REG - Kitwave Group PLC - Publication and Posting of Scheme Document

KitwaveAnnouncement

05/02/2026 07:02

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RNS Number : 7795R  Kitwave Group PLC  05 February 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

5 February 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.

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 22 January 2026, the boards of Kitwave and BidCo announced that they had
reached agreement on the terms of a recommended cash acquisition pursuant to
which BidCo will acquire the entire issued and to be issued share capital of
Kitwave (the "Acquisition") for an offer price of 295 pence per Kitwave Share
(the "Acquisition"). The Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication of the Scheme Document

The Kitwave Directors are pleased to announce the publication of the scheme
document in relation to the Acquisition (the "Scheme Document") which,
together with the associated Forms of Proxy, is today being posted by Kitwave
to Kitwave Shareholders and, for information only, to holders of awards under
the Kitwave Share Plan and persons with information rights. Capitalised terms
used in this announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document.

The Scheme Document contains, amongst other things, a letter from the Chair of
Kitwave, the full terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and the General Meeting, and
details of the actions to be taken by Scheme Shareholders entitled to vote at
the Court Meeting and Kitwave Shareholders entitled to vote at the General
Meeting in relation to the Acquisition.

Letters are also being sent shortly to participants in the Kitwave Share Plan
and to the holder of the Kitwave Warrants regarding the effect of the Scheme
on their rights under the Kitwave Share Plan and the Kitwave Warrants,
respectively.

 

The Scheme Document will (subject to any applicable restrictions relating to
persons in, or resident in, Restricted Jurisdictions) be made available for
inspection free of charge, on Kitwave's website at
https://www.kitwave.co.uk/investors (https://www.kitwave.co.uk/investors) no
later than 12 noon on the Business Day following the publication of the Scheme
Document and will be available up to and including the end of the Offer
Period. The contents of Kitwave's website are not incorporated into, and do
not form part of, this announcement.

 

 

Hard copies of the Scheme Document (or depending on Kitwave Shareholders'
communication preferences, a letter or email giving details of the websites
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting are being sent to Kitwave Shareholders. If not
already receiving hard copy documents, Kitwave Shareholders may request a hard
copy of this announcement by contacting Kitwave's registrar, MUFG Corporate
Markets, at MUFG Corporate Markets, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, or calling on 0371 664 0321 or from overseas +44 (0) 371 664
0321. 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. Lines are open between 9.00 a.m. and 5.30 p.m. (London
time), Monday to Friday (excluding public holidays in England and Wales).
Please note that MUFG Corporate Markets cannot provide any financial, legal or
tax advice. Calls may be recorded and monitored for security and training
purposes.

 

Action required

 

As further described in the Scheme Document, before the Court is asked to
sanction the Scheme and in order to become Effective, the Scheme will require:
(i) the approval of a majority in number representing 75 per cent. or more in
value of votes cast by Scheme Shareholders present and voting either in person
or by proxy at the Court Meeting (or any adjournment thereof), which has been
convened by an order of the Court; and (ii) the passing of the Resolution by
the requisite majority of Kitwave Shareholders at the General Meeting (or any
adjournment thereof). The Scheme is also subject to the satisfaction or (where
applicable) waiver of the Conditions and further terms that are set out in the
Scheme Document.

 

The Court Meeting and the General Meeting are to be held at the offices of
KPMG LLP, Quayside House, 110 Quayside, Newcastle upon Tyne, NE1 3DX on 26
February 2026. The Court Meeting is scheduled to commence at 11.00 a.m. and
the General Meeting is scheduled to commence at 11.15 a.m. (or as soon
thereafter as the Court Meeting has concluded, been adjourned or postponed).
Notices of the Court Meeting and the General Meeting are set out in Parts 9
and 10, respectively, of the Scheme Document.

 

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and the Kitwave Shareholders
before the relevant Meetings, by an announcement through a Regulatory
Information Service.

