REG - Kitwave Group PLC - Recommended Cash Acquisition of Kitwave Group plc

KitwaveAnnouncement

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RNS Number : 9079P  Kitwave Group PLC  22 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

22 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 Advisers, L.P.

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Summary

·      The boards of directors of Kitwave and BidCo are pleased to
announce that they have 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"). The Acquisition is to be effected by means of
a scheme of arrangement under Part 26 of the Companies Act.

·      Under the terms of the Acquisition, Kitwave Shareholders shall be
entitled to receive:

295 pence in cash per Kitwave Share (the "Cash Consideration")

·      The Cash Consideration represents a premium of approximately:

o  33.5 per cent. to the Closing Price per Kitwave Share of 221 pence on the
Last Practicable Date;

o  38.8 per cent. to the volume-weighted average price of 212 pence per
Kitwave Share for the three-month period ended on the Last Practicable Date,

and values the entire issued and to be issued share capital of Kitwave at
approximately £251 million.

Background to and reasons for the Acquisition

·           OEP believes that the acquisition of Kitwave represents
a compelling opportunity to support and accelerate the growth of one of the
UK's leading delivered wholesale groups. Kitwave has established a strong
platform within the UK wholesale landscape, operating through a nationwide
network with a demonstrated track record of sustainable growth, both
organically and through M&A.

·           OEP views Kitwave as a resilient and attractive
business with strong foundations for continued expansion. Kitwave benefits
from deep supplier relationships, a broad product range and high delivery
service levels. Kitwave's model combines national reach with regional focus,
underpinned by a modern logistics infrastructure and increasingly digitalised
ordering capabilities. Kitwave's customer diversity further supports its
stability and long-term growth prospects.

·           The Acquisition is supported by a clear and compelling
strategic rationale, including:

o  Strengthening Kitwave's position within the fragmented wholesale
distribution market;

o  Supporting accelerated growth in the highly attractive foodservice
segment;

o  Enhancing operational efficiency and digital capability;

o  Providing Kitwave with the benefits of long-term private ownership and
flexible capital; and

o  Supporting the management team in delivering the next phase of Kitwave's
growth.

·           Accordingly, OEP believes that the Acquisition
represents a compelling opportunity to advance Kitwave's strategic ambitions,
accelerate its long-term growth trajectory and reinforce its position as a
leading national delivered wholesaler.

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

·      Accordingly, the Kitwave Directors intend to recommend
unanimously that Kitwave Shareholders vote in favour of the Scheme at the
Court Meeting and the resolution to be proposed at the General Meeting, as the
Kitwave Directors who hold Kitwave Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of 4,348,248 Kitwave Shares,
representing, in aggregate, approximately 5.2 per cent. of the ordinary share
capital of Kitwave in issue on the Last Practicable Date.

Shareholder support

·      BidCo is pleased to have received irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the resolution to be
proposed at the General Meeting from Kitwave Shareholders in respect of
12,098,325 Kitwave Shares, representing, in aggregate, approximately 14.4 per
cent. of the issued share capital of Kitwave on the Last Practicable Date.
 

·      BidCo is also pleased to have received a letter of intent to vote
in favour of the Scheme at the Court Meeting and the resolution to be proposed
at the General Meeting from Otus Capital Management Limited in respect of
1,628,715 Kitwave Shares, representing, in aggregate, approximately 1.9 per
cent. of the issued share capital of Kitwave on the Last Practicable Date.
 

·      Taken together with the irrevocable undertakings given by the
Kitwave Directors, BidCo has therefore received irrevocable undertakings and a
letter of intent in respect of a total of 18,075,288 Kitwave Shares
representing, in aggregate, approximately 21.6 per cent. of the issued share
capital of Kitwave 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 III to this Announcement.

Information on OEP and BidCo

OEP

·      Founded in 2001 and spun out of JP Morgan in 2015, OEP is a
middle market private equity firm focused on the industrial, healthcare, and
technology sectors. OEP has completed over 400 transactions and seeks to build
market-leading companies by identifying and executing transformative business
combinations. OEP prides itself on being a trusted partner with a
differentiated investment process, a broad and senior team, and an established
track record generating long-term value for its partners. OEP has offices in
New York, Chicago, Frankfurt and Amsterdam.

·      OEP has extensive experience investing in the wholesale
distribution sector and in executing buy-and-build strategies. The team has a
demonstrated track record of transforming distribution businesses. This
expertise is evidenced by investments in USCO, PGW Auto Glass, and Wheeler
Fleet Solutions.

BidCo Group

·      BidCo is a newly formed private limited company incorporated
under the laws of England and Wales. BidCo was formed in connection with the
Acquisition, has not traded since its date of incorporation and has not
entered into any obligations other than in connection with the Acquisition.

·      BidCo is a wholly-owned subsidiary of Kite UK Midco Limited
("MidCo"). MidCo is a newly formed private limited company incorporated under
the laws of England and Wales. MidCo was formed in connection with the
Acquisition, has not traded since its date of incorporation and has not
entered into any obligations other than in connection with the Acquisition.

·      MidCo is a wholly-owned subsidiary of Kite UK Topco Limited
("TopCo"). TopCo is a newly formed private limited company incorporated under
the laws of England and Wales. TopCo is wholly-owned by the OEP Funds. TopCo
was formed in connection with the Acquisition, and has not traded since its
date of incorporation and has not entered into any obligations other than in
connection with the Acquisition.

Information on Kitwave

·      Kitwave is a delivered wholesale business, specialising in
selling and delivering impulse products, frozen, chilled and fresh foods,
alcohol, groceries and tobacco to approximately 46,000, mainly independent,
customers.

·      With a network of 37 depots, Kitwave is able to support delivery
throughout the UK to a diverse customer base, which includes independent
convenience retailers, leisure outlets, vending machine operators, foodservice
providers and other wholesalers, as well as leading national retailers.

 Timetable and Conditions

·      It is intended that the Acquisition will be implemented by way of
a scheme of arrangement under Part 26 of the Companies Act (although BidCo
reserves the right to implement the Acquisition by way of a Takeover Offer,
subject to the Panel's consent).

·      The Acquisition will be put to the Scheme Shareholders at the
Court Meeting and to Kitwave Shareholders at the General Meeting. The Court
Meeting and the General Meeting are required to enable Scheme Shareholders and
Kitwave Shareholders, respectively, to consider and, if thought fit, to vote
in favour of the Scheme and its implementation.

·      In order to become Effective, the Scheme must be approved by a
majority in number of Scheme Shareholders voting at the Court Meeting, present
and voting (and entitled to vote), either in person or by proxy, representing
at least 75 per cent. in nominal value of the Scheme Shares voted by those
Scheme Shareholders. In addition, a special resolution implementing the Scheme
must be passed by Kitwave Shareholders representing at least 75 per cent. of
votes cast at the General Meeting. Following the Court Meeting, the Scheme
must also be sanctioned by the Court.

·      The Acquisition is also subject to the Conditions and terms set
out in Appendix I to this Announcement.

·      Subject to the satisfaction or (where applicable) waiver of the
Conditions, the Acquisition is expected to become Effective during Q1 2026.

·      The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General Meeting, will,
save with the consent of the Panel, be distributed to Kitwave Shareholders
(along with the Forms of Proxy for use in connection with the Court Meeting
and the General Meeting) within 28 days of the date of this Announcement.

·      The Scheme Document will be made available by Kitwave on its
website at https://www.kitwave.co.uk/investors.

Dividends

·      If, on or after the date of this Announcement and on or prior to
the Effective Date, any dividend and/or other distribution and/or return of
capital is authorised, declared, made or paid or becomes payable in respect of
Kitwave Shares, BidCo reserves the right to reduce the Cash Consideration by
an amount equal to all or part of any such dividend and/or other distribution
and/or return of capital, in which case Kitwave Shareholders would be entitled
to receive and retain any such dividend and/or other distribution and/or
return of capital authorised, declared, made or paid.

Commenting on the Acquisition, Ori Birnboim, Partner of OEP, said:

"We are thrilled to be announcing this recommended cash acquisition of
Kitwave, a high-quality national distribution platform within the attractive
UK grocery and foodservice wholesale market. Kitwave has established a
reputation for excellence in service quality, product availability and
customer and supplier relationships, and we are excited to partner with
Kitwave and the management team for the next phase of growth."

