission of the Kinovo Shares to trading on AIM; and (ii) exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act
2006 to acquire compulsorily the remaining Kinovo Shares in respect of which
the Offer has not been accepted.
The Acquisition will be subject to the Conditions and further terms set out in
this announcement, including Appendix 1 to this announcement and to the full
terms and conditions which will be set out in the Scheme Document. Appendix 2
to this announcement contains the bases of calculations and sources and bases
of certain information contained in this summary and this announcement.
Appendix 3 to this announcement contains details of the irrevocable
undertakings and the letter of intent received by Sureserve. Appendix 4 to
this announcement contains definitions of certain terms used in the summary
and in this announcement.
Rothschild & Co and Canaccord Genuity have each given and not withdrawn
their consent to the publication of this announcement and the inclusion herein
of the references to their names in the form and context in which they appear.
17. Documents available on a website
Copies of the following documents will by no later than 12 noon (London time)
on the Business Day following this announcement, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, be
available on Sureserve's website at
https://www.sureserve.co.uk/OfferforKinovo/
(https://www.sureserve.co.uk/OfferforKinovo/) and 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/) until the end of the
Offer Period:
· this announcement;
· the irrevocable undertakings and the letter of intent referred to
in paragraphs 4 and 6 above;
· the Confidentiality Agreement referred to in paragraph 12 above;
· the Clean Team Agreement referred to in paragraph 12 above;
· the Cooperation Agreement referred to in paragraph 12 above;
· the interim facility agreement and other documentation relating
to the financing of the Acquisition, referred to in paragraph 11 above; and
· the consent letters from each of Rothschild & Co and
Canaccord Genuity referred to in paragraph 16 above.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this announcement.
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
Addleshaw Goddard LLP is acting as legal adviser to Sureserve. Dorsey &
Whitney (Europe) LLP is acting as legal adviser to Kinovo.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form any part of any offer, invitation or the
solicitation of an offer to purchase or otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in Kinovo or
Sureserve in any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the terms of the
Scheme Document (or, in the event that the Acquisition is to be implemented by
way of an Offer, the Offer Document) which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote or other decision in respect of, or other response
to, the Acquisition, should be made only on the basis of information contained
in the Scheme Document (or, in the event that the Acquisition is to be
implemented by way of an Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended). If you are resident in the United
Kingdom or, if not, from an appropriately authorised independent financial
adviser.
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 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 Kinovo, contains 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 Kinovo (as applicable) 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 relating to the expected effects of the Acquisition on Sureserve
and Kinovo (including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition and other statements other
than historical facts. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Sureserve,
Kinovo, any member of the Sureserve Group's or any member of the Kinovo
Group's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of global economic conditions and governmental regulation on
the business of any member of the Sureserve Group or any member of the Kinovo
Group.
Although Sureserve, Cap10 Partners and Kinovo believe that the expectations
reflected in such forward-looking statements are reasonable, Sureserve, Cap10
Partners and Kinovo can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. Neither Sureserve, Cap10 Partners
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.
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 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 disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; and changes
in the anticipated benefits from the proposed Acquisition not being realised
as a result of: changes in general economic and market conditions in the
countries in which Sureserve and Kinovo operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which 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 Sureserve, Cap10
Partners 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. You are cautioned not to
place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
Other than in accordance with their legal or regulatory obligations, neither
Sureserve nor Kinovo is under any obligation, and Sureserve, Cap10 Partners
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.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
(1) 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) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the tenth (10(th)) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10(th)) 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 (1) 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.
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 of the Takeover Code).
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 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) on Sureserve's
website at https://www.sureserve.co.uk/OfferforKinovo/
(https://www.sureserve.co.uk/OfferforKinovo/) and Kinovo's website at
https://www.kinovoplc.com/investors/recommended-offer/
(https://www.kinovoplc.com/investors/recommended-offer/) , by no later than 12
noon (London time) on the Business Day following this announcement. The
content of any website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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.
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 Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover 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.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be sent in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
For the purposes of Rule 2.9 of the Takeover Code, Kinovo confirms that, as at
the date of this announcement, it had in issue 63,361,315 ordinary shares of
£0.10 each. The International Securities Identification Number (ISIN) for the
Kinovo Shares is GB00BV9GHQ09. There are no Kinovo Shares held in treasury.
Market Abuse Regulation and responsibility
This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication
of this announcement, this information is now considered to be in the public
domain. The person responsible for arranging the release of this announcement
on behalf of Kinovo is Sangita Shah, Non-Executive Chair.
APPENDIX 1
PART A: CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long-Stop Date or such
later date (if any) as Sureserve and Kinovo may, with the consent of the
Panel, agree and (if required) the Court may allow.
Scheme approval
2. The Scheme will be conditional upon:
(A) (i) its approval by a majority in number representing not
less than 75 per cent. in value of the Scheme Shareholders who are on the
register of members of Kinovo (or the relevant class or classes thereof, if
applicable) at the Voting Record Time, present and voting (and entitled to
vote), whether in person or by proxy, at the Court Meeting and at any separate
class meeting which may be required by the Court (or at any adjournment of any
such meeting); and (ii) such Court Meeting and any such separate class meeting
being held on or before the twenty second (22nd) day after the expected date
of the Court Meeting to be set out in the Scheme Document (or such later date,
if any, as may be agreed in writing between Sureserve and Kinovo with the
consent of the Panel and the approval of the Court (if such approval is
required));
(B) (i) the Resolution(s) being duly passed by the requisite
majority or majorities of Kinovo Shareholders at the General Meeting or at any
adjournment thereof and (ii) such General Meeting being held on or before the
twenty second (22nd) day after the expected date of the General Meeting to be
set out in the Scheme Document (or such later date, if any, as may be agreed
in writing between Sureserve and Kinovo with the consent of the Panel and the
approval of the Court (if such approval is required)); and
(C) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being acceptable to
Sureserve and Kinovo); (ii) the Court Sanction Hearing being held on or before
the twenty second (22nd) day after the expected date of the Court Sanction
Hearing to be set out in the Scheme Document (or such later date, if any, as
may be agreed in writing between Sureserve and Kinovo with the consent of the
Panel and the approval of the Court (if such approval is required)); and (iii)
the delivery of a copy of the Scheme Court Order to the Registrar of Companies
in England and Wales for registration.