It is important, for the Court Meeting in particular, that as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair representation of Scheme Shareholders' opinion.
Scheme Shareholders and Kitwave Shareholders are therefore strongly urged to
complete, sign and return their Forms of Proxy or to appoint a proxy
electronically either through the relevant Investor Centre service, through
Proxymity or through CREST as soon as possible and, in any event, by no later
than 11.00 a.m. on 24 February 2026 in respect of the Court Meeting and 11.15
a.m. on 24 February 2026 in respect of the General Meeting in accordance with
the instructions set out in the Scheme Document and the Forms of Proxy.
Instructions in relation to voting and the completion of the Forms of Proxy
are included in the Scheme Document. Scheme Shareholders and Kitwave
Shareholders are also strongly encouraged to appoint the Chair of the meeting
as their proxy.

 

Shareholders should read carefully the whole of the Scheme Document (including
any documents incorporated into the Scheme Document by reference), together
with the accompanying Forms of Proxy, before deciding whether or not to vote,
or procure a vote, in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting. Each of these documents contains important
information relating to the Acquisition. Any vote or decision in respect of,
or other response to, the Acquisition or the Scheme (as applicable) should
only be made on the basis of the information contained in the Scheme Document.

 

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the
Scheme Document and is also reproduced in the appendix to this announcement.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting
and of Kitwave Shareholders at the General Meeting, the satisfaction or waiver
(if capable of waiver) of the other Conditions set out in the Scheme Document
and the sanction of the Scheme by the Court at the Sanction Hearing, the
Scheme is currently expected to become Effective on 12 March 2026. Kitwave
will make further announcements as appropriate with such announcements being
available on Kitwave's website at https://www.kitwave.co.uk/investors
(https://www.kitwave.co.uk/investors) .

The dates and times given are indicative only and are based on Kitwave's and
BidCo's current expectations and may be subject to change. If any of the
expected dates and/or times set out in the expected timetable change, then
Kitwave (or BidCo, as applicable) will give adequate notice(s) of such changes
in an announcement released through a Regulatory Information Service and by
making such announcement available on Kitwave's website at
https://www.kitwave.co.uk/investors (https://www.kitwave.co.uk/investors) .

If the Scheme becomes Effective, it is intended that applications will be made
to the London Stock Exchange to cancel trading in Kitwave Shares on AIM with
effect from or shortly following the Effective Date. The last day of dealings
in Kitwave Shares on AIM is expected to be the Business Day immediately prior
to the Effective Date and no transfers shall be registered after 6.00 p.m. on
that date.

Recommendation

 

The Kitwave 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 advice to the Kitwave Directors,
Canaccord Genuity has taken into account the commercial assessments of the
Kitwave Directors. Canaccord Genuity are providing independent financial
advice to the Kitwave Directors for the purposes of Rule 3 of the Code.

 

Accordingly, the Kitwave Directors unanimously recommend that all Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that all
Kitwave Shareholders vote in favour of the Resolution at the General Meeting
(or, in the event that the Acquisition is implemented by way of a Takeover
Offer, to accept or procure acceptance of the Takeover Offer) as the Kitwave
Directors who hold Kitwave Shares have irrevocably undertaken to do in respect
of their own beneficial holdings totalling in aggregate to 4,348,248 Kitwave
Shares representing approximately 5.19 per cent. of the issued ordinary share
capital of Kitwave as at the date of this announcement.

Helpline

If you have any questions about this announcement, the Court Meeting or the
General Meeting, or are in any doubt as to how to complete and return the
Forms of Proxy, please contact Kitwave's registrar, MUFG Corporate Markets, at
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
or call 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 9.00 a.m. and
5.30 p.m. (London time), Monday to Friday (excluding public holidays in
England and Wales). All calls to the helpline may be recorded and monitored
for security and training purposes. Please note that, for legal reasons, the
helpline cannot provide advice on the merits of the Acquisition or give any
legal, tax or financial advice.