Commenting on the Acquisition, Steve Lunau, Partner of OEP, said:

"We are delighted to have the opportunity to partner with Kitwave to further
strengthen its leading position in the UK grocery and foodservice wholesale
market. We fully support Kitwave's vision for long-term growth and believe our
partnership will enable it to accelerate its strategy. We look forward to
supporting Ben and the management team in continuing the impressive growth
they have achieved over the past years."

Commenting on the Acquisition, Ben Maxted, Chief Executive Officer of Kitwave,
said:

"Since becoming a public company in 2021, Kitwave has rapidly transformed from
a regional foodservice operator into an enlarged UK-wide delivered wholesale
business. OEP has an excellent track record of helping businesses like Kitwave
to significantly scale and the Board believes that becoming a private company
will provide greater financial flexibility to achieve its ambitions. We are
excited by the prospect of working with OEP on the next chapter of our growth.
At the same time, I would like to thank shareholders for the support they have
provided the Company since being a public company."

This summary should be read in conjunction with the full text of this
Announcement. The Acquisition shall be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to the full terms and
conditions which shall be set out in the Scheme Document. Appendix II to this
Announcement contains the sources of information and bases of calculations of
certain information contained in this Announcement, Appendix III contains a
summary of the irrevocable undertakings and the letter of intent in relation
to this Acquisition and Appendix IV contains definitions of certain
expressions used in this summary and in this 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

 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
 Charles Goodwin                                                          kitwave@yellowjerseypr.com
 Shivantha Thambirajah
 Bessie Elliot

Norton Rose Fulbright LLP is acting as legal adviser to OEP and BidCo. Ashurst
LLP is acting as legal adviser to Kitwave Group plc.

Important notices

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.

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.

Inside information

The information contained within this Announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this Announcement via a regulatory information
service, this inside information will be considered to be in the public
domain. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of Kitwave is David Brind, Chief
Financial Officer.

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.

This Announcement does not constitute a prospectus or prospectus equivalent
document.

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 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 Code,
the 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
(http://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 this 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 this 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.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by BidCo or Kitwave may contain statements about BidCo
and Kitwave that 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 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 the future results expressed or implied by
the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the 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.

No profit forecasts or estimates

Except for the Kitwave Profit Estimate, no statement in this Announcement is
intended as, or is to be construed as, a profit forecast, profit estimate or
quantified financial benefit statement for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per share
for Kitwave for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for
Kitwave.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 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) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day 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 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 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(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 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 shall
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
http://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.

Information relating to Kitwave Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Kitwave Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Kitwave may be
provided to BidCo during the Offer Period as requested under Section 4 of
Appendix 4 of the Code.

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
(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
those websites 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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Kitwave confirms that, as at the date
of this Announcement, it has in issue 83,736,538 ordinary shares of £0.01
each with voting rights. Kitwave does not hold any ordinary shares in
treasury. The Kitwave Shares are admitted to trading on AIM and their
International Securities Identification Number is GB00BNYKB709. In addition,
Kitwave confirms that, as at the date of this Announcement, it has in issue
142,222 Kitwave Warrants.

General

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 independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

22 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 Advisers, L.P.

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1        Introduction

The boards of directors of Kitwave and BidCo are pleased to announce that they
have 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"). The Acquisition is to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.

2        The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, Kitwave Shareholders will be entitled to receive:

295 pence in cash per Kitwave Share (the "Cash Consideration")

The Cash Consideration represents a premium of approximately:

·      33.5 per cent. to the Closing Price per Kitwave Share of 221
pence on the Last Practicable Date; and

·      38.8 per cent. to the volume-weighted average price of 212 pence
per Kitwave Share for the three-month period ended on the Last Practicable
Date,

and values the entire issued and to be issued share capital of Kitwave at
approximately £251 million.

The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting, will, save with the
consent of the Panel, be distributed to Kitwave Shareholders (along with the
Forms of Proxy for use in connection with the Court Meeting and the General
Meeting) within 28 days of the date of this Announcement.

3        Background to and reasons for the Acquisition

OEP believes that the acquisition of Kitwave represents a compelling
opportunity to support and accelerate the growth of one of the UK's leading
delivered wholesale groups. Kitwave has established a strong platform within
the UK wholesale landscape, operating through a nationwide network with a
demonstrated track record of sustainable growth, both organically and through
M&A.

OEP views Kitwave as a resilient and attractive business with strong
foundations for continued expansion. Kitwave benefits from deep supplier
relationships, a broad product range and high delivery service levels.
Kitwave's model combines national reach with regional focus, underpinned by a
modern logistics infrastructure and increasingly digitalised ordering
capabilities. Kitwave's customer diversity further supports its stability and
long-term growth prospects.

The Acquisition is supported by a clear and compelling strategic rationale,
including:

·           Strengthening Kitwave's position within the fragmented
wholesale distribution market;

·           Supporting accelerated growth in the highly attractive
foodservice segment;

·           Enhancing operational efficiency and digital
capability;

·           Providing Kitwave with the benefits of long-term
private ownership and flexible capital; and

·           Supporting the management team in delivering the next
phase of Kitwave's growth.

Accordingly, OEP believes that the Acquisition represents a compelling
opportunity to advance Kitwave's strategic ambitions, accelerate its long-term
growth trajectory and reinforce its position as a leading national delivered
wholesaler.

4        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. Canaccord Genuity is providing independent financial
advice to the Kitwave Board for the purposes of Rule 3 of the Code. In
providing its advice to the Kitwave Board, Canaccord Genuity has taken into
account the commercial assessments of the Kitwave Directors.

Accordingly, the Kitwave Directors intend to recommend unanimously that
Kitwave Shareholders vote in favour of the Scheme at the Court Meeting and the
resolution to be proposed at the General Meeting, as the Kitwave Directors who
hold Kitwave Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of 4,348,248 Kitwave Shares, representing, in aggregate,
approximately 5.2 per cent. of the ordinary share capital of Kitwave in issue
on the Last Practicable Date.

5        Background to and reasons for the recommendation

The Kitwave Board has carefully considered OEP's offer for Kitwave at a price
of 295 pence per Kitwave share and believes it reflects an attractive
valuation and premium, allowing shareholders to fully crystallise the value of
their holdings in cash today.

In reaching its conclusion, the Kitwave Board has carefully considered a range
of strategic, financial and market factors in the context of Kitwave's
long-term objectives and the interests of its shareholders. Public market
conditions have, since the IPO of the Company in May 2021, been supportive for
Kitwave, enabling the strengthening of its balance sheet, facilitating a
private equity and partial founder exit and providing a platform to execute
acquisitions to drive scale. Being a public company has also driven
improvements within the Kitwave business, such as stronger governance and
reporting procedures and processes which will benefit the business as it
continues to grow. Since IPO, the share price of the Company has increased
96.7 per cent. and the Company has achieved a total return of 125.0 per cent.
(including dividends), based on the offer price of 295 pence per Kitwave
Share. The Kitwave Board therefore are fully supportive of the public markets
and what they have helped the Company achieve over the past 4 years.

However, the Kitwave Board believes that the next phase of the Company's
development will require a materially different capital structure in order to
unlock future M&A opportunities which are key to the future growth of the
Company. Such a structure with higher leverage is likely to be unattractive to
public market shareholders, notwithstanding the fact that the successful
delivery of the Company's strategy is increasingly dependent on the execution
of such acquisitions. In addition, the Kitwave Board believes that the
Company's current market valuation presents a constraint on its ability to
execute further M&A at valuation multiples acceptable to shareholders.

Since its founding in 1987, Kitwave has undergone a period of significant
growth and transformation achieving revenues of £802.7 million for the 12
month financial period ended 31 October 2025. Despite this, the Kitwave Board
has also taken into account in reaching its recommendation the current
prevailing environment in which the Company operates in which market dynamics
continue to place sustained pressure on margins, while opportunities for
organic growth remain limited. At the same time, the Company is experiencing
an increasing cost base driven by compound minimum wage increases, changes to
National Insurance contributions and broader inflationary pressures across
overheads.

Finally, the Company's growth in profit after tax and dividend policy set at
IPO has resulted in a dividend profile that the Board considers to be
misaligned with the future capital and investment requirements of the
business. Any reduction in the dividend would be likely to result in forced
selling by a number of shareholders, which could adversely impact the
Company's share price.

