REG - Kite UK Bidco Ltd Kitwave Group PLC - Disclosure under Rule 2.10(c) of the Takeover Code

KitwaveAnnouncement

27/01/2026 07:00

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RNS Number : 4444Q  Kite UK Bidco Limited  27 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

27 January 2026

RECOMMENDED CASH ACQUISITION

of

Kitwave Group plc ("Kitwave")

by

Kite UK Bidco Limited ("BidCo")

a newly-incorporated company indirectly wholly-owned by funds managed or
advised by OEP Capital Advisors, L.P.

 

Disclosure under Rule 2.10(c) of the Takeover Code

On 22 January 2026, the boards of directors of Kitwave and BidCo made an
announcement pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7
Announcement") that they had reached agreement on the terms of a recommended
all cash acquisition of the entire issued and to be issued ordinary share
capital of Kitwave (the "Acquisition") which is intended to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").

As disclosed in Part B of Appendix III to the Rule 2.7 Announcement, the OEP
Funds and BidCo received an irrevocable undertaking to vote in favour of the
Scheme at the Court Meeting and the resolution to be proposed at the General
Meeting (or, in the event that the Acquisition were to be implemented by means
of a Takeover Offer, to accept such Takeover Offer) from Securities Services
Nominees Limited on behalf of Oryx International Growth Fund Limited ("Oryx",
a member of the Harwood Capital Management Group) in respect of 1,750,000
Kitwave Shares, representing approximately 2.1 per cent. of the issued share
capital of Kitwave as at 21 January 2026 (the "Oryx Irrevocable Undertaking").

On 26 January 2026, Harwood Capital Management, acting on behalf of Oryx,
announced that a total of 1,750,000 Kitwave Shares subject to the Oryx
Irrevocable Undertaking had been sold. As a result, the Oryx Irrevocable
Undertaking does not, as at the date of this announcement, apply to any
Kitwave Shares.

Consequently, the total number of Kitwave Shares which remain subject to
irrevocable undertakings and a non-binding letter of intent to vote in favour
of the Scheme at the Court Meeting and the resolution to be proposed at the
General Meeting (or, in the event that the Acquisition were to be implemented
by means of a Takeover Offer, to accept such Takeover Offer) is 16,325,288,
representing, in aggregate, approximately 19.5 per cent. of the issued
ordinary share capital of Kitwave as at 26 January 2026, being the last
Business Day before the date of this announcement.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Rule 2.7 Announcement.

Enquiries

 OEP                                          +1 (212) 277-1500
 Ori Birnboim
 Steve Lunau

 Moelis (Financial Adviser to OEP and BidCo)  +44 20 7634 3500
 Andrew Welby
 Simon Chaudhuri
 Max Hunt

Important notice

Moelis, which is regulated by the FCA in the United Kingdom, is acting
exclusively for OEP and BidCo and no one else in connection with the
Acquisition and other matters set out in this announcement and will not be
responsible to anyone other than OEP and BidCo for providing the protections
afforded to clients of Moelis, or for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Moelis 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 Moelis in connection with this
announcement, any statement contained herein or otherwise.

Further Information

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

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

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

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
Kitwave Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Kitwave Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document). Any failure to comply with any such restrictions 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.

Unless otherwise determined by BidCo or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this announcement should be relied on for any other
purpose.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Takeover Panel, the London Stock Exchange, the Financial
Conduct Authority and the AIM Rules.

Additional information for investors in the United States

The Acquisition relates to the shares of a UK company which are admitted to
trading on AIM and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure and procedural requirements of the United States
tender offer and proxy solicitation rules.

However, if in the future BidCo were to elect to implement the Acquisition by
means of a Takeover Offer and determined to extend such Takeover Offer into
the United States, such Takeover Offer would be made in compliance with all
applicable United States laws and regulations, including, without limitation,
to the extent applicable, Section 14(e) of the US Exchange Act and Regulation
14E thereunder. Such a Takeover Offer would be made in the United States by
BidCo and no one else.

In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (if applicable), BidCo or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Kitwave outside of the
United States, other than pursuant such Takeover Offer, during the period in
which such Takeover Offer would remain open for acceptance. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the US Exchange Act. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be
reported to a Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Kitwave
Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes. Each Kitwave Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States federal, state and local, as well as overseas and other, tax
laws.

Financial information relating to Kitwave included in the Rule 2.7
Announcement and the Scheme Document has been or shall have been prepared in
accordance with accounting standards applicable in the United Kingdom and may
not be comparable to financial information of United States companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States ("US GAAP"). US GAAP
differs in certain significant respects from accounting standards applicable
in the United Kingdom. None of the financial information in the Rule 2.7
Announcement has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States).

It may be difficult for US holders of Kitwave Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since BidCo and Kitwave are each organised in countries other
than the United States, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, jurisdictions
other than the United States. As a result, US holders of Kitwave Shares may
not be able to effect service of process upon a non-US company or its officers
or directors or to enforce against them a judgment of a US court for
violations of federal or state securities laws of the United States, including
judgments based upon the civil liability provisions of the US federal
securities laws. US holders of Kitwave Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction or judgment.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.

Publication on website and availability of hard copies

A copy of this announcement will made be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on the
website of Kitwave at https://www.kitwave.co.uk/investors by no later than 12
noon (London time) on the Business Day following the date of this
announcement. The contents of Kitwave's website are not incorporated into and
do not form part of this announcement.

Right to receive documents in hard copy form

Kitwave Shareholders and persons with information rights may request a hard
copy of this announcement, free of charge, by: (i) contacting MUFG Corporate
Markets during business hours on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9 am - 5.30 pm, Monday to Friday excluding public holidays in
England and Wales. Please note that MUFG Corporate Markets cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes. A person so entitled may also request that all
future documents, announcements and information in relation to the Acquisition
be sent to them 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.

 

 

 

 

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