 

Enquiries:

 Kitwave                                                                  +44 (0) 191 259 2277
 Ben Maxted, Chief Executive Officer

 David Brind, Chief Financial Officer

 Canaccord Genuity Limited (Financial Adviser, Rule 3 Adviser, Nominated  +44 (0) 20 7523 8150
 Adviser and Sole Broker)
 Harry Rees

 Bobbie Hilliam

 Elizabeth Halley-Stott

 Yellow Jersey PR (Financial media and PR adviser to Kitwave)             +44 (0) 20 3004 9512

                                                                          kitwave@yellowjerseypr.com
 Charles Goodwin

 Shivantha Thambirajah

 Bessie Elliot

 OEP                                                                      +1 (212) 277 1500
 Ori Birnboim

 Steve Lunau

 Moelis (Financial Adviser to OEP and BidCo)                              +44 (0) 20 7634 3500
 Andrew Welby

 Simon Chaudhuri

 Max Hunt

 

APPENDIX

Expected timetable of principal events

 

 Event                                                                            Time and/or date
 Publication of the Scheme Document                                               5 February 2026
 Latest time and date for receipt of the BLUE Form of Proxy, an electronic or a   11.00 a.m. on 24 February 2026((1))
 CREST or Proxymity Proxy Instruction or any other electronic voting
 instruction in respect of the Court Meeting
 Latest time and date for receipt of the WHITE Form of Proxy, an electronic or    11.15 a.m. on 24 February 2026((2))
 a CREST or Proxymity Proxy Instruction or any other electronic voting
 instruction in respect of the General Meeting
 Voting Record Time for the Court Meeting and the General Meeting                 6.00 p.m. on 24 February 2026((3))
 Court Meeting                                                                    11.00 a.m. on 26 February 2026
 General Meeting                                                                  11.15 a.m. on 26 February 2026((4))
 Sanction Hearing                                                                 10 March 2026
 Last day of dealings in, and for registration of transfers of, and disablement   11 March 2026((5))
 in CREST of Kitwave Shares on AIM
 Scheme Record Time                                                               6.00 p.m. on 11 March 2026
 Suspension of dealings in Kitwave Shares                                         By 7.30 a.m. on 12 March 2026
 Effective Date of the Scheme                                                     12 March 2026 (or, as soon as the Court Order has been delivered to the
                                                                                  Registrar of Companies for registration)((6))
 Cancellation of admission to trading of the Kitwave Shares on AIM                By 7.30 a.m. on 13 March 2026
 Latest date for despatch of cheques and crediting of CREST accounts and          Within 14 days of the Effective Date
 processing electronic transfers in respect of the cash consideration due under
 the Scheme
 Long Stop Date                                                                   22 July 2026((7))
 All references to time shown in this announcement are references to London
 (UK) time.
 The Court Meeting and the General Meeting will each be held at the offices of
 KPMG LLP, Quayside House, 110 Quayside, Newcastle upon Tyne, NE1 3DX on 26
 February 2026

 

Notes:

(1)        It is requested that BLUE Forms of Proxy or CREST or
Proxymity Proxy Instructions, or any other electronic voting instruction, in
respect of the Court Meeting be lodged at least 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour period
falling on a non-working day) or, in the case of any adjournment, not later
than 48 hours before the time fixed for the holding of the adjourned Court
Meeting (excluding any part of such 48 hour period falling on a non-working
day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of
the Court Meeting or a representative of the Company's registrar, MUFG
Corporate Markets, at the Court Meeting venue before the start of the Court
Meeting.

(2)        WHITE Forms of Proxy or CREST or Proxymity Proxy
Instructions, or any other electronic voting instruction, in respect of the
General Meeting must be lodged at least 48 hours prior to the time appointed
for the General Meeting (excluding any part of such 48 hour period falling on
a non-working day) or, in the case of any adjournment, not later than 48 hours
before the time fixed for the holding of the adjourned General Meeting
(excluding any part of such 48 hour period falling on a non-working day).
WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of
the General Meeting or a representative of the Company's registrar, MUFG
Corporate Markets, before the start of or at the General Meeting.