Against this background, the Kitwave Board believes that the offer represents
a compelling exit opportunity for shareholders. The offer price reflects a
meaningful premium and, in the Kitwave Board's view, represents a level of
value that is unlikely to be achieved in the short to medium term under
current market conditions. The offer price of 295 pence per Kitwave Share
represents a premium of:

·      96.7 per cent. to the placing price at IPO;

·      33.5 per cent. to the Closing Price of 221 pence per Kitwave
Share on 21 January 2026 (being the last trading day before the commencement
of the Offer Period); and

·      38.8 per cent. to the volume weighted average price of 212 pence
per Kitwave Share for the three-month period to 21 January 2026 (being the
last trading day before the commencement of the Offer Period).

The Board also recognises the strong support for the Acquisition from the
founder of the business and other key shareholders which represent 16.4 per
cent. of the shareholders of the Company.

The Kitwave Board has unanimously concluded that the terms of the Acquisition
by OEP represent an attractive proposition for shareholders and stakeholders.
In considering the Acquisition, the Kitwave Board have taken into account
OEP's stated intentions for the business and its employees. The Kitwave Board
firmly believes that the Acquisition represents an appealing opportunity which
on completion of the Acquisition will result in a positive outcome for all its
stakeholders, including customers, colleagues and shareholders. Specifically,
the Kitwave Board notes the importance BidCo attaches to the skill and
experience of Kitwave's management and employees who will continue to be key
to the success of Kitwave, and welcomes BidCo's intention to review
opportunities to reallocate employees affected by headcount reductions to
appropriate alternative roles that may be created from organic growth.

6        Shareholder support

BidCo is pleased to have received irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the resolution to be proposed at the
General Meeting from Kitwave Shareholders in respect of 12,098,325 Kitwave
Shares, representing, in aggregate, approximately 14.4 per cent. of the issued
share capital of Kitwave on the Last Practicable Date.

BidCo is also pleased to have received a letter of intent to vote in favour of
the Scheme at the Court Meeting and the resolution to be proposed at the
General Meeting from Otus Capital Management Limited in respect of 1,628,715
Kitwave Shares, representing, in aggregate, approximately 1.9 per cent. of the
issued share capital of Kitwave on the Last Practicable Date.

Taken together with the irrevocable undertakings given by the Kitwave
Directors, BidCo has therefore received irrevocable undertakings and a letter
of intent in respect of a total of 18,075,288 Kitwave Shares representing, in
aggregate, approximately 21.6 per cent. of the issued share capital of Kitwave
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 III to this Announcement.

7        Information on BidCo and OEP

BidCo

BidCo is a newly formed private limited company incorporated under the laws of
England and Wales. BidCo was formed in connection with the Acquisition, has
not traded since its date of incorporation and has not entered into any
obligations other than in connection with the Acquisition.

BidCo is a wholly-owned subsidiary of Kite UK Midco Limited ("MidCo"). MidCo
is a newly formed private limited company incorporated under the laws of
England and Wales. MidCo was formed in connection with the Acquisition, has
not traded since its date of incorporation and has not entered into any
obligations other than in connection with the Acquisition.

MidCo is a wholly-owned subsidiary of Kite UK Topco Limited ("TopCo"). TopCo
is a newly formed private limited company incorporated under the laws of
England and Wales. TopCo is wholly-owned by the OEP Funds. TopCo was formed in
connection with the Acquisition, and has not traded since its date of
incorporation and has not entered into any obligations other than in
connection with the Acquisition.

OEP

Founded in 2001 and spun out of JP Morgan in 2015, OEP is a middle market
private equity firm focused on the industrial, healthcare, and technology
sectors. OEP has completed over 400 transactions and seeks to build
market-leading companies by identifying and executing transformative business
combinations. OEP prides itself on being a trusted partner with a
differentiated investment process, a broad and senior team, and an established
track record generating long-term value for its partners. OEP has offices in
New York, Chicago, Frankfurt and Amsterdam.

OEP has extensive experience investing in the wholesale distribution sector
and in executing buy-and-build strategies. The team has a demonstrated track
record of transforming distribution businesses. This expertise is evidenced by
investments in USCO, PGW Auto Glass, and Wheeler Fleet Solutions.

8        Information on Kitwave

Founded in 1987, following the acquisition of a single-site confectionery
wholesale business based in North Shields, United Kingdom, Kitwave is a
delivered wholesale business, specialising in selling and delivering impulse
products, frozen, chilled and fresh foods, alcohol, groceries and tobacco to
approximately 46,000, mainly independent, customers.

With a network of 37 depots, Kitwave is able to support delivery throughout
the UK to a diverse customer base, which includes independent convenience
retailers, leisure outlets, vending machine operators, foodservice providers
and other wholesalers, as well as leading national retailers.

The Group's growth to date has been achieved both organically and through a
strategy of acquiring smaller, predominantly family-owned, complementary
businesses in the fragmented UK grocery and foodservice wholesale market.

Kitwave (AIM: KITW) was admitted to trading on AIM of the London Stock
Exchange on 24 May 2021.

9        Strategic plans for Kitwave, Kitwave Directors, management,
employees and locations

Strategic plans for Kitwave

OEP holds Kitwave's business, management team and employees in high regard.
OEP intends to support Kitwave in continuing and accelerating its current
strategy, including its focus on expanding its foodservice offering, expanding
its service offerings across divisions, and pursuing disciplined,
value-accretive acquisitions across the fragmented UK wholesale and
foodservice markets. OEP believes that Kitwave is well positioned to build on
its strong market presence, broad service offering and acquisition track
record, and aims to provide the capital, strategic support and long-term
investment horizon necessary to realise these opportunities.

Employees and management

OEP attaches great importance to the skill, experience and commitment of
Kitwave's management and employees. OEP intends to support the retention of
Kitwave's existing management team and has no plans to make material changes
to the headcount, conditions of employment, or balance of skills or functions
of Kitwave's employees and management following completion of the Acquisition,
other than where roles may become redundant as a result of ceasing to be a
listed company or as part of post-completion integration of future
acquisitions. It is expected that, where possible, OEP and Kitwave management
will seek to review opportunities to reallocate affected employees to
appropriate alternative roles that may be created from organic growth.

OEP confirms its intention to fully safeguard the existing contractual and
statutory employment rights of all Kitwave management and employees in
accordance with applicable law.

It is intended that, with effect from the Effective Date, each of the
non-executive Directors of Kitwave shall resign from their office and be paid
in lieu of their contractual notice periods.

Headquarters, locations, fixed assets and research and development

OEP does not intend to make changes to Kitwave's headquarters or headquarter
functions in North Shields or to its fixed assets or network of depots, which
underpin its nationwide delivery capability.

Kitwave has no research and development function, and OEP has no intentions in
this regard.

Pensions

Kitwave does not operate any defined benefit pension scheme for its employees.
Kitwave does operate defined contribution pension arrangements for eligible
employees. OEP does not intend to make any changes to the contribution rates,
the accrual of benefits for existing members, or the rules governing the
admission of new members under Kitwave's existing defined contribution
arrangements and will comply with all applicable law in relation to the
provision of retirement benefits.

Management incentivisation arrangements

Given their importance to the future success of the business, OEP intends to
establish incentivisation arrangements for certain members of Kitwave's
management team following the completion of the Acquisition. However, as at
the date of this Announcement, there have been no discussions between OEP and
any members of Kitwave's management team regarding any such incentivisation
arrangements. OEP intends to initiate discussions regarding appropriate
incentivisation arrangements for certain members of Kitwave's management team
promptly following the Scheme becoming Effective.

Trading facilities

Prior to the Scheme becoming Effective, application will be made by Kitwave
for the cancellation of trading of the Kitwave Shares on AIM to take effect on
or shortly after the Effective Date. The last day of dealings in, and
registration of transfers of, Kitwave Shares on AIM is expected to be the date
of the Sanction Hearing and no transfers will be registered after 6.00 p.m. on
that date. On the Effective Date, share certificates in respect of Kitwave
Shares will cease to be valid and entitlements to Kitwave Shares held within
the CREST system will be cancelled. It is also proposed that, following the
Effective Date and after its shares are de-listed, Kitwave shall be
re-registered as a private limited company. Please refer to paragraph 16 of
this Announcement for further information.

Post-offer undertakings

No statement in this paragraph 9 constitutes or is intended to become a
post-offer undertaking under Rule 19.5 of the Code.

10      Kitwave Share Plan

Participants in the Kitwave Share Plan will be contacted regarding the effect
of the Acquisition on their rights under the Kitwave Share Plan and
appropriate proposals will be made to such participants in due course. Further
details of the terms of such proposals will also be included in the Scheme
Document.