General conditions
In addition, subject as stated in Part B below and to the requirements of the
Panel, Sureserve and Kinovo have agreed that the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived.
Regulatory clearances
3. One of the following having occurred:
(A) the CMA having indicated in a response to a briefing paper
that it has no further questions at that stage in relation to the Acquisition;
and as at the date on which all other Conditions are satisfied or waived, the
CMA has not:
(i) requested submission of a merger notice pursuant to
section 96 of the Enterprise Act 2002;
(ii) indicated to either party that it intends, or is
considering whether, to commence a Phase 1 investigation;
(iii) indicated that the statutory review period in which the
CMA has to decide whether to make a reference under section 34ZA Enterprise
Act 2002 has begun; nor
(iv) requested documents, information or attendance by witnesses
(including under section 109 of the Enterprise Act 2002) which may indicate
that it intends to commence the aforementioned statutory review period in
respect of the Acquisition; or
(B) where the CMA has commenced an investigation following the
submission of a merger notice or a briefing paper, the CMA in accordance with
section 33(1) of the Enterprise Act 2002, announcing that it has decided not
to refer the Transaction to the chair of the CMA for the constitution of a
group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a
"Referral"), such decision being either unconditional or conditional on the
CMA's acceptance of undertakings in lieu under Section 73 of the Enterprise
Act 2002 which are reasonably satisfactory to Sureserve (or the applicable
time period for the CMA to issue either decision having expired without it
having done so and without it having made a Phase 2 CMA Reference) and there
having been no decision by the Secretary of State to make a reference under
sections 45 or 62 of the Enterprise Act 2002.
Other third party clearances
4. The waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Kinovo Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition,
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, Kinovo by Sureserve or any member of the Wider
Sureserve Group.
5. All necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Acquisition
or the acquisition by any member of the Wider Sureserve Group of any shares or
other securities in, or control of, Kinovo and all authorisations, orders,
grants, recognitions, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals reasonably deemed necessary
or appropriate by Sureserve or any member of the Wider Sureserve Group for or
in respect of the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control of, Kinovo or any member of the
Wider Kinovo Group by any member of the Wider Sureserve Group having been
obtained in terms and in a form reasonably satisfactory to Sureserve from all
appropriate Third Parties or persons with whom any member of the Wider Kinovo
Group has entered into contractual arrangements and all such authorisations,
orders, grants, recognitions, determinations, confirmations, consents,
licences, clearances, permissions, exemptions and approvals deemed necessary
or appropriate to carry on the business of any member of the Wider Kinovo
Group which are material in the context of the Sureserve Group or the Kinovo
Group as a whole or for or in respect of the Acquisition including, without
limitations, its implementation or financing remaining in full force and
effect and all filings necessary for such purpose having been made and there
being no notice or intimation of any intention to revoke or not to renew any
of the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with.
6. No Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(A) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider Sureserve Group or any member of the Wider Kinovo Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider Sureserve Group or the Wider Kinovo Group in either case
taken as a whole or in the context of the Acquisition;
(B) other than in implementation of the Acquisition, require any
member of the Wider Kinovo Group or the Wider Sureserve Group to acquire or
offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Kinovo Group owned by any Third Party;
(C) require, prevent or delay the divestiture by any member of
the Wider Sureserve Group of any shares or other securities in Kinovo;
(D) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Sureserve Group directly or
indirectly to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider Kinovo
Group or the Wider Sureserve Group or to exercise voting or management control
over any such member;
(E) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Sureserve Group or of any member of the
Wider Kinovo Group to an extent which is material in the context of the Wider
Sureserve Group or the Wider Kinovo Group in either case taken as a whole or
in the context of the Acquisition;
(F) make the Acquisition or its implementation or the
Acquisition or proposed Acquisition by Sureserve or any member of the Wider
Sureserve Group of any shares or other securities in, or control of Kinovo
void, illegal, and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit delay or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto;
(G) impose any limitation on the ability of any member of the
Wider Kinovo Group to co-ordinate its business, or any part of it, with the
businesses of any other members which is adverse to and material in the
context of the Wider Kinovo Group taken as a whole or in the context of the
Acquisition; or
(H) result in any member of the Wider Kinovo Group ceasing to be
able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any jurisdiction in respect of
the Acquisition or the Scheme or the acquisition or proposed acquisition of
any Kinovo Shares having expired, lapsed or been terminated.
Certain matters arising as a result of any arrangement, agreement etc.
7. Save as Disclosed, there being no provision of any
agreement, arrangement, licence, lease, franchise, permit or other instrument
to which any member of the Wider Kinovo Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which as a consequence of the Acquisition or the
proposed acquisition of any shares or other securities (or equivalent) in
Kinovo or because of a change in the control or management of Kinovo or
otherwise, could or might reasonably be expected to result in any of the
following to an extent which is material and adverse in the context of the
Wider Kinovo Group, or the Wider Sureserve Group, in either case taken as a
whole, or in the context of the Acquisition:
(A) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any member of the
Wider Kinovo Group, being or becoming repayable or capable of being declared
repayable immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(B) any such agreement, arrangement, lease, licence, franchise,
permit or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Kinovo Group thereunder
being terminated or adversely modified or affected or any obligation or
liability arising or any action being taken or arising thereunder;
(C) any asset or interest of any member of the Wider Kinovo
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any such member otherwise than in the ordinary course of business;
(D) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any member of the Wider Kinovo Group;
(E) the rights, liabilities, obligations or interests of any
member of the Wider Kinovo Group, or the business of any such member with, any
person, firm, company or body (or any arrangement or arrangements relating to
any such interest or business) being terminated, adversely modified or
affected;
(F) the value of any member of the Wider Kinovo Group or its
financial or trading position or prospects being prejudiced or adversely
affected;
(G) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(H) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Kinovo Group (including any material
tax liability or any obligation to obtain or acquire any material
authorisation, order, grant, recognition, determination, confirmation,
consent, licence, clearance, permission, exemption, approval, notice, waiver,
concession, agreement or exemption from any Third Party or any person) other
than trade creditors or other liabilities incurred in the ordinary course of
business or in connection with the Acquisition,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Kinovo Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (A) to (H) of this Condition.
