REG - Kitwave Group PLC - Scheme Effective

KitwaveAnnouncement

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RNS Number : 2877W  Kitwave Group PLC  12 March 2026

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

FOR IMMEDIATE RELEASE

12 March 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. ("OEP")

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

The boards of Kitwave and BidCo are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies today, the
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
pursuant to which BidCo will acquire the entire issued and to be issued share
capital of Kitwave for an offer price of 295 pence per Kitwave Share (the
"Acquisition") has now become Effective in accordance with its terms. Pursuant
to the Scheme, the entire issued and to be issued share capital of Kitwave is
now owned by BidCo.

Full details of the Acquisition are set out in the scheme document published
on 5 February 2026 (the "Scheme Document").

Suspension and cancellation of listing to and trading of Kitwave Shares

Dealings in Kitwave Shares on AIM will be suspended with effect from 7.30 a.m.
today.

Application has been made to the London Stock Exchange in relation to the
cancellation of trading in Kitwave Shares on AIM, which is expected to take
effect by no later than 7:00 a.m. on 13 March 2026, at which point
entitlements to Kitwave Shares held within the CREST system will be cancelled
and share certificates in respect of Kitwave Shares will cease to be valid.

As a result of this announcement, Kitwave is no longer in an "Offer Period" as
defined in the Code and accordingly the dealing disclosure requirements
previously notified to investors no longer apply.

Settlement of consideration

In accordance with the terms of the Scheme, a Scheme Shareholder on Kitwave's
register of members at the Scheme Record Time, being 6.00 p.m. on 11 March
2026, will be entitled to receive 295 pence in cash for each Scheme Share
held.

Settlement of the Cash Consideration to which Scheme Shareholders are entitled
under the terms of the Scheme will be effected in the manner set out in the
Scheme Document as soon as practicable and in any event, no later than 26
March 2026.

Board changes

As the Scheme has now become Effective, Kitwave duly announces that, with
effect from today's date, Marnie Millard and Teresa Octavio have tendered
their resignations and stepped down as non-executive directors on the Kitwave
Board.

David Brind has also stepped down as a director of Kitwave and Mark Earl has
been appointed as a director of Kitwave with effect from the Scheme becoming
Effective.

 

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

 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

 

Ashurst LLP is acting as legal adviser to Kitwave. Norton Rose Fulbright LLP
is acting as legal adviser to BidCo.

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.

Publication on website

A copy of this announcement 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 this announcement.

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.

 

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