(3)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.00 p.m. on the day which is two Business Days before the date set for such
adjourned Meeting and only Scheme Shareholders (in the case of the Court
Meeting) and Kitwave Shareholders (in the case of the General Meeting) on the
register of members at such time shall be entitled to attend and vote at the
relevant Meeting(s).

(4)        Or as soon thereafter as the Court Meeting shall have been
concluded or been adjourned.

(5)        Kitwave Shares will be disabled in CREST from 6.00 p.m. on
such date.

(6)        The Scheme shall become Effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies for registration.
This may occur prior to the suspension of trading in Kitwave Shares. The
events which are stated as occurring on subsequent dates are conditional on
the Effective Date and operate by reference to that date.

(7)        This is the latest date by which the Scheme may become
Effective or such later date: (i) as may be agreed in writing by BidCo and
Kitwave (with the Panel's consent, if required); or (ii) (in a competitive
situation) as may be specified by BidCo with the consent of the Panel; or
(iii) as the Panel may direct under the Note on Section 3 of Appendix 7 of the
Code, and, in each case, as the Court may approve (if such approval is
required).

 

Important notices

Canaccord Genuity, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as financial adviser to Kitwave and no one else
in connection with the Acquisition and will not be responsible to anyone other
than Kitwave for providing the protections afforded to clients of Canaccord
Genuity nor for providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Canaccord Genuity 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 Canaccord Genuity
in connection with this announcement, any statement contained herein or
otherwise.

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

You should read this announcement and the Scheme Document and if you are in
any doubt as to the Acquisition or the action you should take, you are
recommended to seek your own independent financial advice immediately from
your stockbroker, solicitor, accountant, bank manager or other 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 you are not
so resident, from another appropriately authorised independent financial
adviser. If you have any questions about the Scheme Document, the Court
Meeting or the General Meeting or are in any doubt as to how to complete the
Forms of Proxy, please contact MUFG Corporate Markets on the number set out
above.

This announcement, the Scheme Document and the accompanying documents do not
constitute or form part of an offer or an invitation to purchase or subscribe
for any securities, or a solicitation of an offer to buy any securities,
whether pursuant to this announcement or otherwise, in any jurisdiction in
which such offer, invitation or solicitation is or would be unlawful.

Neither this announcement or the Scheme Document comprise a prospectus or a
prospectus-equivalent document or an exempted document.

The contents of this announcement and the Scheme Document do not amount to,
and should not be construed as, legal, tax, business or financial advice.

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

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
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. The Acquisition will be made solely through the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer document), which, together with the accompanying
Forms of Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
in respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

This announcement has been prepared for the purpose of complying with English
law, the UK Market Abuse Regulation and the Code and the 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 England.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange, the Court and the FCA.

Overseas Shareholders

The release, publication or distribution of this announcement, the Scheme
Document and any formal documentation relating to the Acquisition in, into or
from 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 and therefore any persons who are not resident in
the United Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements.

In particular, the ability of persons who are not resident in the United
Kingdom or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Kitwave Shares in respect of the Scheme at
the Court Meeting or the Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another person to vote at the Court Meeting
or the General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
Any failure to comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
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 Kitwave or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
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, the Scheme Document and any formal documentation
relating to 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 or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including 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 acceptance of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities. 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.

As noted above, the Acquisition is subject to the applicable requirements of
English law, the Code, the Panel, the London Stock Exchange, the Court, the
Financial Conduct Authority and the AIM Rules.

Further details in relation to Overseas Shareholders are contained in
paragraph 14 of Part 2 of the Scheme Document. All Kitwave Shareholders or
other persons (including nominees, trustees and custodians) who would
otherwise intend to or may have a contractual or legal obligation to forward
the Scheme Document and the accompanying Forms of Proxy to a jurisdiction
outside the United Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action.