11      Kitwave Warrants

 

The Acquisition will affect the holder of the Kitwave Warrants. An appropriate
proposal pursuant to Rule 15 of the Code will be made to the holder of the
Kitwave Warrants and each grant of the Kitwave Warrants shall be treated in
accordance with the rules applicable to it. Further details of these
arrangements will be communicated to the holder of the Kitwave Warrants in due
course.

12      Kitwave Profit Estimate

Kitwave issued a trading update for the 12-month period ended 31 October 2025
(the "Period") on 5 November 2025 which included the following statement:

·      "Since reporting its half year results at the start of July,
trading during the six months to Period end has been as anticipated. As such,
the Board expects profit to be in line with market expectations for the
Period."

This statement constitutes a profit estimate for the purposes of Rule 28.1(c)
of the Code (the "Kitwave Profit Estimate").

Basis of preparation

The Kitwave Profit Estimate has been prepared on a basis consistent with
Kitwave's accounting policies, which are in accordance with UK adopted
international accounting standards. These policies are consistent with those
applied in the preparation of Kitwave's annual accounts for the year ended 31
October 2024.

The Kitwave Profit Estimate is not based on any assumptions.

Kitwave Directors' Confirmation

The Kitwave Directors have considered the Kitwave Profit Estimate and
confirm that it:

·      remains valid as at the date of this Announcement; and

·      has been properly compiled on a basis of accounting that is
consistent with Kitwave's accounting policies, which are in accordance with UK
adopted international accounting standards, and are those that Kitwave expects
to apply in preparing its audited annual accounts for the fourteen months
ended 31 December 2025.

13      Financing

The cash consideration payable by BidCo under the terms of the Acquisition
will be funded from equity to be invested by the OEP Funds pursuant to the
terms of the Equity Commitment Letter.

Moelis, in its capacity as financial adviser to BidCo, confirms that it is
satisfied that sufficient resources are available to BidCo to satisfy in full
the Cash Consideration payable under the terms of the Acquisition.

14      Dividends

If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of Kitwave
Shares, BidCo reserves the right to reduce the Cash Consideration by an amount
equal to all or part of any such dividend and/or other distribution and/or
return of capital, in which case Kitwave Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital authorised, declared, made or paid.

15      Offer-related arrangements

Confidentiality Agreement

OEP and Kitwave entered into a confidentiality agreement dated 22 December
2025 (the "Confidentiality Agreement") pursuant to which OEP has undertaken to
Kitwave, amongst other things: (i) to keep information relating to Kitwave and
the Acquisition strictly confidential and not to disclose it to any person
except as permitted by the terms of the Confidentiality Agreement; and (ii) to
use such confidential information solely for the purpose of evaluating,
negotiating, advising upon, implementing or arranging financing for the
Acquisition.

OEP's obligations under the Confidentiality Agreement, unless otherwise
specified, remain in force for a period of two years from the date of the
Confidentiality Agreement.

The Confidentiality Agreement also contains standstill provisions restricting
OEP, its group companies and concert parties from, amongst other things,
acquiring or offering to acquire interests in Kitwave Shares. Those standstill
restrictions ceased to apply on the making of this Announcement.

The Confidentiality Agreement also contains customary non-solicitation
provisions with regard to certain of Kitwave's employees, customers and
suppliers which will remain in force for a period of 12 months from the date
of the Confidentiality Agreement.

Share Plan Agreement

On 22 January 2026, BidCo and Kitwave entered into the Share Plan Agreement in
relation to the Acquisition. The Share Plan Agreement contains provisions that
shall apply in respect of the Kitwave Share Plan. The Share Plan Agreement
will terminate in certain circumstances set out within, including where
Kitwave Shareholders do not approve the Scheme or pass the resolution (as
applicable) at the General Meeting, where the Court does not sanction the
Scheme, or by written notice from BidCo to Kitwave if the Kitwave Board
withdraws or adversely modifies its unanimous recommendation in respect of the
Acquisition.

16      Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between Kitwave and the Scheme
Shareholders under Part 26 of the Companies Act, although BidCo reserves the
right to implement the Acquisition by means of a Takeover Offer (subject to
Panel consent).

The purpose of the Scheme is to provide for BidCo to become the holder of the
entire issued and to be issued ordinary share capital of Kitwave. This is to
be achieved by the transfer of the Scheme Shares to BidCo, in consideration
for which the Scheme Shareholders shall receive the Cash Consideration.

The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this Announcement and to be set out in the Scheme
Document and shall only become Effective, if, among other things, the
following events occur on or before 11.59 p.m. on the Long Stop Date:

·      the approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and vote (and are entitled to vote), whether in
person or by proxy, at the Court Meeting and who represent at least 75 per
cent. in value of the votes cast by those Scheme Shareholders;

·      the resolution required to approve and implement the Scheme being
duly passed by Kitwave Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment thereof);

·      the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms acceptable to
Kitwave and BidCo); and

·      the delivery of a copy of the Court Order to the Registrar of
Companies.

The Scheme will lapse if:

·      the Court Meeting and the General Meeting are not held on or
before the 22nd day after the expected date of such meetings to be set out in
the Scheme Document in due course (or such later date, if any, (a) as BidCo
and Kitwave may agree or (b) (in a competitive situation) as may be specified
by BidCo with the consent of the Panel, and in each case that (if so required)
the Court may allow);

·      the Court Hearing is not held on or before the 22nd day after the
expected date of such hearing as first announced by Kitwave through a
Regulatory Information Service (or such later date, if any, (a) as BidCo and
Kitwave may agree or (b) (in a competitive situation) as may be specified by
BidCo with the consent of the Panel, and in each case that (if so required)
the Court may allow); or

·      the Scheme does not become Effective on or before 11.59 p.m. on
the Long Stop Date.

Subject to satisfaction (or waiver, where applicable) of the Conditions, the
Scheme is expected to become Effective during Q1 2026.

Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, regardless of whether or not they attended or voted, or how they
voted, at the Court Meeting or the General Meeting. The Cash Consideration
will be despatched to Scheme Shareholders no later than 14 days after the
Effective Date.

Any Kitwave Shares issued before the Scheme Record Time which remain in issue
at the Scheme Record Time will be subject to the terms of the Scheme. The
resolution to be proposed at the General Meeting will, amongst other things,
provide that Kitwave's articles of association be amended to incorporate
provisions requiring, among other things and subject to the Scheme becoming
Effective, any Kitwave Shares issued or transferred after the Scheme Record
Time (other than to BidCo and/or its nominees) to be automatically transferred
to BidCo (or as BidCo may direct) on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of Kitwave's
articles of association (as amended) will avoid any person (other than BidCo,
its nominees and any person to whom BidCo may direct the transfer of Kitwave
Shares after the Effective Date) holding and retaining Kitwave Shares after
the Effective Date.

17      De-listing and re-registration of Kitwave

Prior to the Scheme becoming Effective, application will be made by Kitwave
for the cancellation of trading of the Kitwave Shares on AIM to take effect on
or shortly after the Effective Date.

The last day of dealings in, and registration of transfers of, Kitwave 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. on that date.

On the Effective Date, share certificates in respect of Kitwave Shares will
cease to be valid and entitlements to Kitwave Shares held within the CREST
system will be cancelled. Kitwave Shareholders shall be required to return
share certificates to Kitwave or destroy them following the Effective Date.

It is also proposed that, following the Effective Date and after its shares
are de-listed, Kitwave shall be re-registered as a private limited company.

18      Disclosure of Interests in Kitwave

Except for the irrevocable undertakings referred to in paragraph 6 above and
Appendix III, as at the Last Practicable Date, neither BidCo, nor any of its
directors, nor, so far as BidCo is aware, any person acting in concert (within
the meaning of the Code) with BidCo for the purposes of the Acquisition:

·      has any interest in, or right to subscribe for, any Kitwave
Shares nor does any such person have any short position in Kitwave 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 Kitwave Shares;

·      has borrowed or lent any Kitwave Shares or entered into any
financial collateral arrangements relating to Kitwave Shares; or

·      is party to any dealing of the kind referred to in Note 11 on the
definition of acting in concert in the Code in relation to the relevant
securities of Kitwave.

However, prior to the date of this Announcement, it has not been practicable
for BidCo to make enquiries of all persons acting in concert with it in order
to include all relevant details in respect of such persons in this
Announcement. To the extent that any relevant details are identified following
such enquiries, they shall be included in the Opening Position Disclosure to
be made by BidCo in due course.