Certain events occurring since Last Accounts Date
8. Save as Disclosed, no member of the Wider Kinovo Group
having, since the Last Accounts Date:
(A) save as between Kinovo and wholly-owned subsidiaries of
Kinovo or for Kinovo Shares issued under or pursuant to the exercise of
options and vesting of awards granted in the ordinary course under the Kinovo
Share Schemes, issued or agreed to issue, authorised or proposed the issue of
additional shares of any class (including, without limitation, Kinovo Shares);
(B) save as between Kinovo and wholly-owned subsidiaries of
Kinovo or for the grant of options and awards and other rights granted under
the Kinovo Share Schemes, issued or agreed to issue, authorised or proposed
the issue of securities convertible into, or exchangeable for, shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;
(C) other than to another member of the Kinovo Group, prior to
the Acquisition becoming Effective, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus, any dividend or other
distribution or other form of capital return whether payable in cash or
otherwise other than dividends (or other distributions whether payable in cash
or otherwise) lawfully paid or made by any wholly owned subsidiary of Kinovo
to Kinovo or any of its wholly owned subsidiaries;
(D) save for intra-Kinovo Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any assets or any right,
title or interest in any asset (including shares and trade investments) or
authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent material in the context of the Wider Kinovo Group taken as a whole;
(E) save for intra-Kinovo Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan
capital in each case, to the extent material in the context of the Wider
Kinovo Group taken as a whole;
(F) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Kinovo Group transactions),
save in the ordinary course of business, incurred or increased any
indebtedness or become subject to any contingent liability;
(G) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs 8(A) or 8(B)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider Kinovo Group taken as
a whole or in the context of the Acquisition;
(H) save for intra-Kinovo Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
(I) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which:
(i) is of a long term, onerous or unusual nature or magnitude
or which involves or could involve an obligation of such nature or magnitude
(other than in the ordinary course of business); or
(ii) would or could reasonably be expected to be materially
restrictive on the businesses of any member of the Wider Kinovo Group or the
Wider Sureserve Group (other than to a nature and extent which is normal in
the context of the business concerned),
and, in either case, is material in the context of the Wider Kinovo Group
taken as a whole or in the context of the Acquisition.
(J) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, or petition
presented or order made for its winding-up, dissolution or reorganisation or
for the appointment of a receiver, administrative receiver, administrator,
manager, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed, in each
case, to the extent material in the context of the Wider Kinovo Group taken as
a whole or in the context of the Acquisition;
(K) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Kinovo Group taken as a whole;
(L) made any material alteration to its memorandum or articles
of association or other incorporation documents;
(M) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(N) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any Acquisition (which remains open for acceptance) with
respect to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 8;
(O) made or agreed or consented to any change to:
(i) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Kinovo Group for its
directors, employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, to the extent material in the context of the Wider Kinovo Group
taken as a whole or in the context of the Acquisition;
(P) save as agreed by the Panel (if required) and by Sureserve,
proposed, agreed to provide or modified the terms of any of the Kinovo Share
Schemes or other benefit constituting a material change relating to the
employment or termination of employment of a material category of persons
employed by the Wider Kinovo Group or which constitutes a material change to
the terms or conditions of employment of any senior employee of the Wider
Kinovo Group or entered into or changed the terms of any contract with any
director or senior executive employed by the Wider Kinovo Group;
(Q) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of Kinovo
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
(R) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or senior
executives of any members of the Wider Kinovo Group; or
(S) waived or compromised any claim which is material in the
context of the Wider Kinovo Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course of business.
No adverse change, litigation or regulatory enquiry
9. Save as Disclosed, since the Last Accounts Date, there has
been:
(A) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Kinovo Group which, in any
such case, is material in the context of the Wider Kinovo Group taken as a
whole or in the context of the Acquisition and no circumstances have arisen
which would or might reasonably be expected to result in such adverse change
or deterioration;
(B) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Kinovo Group is or may
become a party (whether as a claimant, defendant or otherwise) and no enquiry,
review or investigation by, or complaint or reference to, any Third Party or
other investigative body against or in respect of any member of the Wider
Kinovo Group having been instituted, announced, implemented or threatened by
or against or remaining outstanding in respect of any member of the Wider
Kinovo Group which in any such case has or would reasonably be expected to
have a material adverse effect on the Wider Kinovo Group taken as a whole or
in the context of the Acquisition;
(C) no contingent or other liability of any member of the Wider
Kinovo Group having arisen or become apparent to Sureserve which has had or
would reasonably be expected to have a material adverse effect on the Wider
Kinovo Group taken as a whole or in the context of the Acquisition;
(D) no member of the Wider Kinovo Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider Kinovo Group as a whole or in the context
of the Acquisition; and
(E) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Kinovo Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which has had, or would reasonably be expected to have, an
adverse effect which is material in the context of the Wider Kinovo Group
taken as a whole or in the context of the Acquisition.