Additional information for U.S. investors

Kitwave Shareholders in the United States should note that the Acquisition
relates to the shares of an English company listed on AIM and is proposed to
be effected by means of a scheme of arrangement under Part 26 of the Companies
Act which will be governed by English law. A transaction effected by means of
a scheme of arrangement is not subject to the proxy solicitation or the tender
offer rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the procedural and disclosure
requirements applicable to schemes of arrangement involving a target company
incorporated in England and Wales, which differ from the requirements of US
proxy solicitation and tender offer rules.

However, if BidCo were to elect, with the consent of the Panel (where
necessary) and in compliance with the Code, to implement the Acquisition by
means of a Takeover Offer, such takeover offer will be made in compliance with
all applicable United States laws and regulations, including, to the extent
applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a takeover would be made in the United States by BidCo and by
no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal UK practice and pursuant to Rule 14e-5(b) under the
US Exchange Act (if applicable), BidCo or its nominees or 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 US, other than
pursuant to the Takeover Offer, until the date on which the Takeover Offer
becomes Effective, lapses or is otherwise withdrawn. 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
will be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website: www.londonstockexchange.com
(http://www.londonstockexchange.com) .

The receipt of consideration by a US holder (who are defined as shareholders
who are "U.S. persons" as defined under the US Internal Revenue Code) for the
transfer of its Kitwave Shares pursuant to the Scheme may have tax
consequences in the US and such consequences, if any, are not described
herein. Each Kitwave Shareholder is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to it, including under applicable United States state
and local, as well as overseas and other, tax laws.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed judgment upon the fairness of the
Acquisition, or passed judgment upon the completeness, adequacy or accuracy of
the Scheme Document. Any representation to the contrary is a criminal offence
in the United States.

Financial information relating to Kitwave included in 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 US 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 Scheme Document 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).

Kitwave and BidCo are each incorporated under the laws of England & Wales.
Some or all of the officers and directors of Kitwave and BidCo, respectively,
are residents of countries other than the United States. In addition, most of
the assets of Kitwave and BidCo are located outside the United States. As a
result, it may be difficult for US shareholders of Kitwave to effect service
of process within the United States upon Kitwave and BidCo or their respective
officers or directors or to enforce against them a judgment of a US court
predicated upon the federal or state securities laws of the United States,
including judgments based upon the civil liability provisions of the US
federal securities laws. US shareholders of Kitwave 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.

Overseas Shareholders should read paragraph 14 of Part 2 of the Scheme
Document.

Forward-looking statements

This announcement and the Scheme Document (including information incorporated
by reference in this announcement and the Scheme Document), oral statements
made regarding the Acquisition and other information published by Kitwave or
BidCo may contain statements which are, or may be deemed to be,
"forward-looking statements." Such 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 BidCo, OEP and Kitwave (as
applicable) about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from those
future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement and the Scheme
Document include statements with respect to the financial condition, results
of operations and business of Kitwave and certain plans and objectives of
BidCo with respect thereto and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts and may use
forward-looking words, phrases and expressions such as "anticipate", "target",
"expect", "believe", "intend", "foresee", "predict", "project", "estimate",
"forecast", "intend", "plan", "budget", "scheduled", "goal", "believe",
"hope", "aims", "continue", "likely", "will", "may", "might", "should",
"would", "could", "seek", "plan", "scheduled", "possible", "continue",
"potential", "outlook", "target" or other similar words, phrases, and
expressions; provided that the absence thereof does not mean that a statement
is not forward-looking. Similarly, statements that describe objectives, plans
or goals are or may be forward-looking statements. These statements are based
on assumptions and assessments made by BidCo, OEP and/or Kitwave in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve known and unknown risk and
uncertainty and other factors which may cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although BidCo, OEP and/or
Kitwave believe that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement.