19      General

BidCo reserves the right to elect (with the consent of the Panel) to implement
the Acquisition by way of a Takeover Offer for the Kitwave Shares as an
alternative to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments, including (without
limitation) an acceptance condition set at a level permitted by the Panel.

The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement. A summary
of the irrevocable undertakings and the letter of intent given in relation to
the Acquisition is contained in Appendix III to this Announcement. Certain
terms used in this Announcement are defined in Appendix IV to this
Announcement.

The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting, will, save with the
consent of the Panel, be distributed to Kitwave Shareholders (along with the
Forms of Proxy for use in connection with the Court Meeting and the General
Meeting) within 28 days of the date of this Announcement.

The Scheme Document and Forms of Proxy shall be made available to all Kitwave
Shareholders at no charge to them.

Moelis and Canaccord Genuity have each given and not withdrawn their consent
to the publication of this Announcement with the inclusion herein of the
references to their names in the form and context in which they appear.

20      Documents available on website

Copies of the following documents will be made available on the website of
Kitwave at https://www.kitwave.co.uk/investors until the Effective Date:

·             this Announcement;

·             the irrevocable undertakings and the letter of
intent referred to in paragraph 6 above and summarised in Appendix III to this
Announcement;

·             the Confidentiality Agreement;

·             the Share Plan Agreement;

·             the Equity Commitment Letter; and

·             the written consent letters from each of Moelis and
Canaccord Genuity referred to in paragraph 19 above.

The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this 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

 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
 Charles Goodwin                                                          kitwave@yellowjerseypr.com
 Shivantha Thambirajah
 Bessie Elliot

Norton Rose Fulbright LLP is acting as legal adviser to OEP and BidCo. Ashurst
LLP is acting as legal adviser to Kitwave Group plc.

Important notices

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.

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.

Inside information

The information contained within this Announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this Announcement via a regulatory information
service, this inside information will be considered to be in the public
domain. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of Kitwave is David Brind, Chief
Financial Officer.

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.

This Announcement does not constitute a prospectus or prospectus equivalent
document.

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 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 Code,
the 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
(http://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 this 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 this 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.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by BidCo or Kitwave may contain statements about BidCo
and Kitwave that 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 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 the future results expressed or implied by
the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the 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.

No profit forecasts or estimates

Except for the Kitwave Profit Estimate, no statement in this Announcement is
intended as, or is to be construed as, a profit forecast, profit estimate or
quantified financial benefit statement for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per share
for Kitwave for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for
Kitwave.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 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) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day 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 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 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(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 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 shall
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
http://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.

Information relating to Kitwave Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Kitwave Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Kitwave may be
provided to BidCo during the Offer Period as requested under Section 4 of
Appendix 4 of the Code.

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 those websites 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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Kitwave confirms that, as at the date
of this Announcement, it has in issue 83,736,538 ordinary shares of £0.01
each with voting rights. Kitwave does not hold any ordinary shares in
treasury. The Kitwave Shares are admitted to trading on AIM and their
International Securities Identification Number is GB00BNYKB709. In addition,
Kitwave confirms that, as at the date of this Announcement, it has in issue
142,222 Kitwave Warrants.

General

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 independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

1        The Acquisition is conditional upon the Scheme becoming
unconditional and Effective, subject to the provisions of the Code, by no
later than 11.59 p.m. on the Long Stop Date.

2        The Scheme shall be subject to the following conditions:

2.1

(i)           its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and

(ii)          such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, (a) as BidCo and Kitwave may agree or (b)
(in a competitive situation) as may be specified by BidCo with the consent of
the Panel, and in each case (if so required) with the approval of the Court);

2.2

(i)           the resolution(s) required to implement the Scheme
being duly passed by Kitwave Shareholders representing not less than 75 per
cent. of the votes cast at the General Meeting (or any adjournment thereof);
and

(ii)          such General Meeting (or any adjournment thereof) being
held on or before the 22nd day after the expected date of such meeting to be
set out in the Scheme Document in due course (or such later date, if any, (a)
as BidCo and Kitwave may agree or (b) (in a competitive situation) as may be
specified by BidCo with the consent of the Panel, and in each case (if so
required) with the approval of the Court);

2.3

(i)           the sanction of the Scheme by the Court (with or
without modification, but subject to any modification being on terms
acceptable to Kitwave and BidCo) and the delivery of a copy of the Court Order
to the Registrar of Companies; and

(ii)          the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing as first announced by Kitwave
through a Regulatory Information Service (or such later date, if any, (a) as
BidCo and Kitwave may agree or (b) (in a competitive situation) as may be
specified by BidCo with the consent of the Panel, and in each case (if so
required) with the approval of the Court).

3        In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order shall not be delivered
to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:

Official authorisations, regulatory clearances and third party clearances

(a)        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 Kitwave 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, Kitwave by BidCo or any member of the Wider BidCo
Group;

(b)       all notifications, filings or applications which are necessary
or appropriate 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 BidCo Group of any shares or other securities in, or control of,
Kitwave and all authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals deemed necessary or appropriate by BidCo or any member of the Wider
BidCo 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,
Kitwave or any member of the Wider Kitwave Group by any member of the Wider
BidCo Group having been obtained in terms and in a form reasonably
satisfactory to BidCo from all appropriate Third Parties or persons with whom
any member of the Wider Kitwave 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 Kitwave Group which are material in the
context of the BidCo Group or the Kitwave Group as a whole or for or in
respect of the Acquisition including, without limitation, 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;

(c)        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:

(i)           require, prevent or delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider BidCo Group or any member of the Wider Kitwave 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 BidCo Group or the Wider Kitwave Group in either
case taken as a whole or in the context of the Acquisition;

(ii)          require, prevent or delay the divestiture by any member
of the Wider BidCo Group of any shares or other securities in Kitwave;

(iii)         impose any material limitation on, or result in a delay
in, the ability of any member of the Wider BidCo 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 Kitwave Group or the
Wider BidCo Group or to exercise voting or management control over any such
member;

(iv)         otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider BidCo Group or of any member of the
Wider Kitwave Group to an extent which is material in the context of the Wider
BidCo Group or the Wider Kitwave Group in either case taken as a whole or in
the context of the Acquisition;

(v)          make the Acquisition or its implementation or the
acquisition or proposed acquisition by BidCo or any member of the Wider BidCo
Group of any shares or other securities in, or control of Kitwave void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay,
challenge or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto;

(vi)         require any member of the Wider BidCo Group or the Wider
Kitwave Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Kitwave Group or the Wider
BidCo Group owned by any third party;

(vii)        impose any limitation on the ability of any member of the
Wider Kitwave Group to integrate or 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 Kitwave Group taken as a whole or in the context
of the Acquisition; or

(viii)       result in any member of the Wider Kitwave 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 action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Kitwave Shares
having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

(d)       save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Kitwave Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, or any circumstance which in
consequence of the Acquisition or the acquisition or proposed acquisition of
any shares or other securities (or equivalent) in Kitwave or because of a
change in the control or management of Kitwave or otherwise, could or might
result in any of the following to an extent which is material and adverse in
the context of the Wider Kitwave Group, or the Wider BidCo Group, in either
case taken as a whole, or in the context of the Acquisition:

(i)           any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
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 moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)          any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;

(iii)         any asset or interest of any such member 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;

(iv)         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 such member;

(v)          the rights, liabilities, obligations or interests of any
such member, 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;

(vi)         the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(vii)        any such member ceasing to be able to carry on business
under any name under which it presently does so; or

(viii)       the creation or acceleration of any liability, actual or
contingent, by any such member (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 Kitwave 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 (i) to (viii) of this Condition;

Certain events occurring since Last Accounts Date

(e)        save as Disclosed, no member of the Wider Kitwave Group
having, since the Last Accounts Date:

(i)           save as between Kitwave and wholly-owned subsidiaries
of Kitwave or for Kitwave Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Kitwave Share Plan, issued or
agreed to issue, authorised or proposed the issue of additional shares of any
class;

(ii)          save as between Kitwave and wholly-owned subsidiaries
of Kitwave or for the grant of options and awards and other rights under the
Kitwave Share Plan, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;

(iii)         other than to another member of the Kitwave Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether payable in cash
or otherwise;

(iv)         save for intra-Kitwave 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, acquisition or 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 which is material in the context of the Wider Kitwave
Group taken as a whole or in the context of the Acquisition;