No discovery of certain matters regarding information, liabilities and
environmental issues
10. Save as Disclosed, Sureserve not having discovered, in each
case to an extent which is material in the context of the Wider Kinovo Group
taken as a whole or in the context of the Acquisition:
(A) that any financial, business or other information concerning
the Wider Kinovo Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Kinovo Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading where the relevant
information has not subsequently been corrected before the date of this
announcement by disclosure either publicly or otherwise to Sureserve or its
professional advisers;
(B) that any member of the Wider Kinovo Group or any
partnership, company or other entity in which any member of the Wider Kinovo
Group has a significant economic interest and which is not a subsidiary
undertaking of Kinovo, is subject to any liability (contingent or otherwise),
other than in the ordinary course of business; or
(C) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Kinovo Group;
(D) any past or present member of the Wider Kinovo Group has
failed to comply with any and/or all applicable legislation, regulations or
other requirements of any Third Party or any Authorisations relating to the
use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
health or animal health or otherwise relating to environmental matters or the
health and safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
whether the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission which non-compliance,
would be likely to give rise to any liability (whether actual or contingent)
or cost on the part of any member of the Wider Kinovo Group;
(E) that there is, or is reasonably likely to be any liability
(whether actual or contingent) of any past or present member of the Wider
Kinovo Group to make good, remediate, repair, reinstate or clean up any
property, asset or any controlled waters currently or previously owned,
occupied, operated or made use of or controlled by any past or present member
of the Wider Kinovo Group (or on its behalf) or in which any such member may
have or previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular,
Authorisation or order of any Third Party; or
(F) circumstances exist (whether as a result of the Acquisition
or otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any past or present member of the Wider Kinovo Group
would be likely to be required to institute, an environmental audit or take
any other steps which would in any such case be reasonably likely to result in
any liability (whether actual or contingent) to improve, modify existing or
install new plant, machinery or equipment or carry out changes in the
processes currently carried out or make good, remediate, repair, reinstate or
clean up any land or other asset currently or previously owned, occupied or
made use of by any past or present member of the Wider Kinovo Group (or on its
behalf) or by any person for which a member of the Wider Kinovo Group is or
has been responsible, or in which any such member may have or previously have
had or be deemed to have had an interest which is material in the context of
the Wider Kinovo Group taken as a whole or the Acquisition.
Anti-corruption, economic sanctions, criminal property and money laundering
11. Save as Disclosed, Sureserve not having discovered that:
(A) any past or present member, director, officer or employee of
the Wider Kinovo Group is or has at any time engaged in any activity, practice
or conduct which would constitute an offence under the Bribery Act 2010, the
US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or (B) any person that performs or has performed services for or on behalf of
the Wider Kinovo Group who is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such services which
would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks; or
(B) any asset of any member of the Wider Kinovo Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Kinovo Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(C) any past or present member, director, officer or employee of
the Wider Kinovo Group, or any other person for whom any such person may be
liable or responsible, who is or has engaged in any conduct which would
violate applicable economic sanctions or dealt with, made any investments in,
made any funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which
US, UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law; or
(D) any past or present member, director, officer or employee of
the Wider Kinovo Group, or any other person for whom any such person may be
liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(E) any member of the Wider Kinovo Group is or has been engaged
in any transaction which would cause Sureserve to be in breach of any law or
regulation upon its acquisition of Kinovo, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or
HMRC, or any other relevant government authority.
PART B: FURTHER TERMS OF THE ACQUISITION
1. The Acquisition will be subject to the fulfilment (or
waiver, if permitted) of the Conditions set out in Part A of this Appendix 1,
to the further terms set out in this Part B of Appendix 1, and to the full
terms and conditions which will be set out in the Scheme Document, and such
further terms as may be required to comply with the provisions of the Takeover
Code.
2. Conditions 1, 2(A), 2(B)(i), 2(C)(i) and 2(C)(iii) cannot
be waived (save, in respect of Conditions 2(A), 2(B) and 2(C), as respect to
their deadlines as set out below). Subject to the requirements of the Panel
and the Takeover Code, Sureserve reserves the right in its sole discretion to
waive:
(A) the deadline set out in Condition 1 of Part A of this
Appendix 1, and any of the deadlines set out in Conditions 2(A), 2(B) and 2(C)
in so far as they relate to the timing of the Court Meeting, the General
Meeting and the Court Sanction Hearing. If any such deadline is not met,
Sureserve will make an announcement by 8.00 a.m. on the Business Day following
such deadline confirming whether it has invoked or waived the relevant
Condition or agreed with Kinovo to extend the deadline in relation to the
relevant Condition; and
(B) in whole or in part, all or any of Conditions 3 to 11 of
Part A of this Appendix 1.
3. Conditions 2(A) and 2(B) must be fulfilled by, and
Conditions 3 to 11 (inclusive) fulfilled or waived by, no later than 11.59
p.m. on the date immediately preceding the date of the Court Sanction Hearing.
The Acquisition will not become Effective unless each of the Conditions have
been fulfilled (or, to the extent capable of waiver, waived) or, where
appropriate, have been determined by Sureserve to be or to remain satisfied by
no later than 11.59 p.m. on the Long-Stop Date.
4. Sureserve shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or fulfilled, or to treat
as satisfied or fulfilled any of Conditions 1 to 11 (inclusive) by a date
earlier than the latest date specified for the satisfaction of the relevant
Condition, notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
satisfaction or fulfilment.
5. Under Rule 13.5(a) of the Takeover Code, Sureserve may not
invoke a Condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which give rise
to the right to invoke the Condition are of material significance to Sureserve
in the context of the Acquisition. Sureserve may only invoke a condition that
is subject to Rule 13.5(a) with the consent of the Panel and any condition
that is subject to Rule 13.5(a) may be waived by Sureserve. Conditions
2(A)(i), 2(B)(i), 2(C)(i) and 2(C)(iii) and, if applicable, any acceptance
condition (if the Transaction is implemented by means of an Offer) are not
subject to Rule 13.5(a) of the Takeover Code.
