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

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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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