(v)          save for intra-Kitwave 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 which is material in the context of
the Wider Kitwave Group taken as a whole or in the context of the Acquisition;

(vi)         issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Kitwave Group transactions,
in the ordinary course of business) incurred or increased any indebtedness or
become subject to any contingent liability;

(vii)        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 (i) or (ii)
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 Kitwave Group taken
as a whole in the context of the Acquisition;

(viii)       save for intra-Kitwave 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;

(ix)         entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or magnitude or
which is or could be restrictive on the business of any member of the Wider
Kitwave Group or the Wider BidCo Group or which involves or could involve an
obligation of such a nature or magnitude which is other than in the ordinary
course of business and which is material in the context of the Wider Kitwave
Group taken as a whole or in the context of the Acquisition;

(x)          (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 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
which is material in the context of the Wider Kitwave Group taken as a whole
or in the context of the Acquisition;

(xi)         entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider Kitwave
Group or the Wider BidCo Group other than of a nature and extent which is
normal in the context of the business concerned;

(xii)        waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Kitwave Group taken as a whole or in the context of the Acquisition;

(xiii)       made any material alteration to its memorandum or articles
of association or other incorporation documents;

(xiv)       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;

(xv)        entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (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 3(e)(iii);

(xvi)       made or agreed or consented to any change to:

(A)         the terms of the trust deeds or other governing documents
constituting the pension scheme(s) established by any member of the Wider
Kitwave Group for its directors, employees or their dependents;

(B)         the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;

(C)         the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or

(D)         the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made,

in each case, to an extent which is material in the context of the Wider
Kitwave Group taken as a whole or in the context of the Acquisition;

(xvii)      proposed, agreed to provide or modified the terms of the
Kitwave Share Plan 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 Kitwave Group or which constitutes a material change to
the terms or conditions of employment of any senior employee of the Wider
Kitwave Group, save as agreed by the Panel (if required) and by BidCo, or
entered into or changed the terms of any contract with any director or senior
executive;

(xviii)      taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Kitwave Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Code;

(xix)       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 Kitwave Group; or

(xx)        waived or compromised any claim which is material in the
context of the Wider Kitwave Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course;

No adverse change, litigation or regulatory enquiry

(f)        save as Disclosed, since the Last Accounts Date:

(i)           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 Kitwave Group which, in any
such case, is material in the context of the Wider Kitwave 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;

(ii)          no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Kitwave Group is or
may become a party (whether as a plaintiff, 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 Kitwave Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Kitwave Group which in any such case has had or might reasonably be
expected to have a material adverse effect on the Wider Kitwave Group taken as
a whole or in the context of the Acquisition;

(iii)         no contingent or other liability of any member of the
Wider Kitwave Group having arisen or become apparent to BidCo or increased
which has had or might reasonably be expected to have a material adverse
effect on the Wider Kitwave Group taken as a whole or in the context of the
Acquisition;

(iv)         no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member by or the
Wider Kitwave Group which in any case is material in the context of the Wider
Kitwave Group taken as a whole;

(v)          no member of the Wider Kitwave Group having conducted
its business in breach of any applicable laws and regulations and which is
material in the context of the Wider Kitwave Group as a whole or in the
context of the Acquisition; and

(vi)         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 Kitwave 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
Kitwave Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(g)       save as Disclosed, BidCo not having discovered:

(i)           that any financial, business or other information
concerning the Wider Kitwave Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Kitwave Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading, in
each case, to an extent which is material in the context of the Wider Kitwave
Group taken as a whole or in the context of the Acquisition;

(ii)          that any member of the Wider Kitwave Group or
partnership, company or other entity in which any member of the Wider Kitwave
Group has a significant economic interest and which is not a subsidiary
undertaking of Kitwave, is subject to any liability (contingent or otherwise)
which is not disclosed in the annual report and accounts of the Kitwave Group
for the financial year ended 31 October 2024 or the unaudited interim results
for the six months ended 30 April 2025, in each case, to the extent which is
material in the context of the Wider Kitwave Group taken as a whole or in the
context of the Acquisition; or

(iii)         any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Kitwave Group and which is material in the context of the Wider Kitwave Group
taken as a whole or in the context of the Acquisition;

(h)        save as Disclosed, BidCo not having discovered that:

(i)           any past or present member of the Wider Kitwave Group
has failed to comply with any and/or all applicable legislation or regulation,
of any jurisdiction with regard 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
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
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Kitwave Group and which is material in the context of the
Wider Kitwave Group taken as a whole or in the context of the Acquisition;

(ii)          there is, or is likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider Kitwave Group to make good, remediate, repair, reinstate or clean
up any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider Kitwave Group (or on its behalf) or by any person for which a member
of the Wider Kitwave 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,
under any environmental legislation, regulation, notice, circular or order of
any Third Party and which is material in the context of the Wider Kitwave
Group taken as a whole or in the context of the Acquisition;

(iii)         circumstances exist (whether as a result of the making
of the Acquisition or otherwise) which would be reasonably likely to lead to
any Third Party instituting, or whereby any member of the Wider BidCo Group or
any present or past member of the Wider Kitwave 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, re-instate 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 Kitwave Group (or on its behalf) or by any
person for which a member of the Wider Kitwave 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
Kitwave Group taken as a whole or in the context of the Acquisition; or

(iv)         circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Kitwave Group which claim or claims would be likely, materially and adversely,
to affect any member of the Wider Kitwave Group and which is material in the
context of the Wider Kitwave Group taken as a whole or in the context of the
Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

(i)         save as Disclosed, BidCo not having discovered that:

(i)           (A) any past or present member, director, officer or
employee of the Wider Kitwave 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 Kitwave Group 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

(ii)          any asset of any member of the Wider Kitwave 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 Kitwave Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or

(iii)         any past or present member, director, officer or
employee of the Wider Kitwave Group, or any other person for whom any such
person may be liable or responsible, 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:

(A)         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 HM
Revenue and Customs; or

(B)         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

(iv)         any past or present member, director, officer or employee
of the Wider Kitwave Group, or any other person for whom any such person may
be liable or responsible:

(A)         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;

(B)         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;

(C)         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

(D)         is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental instrumentality,
or international organisation or found to have violated any applicable law,
rule, or regulation concerning government contracting or public procurement;
or

(v)          any member of the Wider Kitwave Group is or has been
engaged in any transaction which would cause BidCo or any member of the Wider
BidCo Group to be in breach of any law or regulation upon its acquisition of
Kitwave, including but not limited to the economic sanctions of the United
States Office of Foreign Assets Control, or HM Revenue and Customs, or any
other relevant government authority.

 

Part B: Certain further terms of the Acquisition

1.   Subject to the requirements of the Panel and the Code, BidCo reserves
the right in its sole discretion to waive:

(a)  the deadline set out in paragraph 1 of Part A of this Appendix I, and
any of the deadlines set out in paragraph 2 of Part A of this Appendix I for
the timing of the Court Meeting, the General Meeting and the Court Hearing. If
any such deadline is not met, BidCo shall 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 Kitwave (or, as the case may be,
the Panel) to extend the deadline in relation to the relevant Condition; and

(b)  in whole or in part, all or any of the Conditions set out in Part A of
this Appendix I, except for the Conditions set out in paragraph 2.1(i), 2.2(i)
and 2.3(i) of Part A of this Appendix I which cannot be waived.

2.   The Conditions set out in paragraphs 2.1, 2.2 and 3 of Part A of this
Appendix I must each be satisfied or (if capable of waiver) waived by BidCo by
no later than 11.59 p.m. on the date immediately preceding the date of the
Court Hearing. BidCo shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as satisfied any
of the Conditions set out in paragraph 3 of Part A of this Appendix I that it
is entitled (with the consent of the Panel and subject to the requirements of
the Code) to invoke, by a date earlier than the latest date specified above
for the fulfilment or waiver thereof, 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 such
Conditions may not be capable of fulfilment.

3.   Under Rule 13.5(a) of the Code, BidCo 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 BidCo in the context of the
Acquisition. BidCo 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 BidCo. The Conditions set out in paragraphs 1 and 2
of Part A of this Appendix I and, if applicable, any acceptance condition if
the Acquisition is implemented by means of a Takeover Offer, are not subject
to Rule 13.5(a) of the Code.

4.   If BidCo is required by the Panel to make an offer for Kitwave Shares
under the provisions of Rule 9 of the Code, BidCo may make such alterations to
any of the Conditions and the terms of the Acquisition as are necessary to
comply with the provisions of Rule 9 of the Code.