6. If Sureserve is required by the Panel to make an offer for
Kinovo Shares under the provisions of Rule 9 of the Takeover Code, Sureserve
may make such alterations to any of the above Conditions and the terms of the
Acquisition as are necessary to comply with the provisions of Rule 9.
7. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
8. Sureserve reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (subject to the
Panel's consent (where necessary) and the terms of the Cooperation Agreement).
In such event, the Acquisition will be implemented on the same terms and
conditions (subject to appropriate amendments including (without limitation)
the inclusion of an acceptance condition set at 90 per cent. of the Kinovo
Shares (or such other percentage as Sureserve and Kinovo may, subject to the
rules of the Takeover Code and the terms of the Cooperation Agreement and with
the consent of the Panel, decide, being in any case more than 50 per cent. of
the Kinovo Shares), or any amendments required by, or deemed appropriate by,
Sureserve under applicable law or any amendments necessary to reflect the
Offer). Further, if sufficient acceptances of such Offer are received and/or
sufficient Kinovo Shares are otherwise acquired, it is the intention of
Sureserve to apply the provisions of the Companies Act 2006 to acquire
compulsorily any outstanding Kinovo Shares to which such Offer relates.
9. The Kinovo Shares which will be acquired under the
Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid or any other return of capital (whether by
reduction of share capital or share premium account or otherwise) made, in
each case by reference to a record date falling on or after the Effective
Date.
10. If any dividend, distribution and/or other form of capital
return is announced, declared, made, paid or becomes payable by Kinovo in
respect of the Kinovo Shares on or after the date of this announcement and
prior to the Effective Date, Sureserve will, without prejudice to any right of
Sureserve, with the consent of the Panel, to invoke Condition 8(C) in Part A
of this Appendix 1, reduce the Consideration by the amount of such dividend,
distribution and/or other form of capital return. If Sureserve makes such a
reduction in respect of a dividend, distribution and/or other form of capital
return, Kinovo Shareholders will be entitled to receive and retain the
relevant portion of any such dividend, other distribution and/or other form of
capital return (as applicable), and any reference in this announcement or the
Scheme Document (or, in the event that the Transaction is to be implemented by
means of an Offer, the Offer Document) to the Consideration will be deemed to
be a reference to the Consideration as so reduced. Any such reduction by
Sureserve referred to in this paragraph 10 will be the subject of an
announcement and, for the avoidance of doubt, shall not constitute a revision
or variation of the terms of the Acquisition.
11. Except with the Panel's consent, settlement of the
Consideration to which any Scheme Shareholder is entitled under the Scheme
will be implemented in full in accordance with the terms of the Scheme without
regard to any lien, right of set-off, counterclaim or other analogous right to
which Sureserve may otherwise be, or claim to be, entitled as against such
Scheme Shareholder and will be effected in the manner described in this
announcement.
12. No amounts of cash of less than one penny will be paid to any
Scheme Shareholder pursuant to the Scheme and the aggregate amount of cash to
which a Scheme Shareholder will be entitled under the Scheme will be rounded
down to the nearest penny.
13. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about and observe any applicable
requirements.
14. The Acquisition will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of a national securities exchange, of any Restricted Jurisdiction and the
Acquisition will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted Jurisdiction.
15. The Acquisition will be governed by English law and will be
subject to the jurisdiction of the Court and to the Conditions and further
terms set out in this Appendix 1 and to be set out in the Scheme Document. The
Scheme will be subject to the applicable requirements of English law, the
Takeover Code, the Panel, the London Stock Exchange (including pursuant to the
AIM Rules) and the Companies Act 2006.
16. The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 and to the full terms and conditions to be
set out in the Scheme Document.
APPENDIX 2
BASES AND SOURCES
1. As at the Last Practicable Date, there were 63,361,315 Kinovo Shares in issue (with no Kinovo Shares held in treasury).
2. As at the Last Practicable Date, a further 1,077,142 Kinovo Shares are expected to be issued on or after the date of this announcement on the exercise of options or vesting of awards under the Kinovo Share Plans.
3. Any references to the issued and to be issued ordinary share capital of Kinovo are based on:
(A) the 63,361,315 Kinovo Shares referred to in paragraph 1 above; and
(B) the 1,077,142 Kinovo Shares which may be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Kinovo Share Plans referred to at paragraph 2 above.
4. The value attributed to the existing issued and to be issued ordinary share capital of Kinovo is based upon a fully diluted share capital figure of 64,438,457 Kinovo Shares as calculated at paragraph 3 above.
5. Unless otherwise specified: (i) all prices quoted for Kinovo Shares are Closing Prices; and (ii) all Closing Prices and volume weighted average prices for Kinovo Shares have been derived from Bloomberg.
6. Except where otherwise expressly stated otherwise, the financial information relating to Kinovo is extracted (without material adjustment) from the Kinovo Interim Results.
7. Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT
1. Irrevocable undertakings from Kinovo Directors
The following Kinovo Directors have given irrevocable undertakings to, amongst
other things, exercise or procure the exercise of (as applicable) all voting
rights to vote in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting (or to accept, or procure
the acceptance of the Offer, if the Acquisition is implemented as an Offer) in
relation to the following Kinovo Shares in which they (or, in certain cases,
their close relatives) are interested, as well as any further Kinovo Shares
which they may become the registered or beneficial owner of or otherwise
interested in:
Name of Kinovo Director Number of Kinovo Shares Percentage of Kinovo issued ordinary share capital as at the Last Practicable
Date
David Bullen 3,112,388 4.91%
Clive Lovett 1,059,349 1.67%
Sangita Shah 999,235 1.58%
The obligations of the Kinovo Directors under the irrevocable undertakings
they have given above will lapse and cease to have effect on any of the
following occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as Sureserve, with the consent of the Panel and
in accordance with the terms of the Cooperation Agreement, determines (other
than in circumstances where Sureserve has, prior to the Long-Stop Date,
elected to exercise its right to proceed with the Acquisition by way of a
different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn in accordance with its
terms (other than in circumstances where Sureserve has announced a firm
intention to proceed with the implementation of the Acquisition by way of a
different transaction structure, whether by way of a Scheme or an Offer);
· the Acquisition has not become Effective by 11.59 p.m. (London time) on the Long-Stop Date (including as such time and/or date may be extended, as set out in this announcement) (other than in circumstances where Sureserve has, prior to such date, elected to exercise its right to proceed with the Acquisition by way of a different transaction structure, whether by way of an Offer or a Scheme, and announced the same in accordance with the requirements of the Takeover Code, and such Acquisition has not lapsed, terminated or been withdrawn);
· if any competing offer for Kinovo becomes or is declared wholly
unconditional or becomes effective; or
· Sureserve announces, with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Offer is announced by Sureserve in accordance with Rule 2.7 of the
Takeover Code.
