Ken Bidco Limited - Rule 19.6(b) update and Rule 19.6(c) confirmation

Livanova

28/04/2025 12:30

RNS Number : 4647G

Ken Bidco Limited

28 April 2025

 

RULE 19.6(B) UPDATE AND RULE 19.6(C) CONFIRMATION

 

28 April 2024

 

Ken Bidco Limited (now renamed Valtech KC Limited) ("Valtech")

 

Rule 19.6(b) update and Rule 19.6(c) confirmation with respect to post-offer intention statements regarding Kin and Carta plc (now renamed Kin and Carta Holdco Limited) ("Kin and Carta")

 

Valtech (a company formed indirectly on behalf of funds advised by BC Partners) refers to the recommended cash offer for Kin and Carta, which was effected by way of scheme of arrangement under Part 26 of the Companies Act 2006 on 26 April 2024 (the "Acquisition").

 

Valtech announces that, in accordance with the requirements of Rule 19.6(c) of the City Code on Takeovers and Mergers, it has duly confirmed in writing to The Panel on Takeovers and Mergers that it has complied with its post-offer intention statements regarding Kin and Carta made pursuant to Rules 2.7(c)(viii) and 24.2 of the Code (the "Stated Intentions"), as detailed in its announcement published on 19 December 2023 and the scheme document published on 15 January 2024 (together, the "Offer Documentation"), save as (i) detailed in the Company's Rule 19.6(b) update announcement on 31 July 2024 and (ii) as detailed below.

 

Changes to Stated Intentions

 

As set out in the Offer Documentation, Valtech stated that any potential headcount reductions were expected to be limited.

 

Post-completion of the Acquisition, the Kin and Carta business experienced the unforeseen, gradual loss of business from its largest single customer, following a transformational corporate merger involving the customer. As a result, from September 2024, as revenue from the customer started to decline, Valtech identified that employees would need to leave the business, although the scale, timing and target of any redundancies was uncertain and evolved over the following months as revenue from the customer gradually declined over the 12-month period following completion of the offer.

 

Bidco made efforts to limit the scope of headcount reductions and reallocate headcount where possible, and ultimately, headcount reductions at Kin and Carta were made progressively over the period of 12 months from completion of the offer as revenues from Kin and Carta's largest single customer gradually decreased. In total, 154 full-time equivalent ("FTE") Kin and Carta employees were made redundant (representing c. 10% of Kin and Carta's April 2024 headcount), with the first departures initiated from September 2024 and the remainder following over several months. Including retirements, normal turnover, a limited number of redundancies relating to synergies as set out in the Stated Intentions, and new hires, there was a total net reduction in headcount of 223 FTEs (representing c. 14% of Kin and Carta's April 2024 headcount).

 

These headcount reductions were effected in a manner fully consistent with the Stated Intentions, with existing statutory and contractual rights and terms and conditions of employment of the affected employees being fully safeguarded in accordance with applicable law.

 

 

Enquiries:

Kathleen Carter (PR at Valtech)                                                                           +44 7941 560 215

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