5.   BidCo reserves the right to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme (subject to the Panel's
consent). In such an event, the Acquisition will be implemented on the same
terms and conditions, as those which would apply to the Scheme, subject to
appropriate amendments including (without limitation) the inclusion of an
acceptance condition set at level permitted by the Panel, being in any case
more than 50 per cent. of the Kitwave Shares), or any amendments required by,
or deemed appropriate by, BidCo under applicable law or any amendments
necessary to reflect the Takeover Offer.

6.   Kitwave Shares which will be acquired pursuant to 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 whatsoever 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)
declared, made or paid or any other return of capital or value (whether by
reduction of share capital or share premium account or otherwise) by reference
to a record date after the Effective Date.

7.   If, on or after the date of this Announcement and on or prior to the
Effective Date, any dividend and/or other distribution and/or return of
capital is authorised, declared, made or paid or becomes payable in respect of
Kitwave Shares, BidCo reserves the right (without prejudice to any right BidCo
may have, with the consent of the Panel, to invoke the Condition set out in
paragraph 3(e)(iii) of Part A of this Appendix I) to reduce the Cash
Consideration by an amount equal to all or part of any such dividend and/or
other distribution and/or return of capital, in which case any reference in
this Announcement or in the Scheme Document to the Cash Consideration will be
deemed to be a reference to the Cash Consideration so reduced. If (but only to
the extent) BidCo exercises this right or makes such a reduction in respect of
any such dividend and/or other distribution and/or return of capital, Kitwave
Shareholders shall be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital declared, made, or paid. For the
avoidance of doubt, any exercise by BidCo of its rights referred to in this
paragraph shall not be regarded as constituting any revision or variation of
the Acquisition.

8.   Except with the Panel's consent, settlement of the Cash 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
BidCo may otherwise be, or claim to be, entitled as against such Scheme
Shareholder and will be effected in the manner described in this Announcement.

9.   The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email 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 where to do so would violate the laws of that
jurisdiction.

10.  The Acquisition is governed by the law of England and Wales and is
subject to the jurisdiction of the courts of England and Wales and to the
Conditions and further terms set out in this Appendix I and to be set out in
the Scheme Document. The Acquisition is subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules.

11.  Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.

12.  The Acquisition is subject to, inter alia, the Conditions set out in
Part A and the further terms of the Acquisition set out in Part B of this
Appendix I to this Announcement. The Acquisition is also subject 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 Code.

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise
requires, the bases and sources used are set out below.

·      The Cash Consideration values the entire issued and to be issued
ordinary share capital of Kitwave at approximately £251 million on a fully
diluted basis.

·      The value of the Acquisition on a fully diluted basis has been
calculated on the basis of a fully diluted issued share capital 84,937,354
Kitwave Shares, which is calculated by reference to 83,736,538 Kitwave Shares
in issue on 22 January 2026 and a further 1,058,594 Kitwave Shares which may
be issued on or after the date of this Announcement in connection with the
exercise of options and vesting of awards under the Kitwave Share Plan based
on an anticipated Effective Date of 30 March 2026 and 142,222 Kitwave Shares
which may be issued pursuant to the Warrant Instrument.

·      Unless otherwise stated, all prices and closing prices for
Kitwave Shares are closing middle market quotations derived from Bloomberg.

·      Volume weighted average prices have been derived from Bloomberg
and have been rounded to the nearest single decimal place.

·      Unless otherwise stated, the financial information relating to
Kitwave is extracted from the annual report and accounts of the Kitwave Group
for the financial year ended 31 October 2024.

·      Certain figures included in this Announcement have been subject
to rounding adjustments.

APPENDIX III

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

The following Kitwave Directors have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the resolution to be proposed at
the General Meeting and, if BidCo exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure acceptance of
such offer:

Part A - Kitwave Directors' Irrevocable Undertakings

 Name of Kitwave Director  Number of Kitwave Shares in respect of which undertaking is given  Percentage of Kitwave issued share capital as at the Last Practicable Date
                                                                                              (excluding shares under option)
 David Brind               2,246,818                                                          2.7%
 Ben Maxted                2,101,430                                                          2.5%
 TOTAL                     4,348,248                                                          5.2%

 

These irrevocable undertakings also extend to any shares acquired by the
Kitwave Directors as a result of the vesting of awards or the exercise of
options under the Kitwave Share Plan.

The obligations of the Kitwave Directors under the irrevocable undertakings
shall lapse and cease to have effect, inter alia, on and from the following
occurrences:

·      the Panel consents to BidCo not proceeding with the Acquisition;

·      the Acquisition lapses (or, in the case of a Takeover Offer, is
withdrawn) (save that switching from a scheme of arrangement to a contractual
offer, or vice versa, shall not be deemed to constitute the lapsing or
withdrawal of the Acquisition); or

·      the Acquisition does not become effective or unconditional (as
applicable) by the Long Stop Date.

 

Part B - Non-director Kitwave Shareholder irrevocable undertakings and Letter
of intent

 Name of Kitwave Shareholder giving undertaking  Number of Kitwave Shares in respect of which undertaking is given  Percentage of Kitwave issued share capital as at the Last Practicable Date
 Paul Young                                      3,666,801                                                          4.4%
 Michael Young                                   2,154,888                                                          2.6%
 Dave Young                                      1,723,103                                                          2.1%
 Olga Young                                      1,191,767                                                          1.4%
 Chris Young                                     1,191,766                                                          1.4%
 Emma Young                                      420,000                                                            0.5%
 Securities Services Nominees Limited(1)         1,750,000                                                          2.1%
 TOTAL                                           12,098,325                                                         14.4%

(1) The beneficial owner in respect of Securities Services Nominees Limited's
registered holding of Kitwave Shares is Oryx International Growth Fund
Limited, which is part of Harwood Capital Management Group.

The obligations of each of the Young family members under their irrevocable
undertakings shall lapse and cease to have effect, inter alia, on and from the
following occurrences:

·      the Panel consents to BidCo not proceeding with the Acquisition;

·      the Acquisition lapses (or, in the case of a Takeover Offer, is
withdrawn) (save that switching from a scheme of arrangement to a contractual
offer, or vice versa, shall not be deemed to constitute the lapsing or
withdrawal of the Acquisition); or

·      the Acquisition does not become effective or unconditional (as
applicable) by the Long Stop Date.

The obligations of Securities Services Nominees Limited under its irrevocable
undertaking shall lapse and cease to have effect, inter alia, on and from the
following occurrences:

·      the Panel consents to BidCo not proceeding with the Acquisition;

·      the Acquisition lapses (or, in the case of a Takeover Offer, is
withdrawn) (save that switching from a scheme of arrangement to a contractual
offer, or vice versa, shall not be deemed to constitute the lapsing or
withdrawal of the Acquisition);

·      the Acquisition does not become effective or unconditional (as
applicable) by the Long Stop Date; or

·      any person other than BidCo or any person acting in concert BidCo
announces, prior to 3:00 pm on the fifth business day after the date of
despatch to shareholders of the Company of the Scheme Document, a firm
intention (in accordance with Rule 2.7 of the Code) to make an offer (within
the meaning of Code) (whether or not the subject of pre-conditions) to acquire
all the equity share capital of Kitwave, other than that already owned by the
person making such offer, on terms which represent (in the reasonable opinion
of Moelis) an improvement of 10 per cent or more on the value of the
consideration offered under the Acquisition.

Otus Capital Management Limited has given a non-binding letter of intent to
vote in favour of the Scheme and to vote in favour of any and all resolutions
necessary to approve and implement, or which could assist in the
implementation of, the Scheme (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept the Takeover Offer) in
respect of its entire legal and beneficial holding of 1,628,715 Kitwave Shares
(representing 1.9 per cent. of the issued share capital of Kitwave on the Last
Practicable Date).