2. Irrevocable undertakings from other Kinovo Shareholders
In addition to the Kinovo Directors, the following Kinovo Shareholders have
each given an irrevocable undertaking to, amongst other things, exercise or
procure the exercise of (as applicable) all voting rights to vote in favour of
the Scheme at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting (or to accept, or procure the acceptance of the Offer, if the
Acquisition is implemented as an Offer), in relation to the following Kinovo
Shares in which they are interested (or, in certain cases, their close
relatives), as well as any further Kinovo Shares which they may become the
registered or beneficial owner of or otherwise interested in:
Name of Kinovo Shareholder Number of Kinovo Shares Percentage of Kinovo issued ordinary share capital as at the Last Practicable
Date
Tipacs2 Limited 18,574,854 29.32%
Maven Renovar VCT PLC 2,155,010 3.4%
Lee Venables 1,118,778 1.77%
Neil Rooney 845,906 1.34%
Deborah Rooney 277,751 0.44%
Nicole Rooney 195,187 0.31%
The obligations of Tipacs2 Limited under the irrevocable undertaking it has
given above will lapse and cease to have effect on any of the following
occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as Sureserve, with the consent of the Panel and
in accordance with the terms of the Cooperation Agreement, determines (other
than in circumstances where Sureserve has, prior to the Long-Stop Date,
elected to exercise its right to proceed with the Acquisition by way of a
different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn or lapses in accordance
with its terms, provided that this paragraph shall not apply where the
Acquisition is withdrawn or lapses as a result of Sureserve exercising its
right, in accordance with the Takeover Code to implement the Acquisition by
way of a Takeover Offer rather than a Scheme or vice versa within no longer
than fourteen Business Days;
· the Acquisition has not become Effective by 11.59 p.m. (London
time) on 14 November 2025 (other than in circumstances where Sureserve has,
prior to such date, elected to exercise its right to proceed with the
Acquisition by way of a different transaction structure, whether by way of an
Offer or a Scheme, and announced the same in accordance with the requirements
of the Takeover Code, and such Acquisition has not lapsed, been withdrawn or
failed to become unconditional as to acceptances prior to the Long Stop Date);
· Sureserve announces, with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Offer is announced by Sureserve in accordance with Rule 2.7 of the
Takeover Code; or
· if any competing offer for Kinovo becomes or is declared wholly
unconditional or becomes effective.
The obligations of Maven Renovar VCT PLC under the irrevocable undertaking it
has given above will lapse and cease to have effect on any of the following
occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as Sureserve, with the consent of the Panel and
in accordance with the terms of the Cooperation Agreement, determines (other
than in circumstances where Sureserve has, prior to the Long-Stop Date,
elected to exercise its right to proceed with the Acquisition by way of a
different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn in accordance with its
terms (other than in circumstances where Sureserve has announced a firm
intention to proceed with the implementation of the Acquisition by way of a
different transaction structure, whether by way of a Scheme or an Offer);
· the Acquisition has not become Effective by 11.59 p.m. (London
time) on the Long-Stop Date (including as such time and/or date may be
extended, as set out in this announcement) (other than in circumstances where
Sureserve has, prior to such date, elected to exercise its right to proceed
with the Acquisition by way of a different transaction structure, whether by
way of an Offer or a Scheme, and announced the same in accordance with the
requirements of the Takeover Code, and such Acquisition has not lapsed,
terminated or been withdrawn);
· Sureserve announces that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme of Takeover Offer is
announced by Sureserve in accordance with Rule 2.7 of the Takeover Code;
· if the Kinovo Board announces that an alternative agreement has
been reached for a recommended cash offer under which Kinovo Shareholders
would receive at least 95 pence for each Kinovo Share; or
· if it ceases to have the delegated powers to fulfil the
obligations pursuant to its irrevocable undertaking as investment manager of
the beneficial owner of the Kinovo Shares registered in its name.
The obligations of Lee Venables under the irrevocable undertaking he has given
above will lapse and cease to have effect on any of the following occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as Sureserve, with the consent of the Panel and
in accordance with the terms of the Cooperation Agreement, determines (other
than in circumstances where Sureserve has, prior to the Long-Stop Date,
elected to exercise its right to proceed with the Acquisition by way of a
different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn in accordance with its
terms (other than in circumstances where Sureserve has announced a firm
intention to proceed with the implementation of the Acquisition by way of a
different transaction structure, whether by way of a Scheme or an Offer);
· the Acquisition has not become Effective by 11.59 p.m. (London
time) on the Long-Stop Date (including as such time and/or date may be
extended, as set out in this announcement) (other than in circumstances where
Sureserve has, prior to such date, elected to exercise its right to proceed
with the Acquisition by way of a different transaction structure, whether by
way of an Offer or a Scheme, and announced the same in accordance with the
requirements of the Takeover Code, and such Acquisition has not lapsed,
terminated or been withdrawn);
· if any competing offer for Kinovo becomes or is declared wholly
unconditional or becomes effective; or
· Sureserve announces, with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Offer is announced by Sureserve in accordance with Rule 2.7 of the
Takeover Code.