There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: the ability to proceed with or 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, social, business and competitive environments and in
market and regulatory forces; changes in future inflation, deflation, exchange
and interest rates; changes in tax and national insurance rates; future
business combinations, capital expenditures, acquisitions or dispositions;
changes in general and economic business conditions; changes in the behaviour
of other market participants; the anticipated benefits of the Acquisition not
being realised as a result of changes in general economic and market
conditions in the countries in which BidCo and Kitwave operate; changes in or
enforcement of national and local government legislation, taxation, controls
or regulations and/or changes in the administration of laws, policies and
practices, expropriation or nationalisation of property and political or
economic developments in the countries in which BidCo and Kitwave carry on
business or may carry on business in the future; outcome of pending or future
litigation proceedings; the failure to maintain effective internal control
over financial reporting or effective disclosure controls and procedures, the
inability to remediate one or more material weaknesses, or the discovery of
additional material weaknesses, in the internal control over financial
reporting; other business and operational risks and challenges; failure to
comply with environmental and health and safety laws and regulations; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which BidCo and Kitwave
operate; any public health crises, pandemics or epidemics and repercussions
thereof; changes to the boards of directors of BidCo and/or Kitwave and/or the
composition of their respective workforces; safety and technology risks;
exposures to terrorist activity, IT system failures, cyber-crime, fraud and
pension scheme liabilities; risks relating to environmental matters; changes
to law and/or the policies and practices of regulatory and governmental
bodies; Russia's invasion of Ukraine, conflicts in the Middle East, and any
cost of living crisis or recession. Other unknown or unpredictable factors
could cause actual results, performance, actions, achievements or developments
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, performance, actions, achievements or developments may differ
materially from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such factors.

None of BidCo, OEP or Kitwave, nor any of their respective associates,
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place undue reliance on
these forward-looking statements.

None of BidCo, OEP or Kitwave 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. All subsequent written or oral forward-looking statements attributable to
BidCo, OEP or Kitwave or any person acting on their behalf are qualified by
the cautionary statements herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the
Code) following the commencement of the offer period and, if appropriate, by
no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in
the Code) 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 Code, any person who is, or becomes, interested in
one 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(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day (as defined in the
Code) following the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an
offeree company or a securities exchange offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and 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 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 website

A copy of this announcement, the Scheme Document and the documents required to
be published pursuant to Rule 26.1 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Kitwave's website at https://www.kitwave.co.uk/investors
(https://www.kitwave.co.uk/investors) by no later than 12 noon (London time)
on the day (excluding any days that are not Business Days) following the
publication of the Scheme Document.

Save as expressly referred to in this announcement or the Scheme Document,
neither the contents of Kitwave's website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or forms part
of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the Code, Kitwave Shareholders, persons with
information rights and participants in the Kitwave Share Plan may request a
copy of this announcement or the Scheme Document (and any accompanying
documents and any information incorporated into it by reference to another
source) in hard copy form free of charge. Such persons may also request that
all future documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form. For persons who have
received a copy of this announcement in electronic form or via a website
notification, neither a hard copy of this announcement nor the Scheme Document
will be sent to you unless you have previously notified Kitwave's registrar,
MUFG Corporate Markets, that you wish to receive all documents in hard copy
form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this announcement or the Scheme
Document please contact Kitwave's registrar, MUFG Corporate Markets, at MUFG
Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or
call on 0371 664 0321 or from overseas +44 (0) 371 664 0321. 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. Lines are
open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding public holidays in England and Wales). Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice. Calls may
be recorded and monitored for security and training purposes.

Scheme process

In accordance with Section 5 of Appendix 7 to the Code, Kitwave or BidCo (as
applicable) will announce through a Regulatory Information Service key events
in the Scheme process, including the outcomes of the Meetings and the Sanction
Hearing and that the Scheme has become Effective.

Unless otherwise consented to by the Court (if required) and the Panel, any
modification or revision to the Scheme will be made no later than the date
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned).

Rounding

Certain figures included in this announcement and the Scheme Document 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.

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

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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.   END  OUPEAPALEDFKEFA



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