 

 

 

 

 

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 Acquisition                         has the meaning given to it in paragraph 1
 AIM                                 the Alternative Investment Market, a market operated by the London Stock
                                     Exchange
 AIM Rules                           the AIM Rules for Companies as published by the London Stock Exchange, as
                                     amended from time to time
 Announcement                        this announcement
 BidCo                               Kite UK Bidco Limited
 BidCo Group                         TopCo and its subsidiary undertakings from time to time
 Business Day                        a day (other than Saturdays, Sundays and public holidays in the UK) on which
                                     banks are open for non-automated business in London
 Canaccord Genuity                   Canaccord Genuity Limited, Financial Adviser. Rule 3 Adviser, Nominated
                                     Adviser and Sole Broker to Kitwave
 Cash Consideration                  has the meaning given to it in paragraph 2
 Closing Price                       the closing middle market price of a Kitwave Share on a particular trading day
                                     as derived from Bloomberg
 Code                                the City Code on Takeovers and Mergers, as amended from time to time
 Companies Act                       the Companies Act 2006, as amended from time to time
 Conditions                          the conditions to the implementation of the Acquisition, as set out in Part A
                                     of Appendix I to this Announcement and to be set out in the Scheme Document
 Confidentiality Agreement           has the meaning given to it in paragraph 15
 Court                               the High Court of Justice in England and Wales
 Court Hearing                       the hearing by the Court of the application to sanction the Scheme under Part
                                     26 of the Companies Act
 Court Meeting                       the meeting of Scheme Shareholders to be convened pursuant to an order of the
                                     Court under the Companies Act for the purpose of considering and, if thought
                                     fit, approving the Scheme (with or without amendment), including any
                                     adjournment thereof, notice of which is to be contained in the Scheme Document
 Court Order                         the order of the Court sanctioning the Scheme
 CREST                               the system for the paperless settlement of trades in securities and the
                                     holding of uncertificated securities operated by Euroclear
 Dealing Disclosure                  has the meaning given to it in Rule 8 of the Code
 Disclosed                           the information fairly disclosed by, or on behalf of Kitwave, (i) in the
                                     annual report and accounts of the Kitwave Group for the financial year ended
                                     31 October 2024, (ii) in the unaudited interim results for the six months
                                     ended 30 April 2025; (iii) in this Announcement; (iv) in any other
                                     Announcement to a Regulatory Information Service by, or on behalf of, Kitwave
                                     prior to the date of this Announcement; or (vi) as otherwise fairly disclosed
                                     to BidCo (or its respective officers, employees, agents or advisers) prior to
                                     the date of this Announcement
 Effective                           in the context of the Acquisition:

                                     (a)      if the Acquisition is implemented by way of the Scheme, the
                                     Scheme having become effective pursuant to its terms; or

                                     (b)      if the Acquisition is implemented by way of a Takeover Offer,
                                     such Takeover Offer having become or been declared unconditional in accordance
                                     with the Code
 Effective Date                      the date on which the Acquisition becomes Effective
 Euroclear                           Euroclear UK & Ireland International Limited
 Equity Commitment Letter            the equity commitment letter entered into by, amongst others, the OEP Funds in
                                     favour of BidCo on or around the date of this Announcement
 Excluded Shares                     (i) any Kitwave Shares of which BidCo or any member of the BidCo Group is the
                                     holder or in which BidCo or any member of the BidCo Group is beneficially
                                     interested; or (ii) any Kitwave Shares which are for the time being held by
                                     Kitwave as treasury shares (within the meaning of the Companies Act)
 FCA or Financial Conduct Authority  the Financial Conduct Authority acting in its capacity as the competent
                                     authority for the purposes of Part VI of FSMA
 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
 FSMA                                the Financial Services and Markets Act 2000, as amended from time to time
 General Meeting                     the general meeting of Kitwave Shareholders (including any adjournment
                                     thereof) to be convened in connection with the Scheme
 Kitwave or the Company              Kitwave Group plc
 Kitwave Board                       the board of directors of Kitwave
 Kitwave Directors                   the directors of Kitwave at the time of this Announcement or, where the
                                     context so requires, the directors of Kitwave from time to time
 Kitwave Group                       Kitwave and its subsidiary undertakings from time to time
 Kitwave Share Plan                  the Long Term Incentive Plan approved by the Kitwave Directors on 16 March
                                     2023
 Kitwave Shareholders                the holders of Kitwave Shares
 Kitwave Shares                      the existing unconditionally allotted or issued and fully paid ordinary shares
                                     of £0.01 each in the capital of Kitwave and any further such ordinary shares
                                     which are unconditionally allotted or issued before the Scheme becomes
                                     Effective
 Kitwave Warrants                    the 142,222 warrants to subscribe for Kitwave Shares constituted by the
                                     Warrant Instrument
 Last Accounts Date                  31 October 2024
 Last Practicable Date               21 January 2026, being the last Business Day prior to the date of this
                                     Announcement (and the commencement of the Offer Period)
 London Stock Exchange               London Stock Exchange plc
 Long Stop Date                      22 July 2026, 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)
 Moelis                              Moelis & Company UK LLP, financial adviser to BidCo and OEP
 OEP                                 One Equity Partners
 OEP Funds                           (i)       One Equity Partners IX, L.P.;

                                     (ii)      One Equity Partners IX-A, L.P.; and

                                     (iii)     One Equity Partners IX-B, SCSp
 Offer Document                      the document containing a Takeover Offer
 Offer Period                        the offer period relating to Kitwave, as defined in the Code
 Opening Position Disclosure         has the meaning given to it in Rule 8 of the Code
 Overseas Shareholders               Kitwave Shareholders (or nominees of, or custodians or trustees for Kitwave
                                     Shareholders) not resident in, or nationals or citizens of, the United Kingdom
 Panel                               the Panel on Takeovers and Mergers
 Regulatory Information Service      any information service authorised from time to time by the FCA for the
                                     purpose of disseminating regulatory Announcements
 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 Kitwave Shareholders
 Sanction Hearing                    the Court hearing to sanction the Scheme, including any adjournment thereof
 Scheme                              the proposed scheme of arrangement under Part 26 of the Companies Act between
                                     Kitwave and Scheme Shareholders in connection with the Acquisition, with or
                                     subject to any modification, addition or condition approved or imposed by the
                                     Court and agreed by Kitwave and BidCo
 Scheme Document                     the document to be sent to Kitwave Shareholders containing, amongst other
                                     things, the Scheme and 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 Court Hearing, or such
                                     other time as Kitwave and BidCo may agree
 Scheme Shareholder                  a holder of Scheme Shares
 Scheme Shares                       all Kitwave Shares (a) in issue at the date of the Scheme Document and which
                                     remain in issue at the Scheme Record Time; (b) (if any) issued after the date
                                     of the Scheme Document and before the Scheme Voting Record Time, which remain
                                     in issue at the Scheme Record Time; and (c) (if any) issued at or after the
                                     Scheme Voting Record Time either on terms that the original or any subsequent
                                     holders thereof shall be bound by the Scheme or in respect of which the
                                     original or any subsequent holders thereof are, or shall have agreed in
                                     writing to be, so bound, and in each case which remain in issue at the Scheme
                                     Record Time, in each case other than Excluded Shares
 Scheme 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
                                     6.00 p.m. on the day which is two Business Days before the Court Meeting or,
                                     if the Court Meeting is adjourned, to 6.00 p.m. on the day which is two
                                     Business Days before the date of such adjourned Court Meeting
 Share Plan Agreement                the agreement dated 22 January 2026 between Kitwave and BidCo relating to,
                                     among other things, the Kitwave Share Plan, as described in paragraph ‎15 of
                                     this Announcement
 Significant Interest                in relation to an undertaking, a direct or indirect interest of 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) of such undertaking
 Takeover Offer                      should the Acquisition be implemented by way of a takeover offer as defined in
                                     Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
                                     behalf of BidCo to acquire the entire issued and to be issued ordinary share
                                     capital of Kitwave and, where the context admits, any subsequent revision,
                                     variation, extension or renewal of such takeover offer
 United Kingdom or UK                the United Kingdom of Great Britain and Northern Ireland
 United States or US                 the United States of America, its territories and possessions, any state of
                                     the United States of America and the District of Columbia
 US Exchange Act                     the United States Securities Exchange Act 1934, as amended
 Warrant Instrument                  the warrant instrument constituting the Kitwave Warrants dated 6 May 2021
 Wider BidCo Group                   BidCo and its subsidiary undertakings, associated undertakings and any other
                                     undertaking in which BidCo and/or such undertakings (aggregating their
                                     interests) have a Significant Interest
 Wider Kitwave Group                 Kitwave and its subsidiary undertakings, associated undertakings and any other
                                     undertaking in which Kitwave and/or such undertakings (aggregating their
                                     interests) have a Significant Interest

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the Companies
Act and "associated undertaking" has the meaning given thereto 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.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "$" and "US Dollars" are to the lawful currency of
the United States.

All the times referred to in this Announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

 

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