The obligations of Neil Rooney, Deborah Rooney and Nicole Rooney under the
irrevocable undertakings they have given above will lapse and cease to have
effect on any of the following occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as Sureserve, with the consent of the Panel and
in accordance with the terms of the Cooperation Agreement, determines (other
than in circumstances where Sureserve has, prior to the Long-Stop Date,
elected to exercise its right to proceed with the Acquisition by way of a
different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn in accordance with its
terms (other than in circumstances where Sureserve has announced a firm
intention to proceed with the implementation of the Acquisition by way of a
different transaction structure, whether by way of a Scheme or an Offer);
· the Acquisition has not become Effective by 11.59 p.m. (London
time) on the Long-Stop Date (including as such time and/or date may be
extended, as set out in this announcement) (other than in circumstances where
Sureserve has, prior to such date, elected to exercise its right to proceed
with the Acquisition by way of a different transaction structure, whether by
way of an Offer or a Scheme, and announced the same in accordance with the
requirements of the Takeover Code, and such Acquisition has not lapsed,
terminated or been withdrawn); or
· Sureserve announces that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme of Takeover Offer is
announced by Sureserve in accordance with Rule 2.7 of the Takeover Code.
3. Letter of intent
In addition to the irrevocable undertakings from the Kinovo Directors and the
irrevocable undertakings from certain other Kinovo Shareholders referred to
above, the following Kinovo Shareholder has given to Sureserve a non-binding
letter of intent to vote in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting (or to accept, or procure
the acceptance of the Offer, if the Acquisition is implemented as an Offer),
in relation to the following Kinovo Shares in which they are interested:
Name of Kinovo Shareholder Number of Kinovo Shares Percentage of Kinovo issued ordinary share capital as at the Last Practicable
Date
John Horlock 1,471,200 2.32%
APPENDIX 4
DEFINITIONS
"Acquisition" the proposed final* acquisition by Sureserve of the entire issued and to be
issued ordinary share capital of Kinovo, to be effected by means of the Scheme
or, should Sureserve so elect and subject to the consent of the Panel and the
terms of the Cooperation Agreement, by means of an Offer and, where the
context admits, any subsequent revision, variation, extension or renewal
thereof
"Acquisition Price" 87.5 pence in cash per Kinovo Share
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the rules and guidance notes for companies listed on AIM issued by the London
Stock Exchange from time to time
"Associated Undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall
be excluded for this purpose
"Authorisation(s)" regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and/or approvals
"Blocking Law" (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union or the United Kingdom); or (ii) any similar blocking or
anti-boycott law
"Business Day" any day, other than a public holiday, Saturday or a Sunday, when banks are
generally open for business in London for general banking business, other than
solely for trading and settlement in Euro
"Canaccord Genuity" Canaccord Genuity Limited
"Cap10" Cap10 Partners, its Subsidiary Undertakings and Associated Undertakings,
together with funds managed and/or advised by any of them
"Cap10 Bidco" Cap10 4NetZero Bidco Limited, incorporated in England and Wales with
registered number 14764857
"Cap10 Partners" Cap10 Partners LLP
"Clean Team Agreement" the clean team agreement entered into between Kinovo and Sureserve dated 5
March 2025 as described in paragraph 12 of this announcement
"Closing Price" the closing middle market price of a Kinovo Share or Sureserve Share (where
applicable) on a particular trading day as derived from the AIM Appendix to
the Daily Official List of the London Stock Exchange
"CMA" the UK Competition and Markets Authority
"Combined Group" the enlarged group comprising the Sureserve Group and the Kinovo Group
following the Acquisition becoming Effective
"Conditions" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreement" the confidentiality agreement entered into between Kinovo and Sureserve dated
18 February 2025 as described in paragraph 12 of this announcement
"Consideration" the consideration payable by Sureserve to Kinovo Shareholders pursuant to the
Acquisition comprising, for each Kinovo Share, the Acquisition Price
"Cooperation Agreement" the cooperation agreement dated on or around the date of this announcement
between Sureserve and Kinovo as described in paragraph 12 of this announcement
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting(s) of the Scheme Shareholders to be convened by order of the Court
pursuant to Part 26 of the Companies Act 2006, notice of which will be set out
in the Scheme Document, for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment) and any adjournment,
postponement or reconvention thereof
"Court Sanction Hearing" the hearing of the Court at which Kinovo will seek an order to sanction the
Scheme under section 899 of the Companies Act 2006, and any adjournment,
postponement or reconvention thereof
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is
the Operator (as defined in the Regulations)
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a part to an offer
"Disclosed" the information disclosed by, or on behalf of, Kinovo; (i) in Kinovo's annual
report and financial statements for the financial year ended 31 March 2024;
(ii) in this announcement; (iii) as otherwise publicly announced by Kinovo
prior to the date of this announcement (by delivery of an announcement to a
Regulatory Information Service); (iv) fairly disclosed in the virtual data
room operated on behalf of Kinovo for the purpose of the Acquisition; (v) as
otherwise fairly disclosed prior to the date of this announcement by, or on
behalf of, Kinovo to Sureserve (or its respective officers, employees, agents
or advisers in their capacity as such)
"Effective" either:
(i) if the Acquisition is implemented by way of the Scheme, the Scheme having
become effective pursuant to and in accordance with its terms; or
(ii) if the Acquisition is implemented by way of an Offer (with the consent of
the Panel, and subject to the terms of the Cooperation Agreement), the Offer
having been declared or having become unconditional in accordance with the
requirements of the Takeover Code
"Effective Date" the date upon which the Acquisition becomes Effective in accordance with its
terms
"Excluded Shares" any Kinovo Shares registered in the name of, or beneficially owned by: (a)
Sureserve or any member of the Sureserve Group; or (b) Cap10; or any nominee
of any of the foregoing; or (c) held by Kinovo in treasury as at the Scheme
Record Time
"FCA" the Financial Conduct Authority
"Forms of Proxy" the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which shall accompany the Scheme Document
"FY25" means the financial year ended 31 March 2025
"General Meeting" the general meeting of Kinovo Shareholders to be convened in connection with
the Scheme, notice of which will be set out in the Scheme Document, for the
purposes of considering and, if thought fit, approving, the Resolution(s)
(with or without amendment) including any adjournment, postponement or
reconvention thereof
"H1 FY25" means the six-month period ended 30 September 2024
"H2 FY25" means the six-month period ended 31 March 2025
"Kinovo" Kinovo plc, incorporated in England and Wales with registered number 09095860
"Kinovo Articles" the articles of association of Kinovo from time to time
"Kinovo Board" or "Kinovo Directors" the board of directors of Kinovo at the time of this announcement or, where
the context so requires, the directors of Kinovo from time to time
"Kinovo Front-line Staff" has the meaning given to it under the heading "Employees, management and
directors" in paragraph 9 of this announcement
"Kinovo Group" Kinovo and its Subsidiaries and Subsidiary Undertakings
"Kinovo Interim Results" Kinovo's unaudited interim financial results for the 6-month period ended 30
September 2024
"Kinovo Shareholder(s)" the registered holders of Kinovo Shares from time to time
"Kinovo Shares" the ordinary shares of 10 pence each in the capital of Kinovo
"Kinovo Share Plans" means the Kinovo Employees' Joint Share Ownership Plan, the Kinovo Company
Share Option Plan, the Kinovo Share Incentive Plan and the Kinovo Enterprise
Management Incentive Plan
"Last Practicable Date" 13 May 2025, being the last Business Day prior to the date of this
announcement
"London Stock Exchange" London Stock Exchange plc
"Long-Stop Date" 11.59 pm on 14 November 2025 or such later date, if any, (a) as Sureserve and
Kinovo may agree, or (b) (in a competitive situation) as may be specified by
Sureserve with the consent of the Panel, and in each case that (if so
required) the Court may allow
"Meetings" the Court Meeting and the General Meeting
"Offer" if, subject to the consent of the Panel and the terms of the Cooperation
Agreement, the Acquisition is implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer to be
made by or on behalf of Sureserve to acquire the entire issued and to be
issued ordinary share capital of Kinovo and, where the context admits, any
subsequent revision, variation, extension or renewal of such offer
"Offer Document" should the Acquisition be implemented by means of an Offer, the offer document
to be published and sent to Kinovo Shareholders by or on behalf of Sureserve
in connection with any Offer, including any revised offer document, which will
contain amongst other things the full terms and conditions of the Offer
"Offer Period" the offer period (as defined by the Takeover Code) relating to Kinovo, which
commenced on 9 May 2025
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
"Overseas Shareholder(s)" Scheme Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Regulatory Information Service" an information service authorised from time to time by the FCA for the purpose
of disseminating regulatory announcements
"Resolution(s)" such shareholder resolution(s) of Kinovo as are necessary to approve,
implement and effect the Scheme and the Acquisition, including, inter alia, a
special resolution to amend the Kinovo Articles by the adoption and inclusion
of a new article under which any Kinovo Shares issued or transferred after the
General Meeting shall either be subject to the Scheme or (after the Effective
Date) be immediately transferred to Sureserve (or as it may direct) in
exchange for the same Consideration as due under the Scheme
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Kinovo Shareholders in that
jurisdiction
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Kinovo and Kinovo Shareholders to implement the Acquisition
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act 2006
"Scheme Document" the document to be dispatched to Kinovo Shareholders and persons with
information rights setting out, amongst other things, the details of the
Acquisition, the full terms and conditions of the Scheme and containing the
notices convening the Court Meeting and the General Meeting
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately after the date of the Court Sanction
Hearing, or such later time as Sureserve and Kinovo may agree
"Scheme Shareholder(s)" holders of Scheme Shares
"Scheme Shares" all Kinovo Shares:
1. in issue at the date of the Scheme Document;
2. (if any) issued after the date of the Scheme Document and prior to the
Voting Record Time; and
3. (if any) issued at or after the Voting Record Time and prior to the
Scheme Record Time in respect of which the original or any subsequent holder
thereof is bound by the Scheme, or shall by such time have agreed in writing
to be bound by the Scheme,
but excluding any Excluded Shares
"Significant Interest" a direct or indirect interest in 20 per cent. or more of the total voting
rights conferred by the equity share capital (as defined in section 548 of the
Companies Act 2006)
"Subsidiary" and "Subsidiary Undertaking" each have the meaning given in the Companies Act 2006
"Sureserve" Sureserve Compliance Holdings Limited, incorporated in England and Wales with
registered number 09790918
"Sureserve Board" or "Sureserve Directors" the board of directors of Sureserve at the time of this announcement or, where
the context so requires, the directors of Sureserve from time to time
"Sureserve Group" Sureserve Group Limited and its Subsidiaries and Subsidiary Undertakings
"Takeover Code" the City Code on Takeovers and Mergers
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.30 p.m. on the day two days prior to the Court Meeting or any adjournment
thereof (as the case may be)
"Wider Kinovo Group" Kinovo and its Subsidiary Undertakings, Associated Undertakings and any other
undertaking in which Kinovo and/or such undertakings (aggregating their
interests) have a Significant Interest
"Wider Sureserve Group" Sureserve and its Subsidiary Undertakings, Associated Undertakings and any
other undertaking in which Sureserve and/or such undertakings (aggregating
their interests) have a Significant Interest
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All references to time in this announcement are to London time unless
otherwise stated.
All references to "GBP", "pence", "penny", "sterling" or "£" are to the
lawful currency of the United Kingdom.
References to the singular include the plural and vice versa.
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