COURT SANCTION OF SCHEME OF ARRANGEMENT

Kin and Carta PLC

24 April 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

24 April 2024

RECOMMENDED CASH ACQUISITION

of

Kin and Carta plc ("Kin and Carta")

by

Ken Bidco Limited ("Valtech")

(a newly formed company controlled indirectly by funds advised by BC Partners LLP ("BC Partners"))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 19 December 2023, the boards of directors of Kin and Carta and Valtech announced that they had reached agreement on the terms and conditions of a recommended cash acquisition, pursuant to which Valtech will acquire the entire issued, and to be issued, share capital of Kin and Carta (the "Acquisition"). The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006. The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Kin and Carta Shareholders on 15 January 2024.

On 15 February 2024, Kin and Carta announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on 15 February 2024 and the Special Resolution relating to the implementation of the Scheme had been approved by the requisite majority of Kin and Carta Shareholders at the General Meeting, also held on 15 February 2024.

Kin and Carta is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme pursuant to which the Acquisition is being implemented.

The Scheme remains conditional on the delivery to the Registrar of Companies of the Court Order made at the Court Hearing to sanction the Scheme. The Scheme is expected to become effective on 26 April 2024 (the "Effective Date") and a further announcement will be made at that time.

The last day for dealings in, and for registrations of transfers of, Kin and Carta Shares is expected to be 25 April 2024. The Scheme Record Time is expected to be 6.00 p.m. on 25 April 2024, at which time CREST will be disabled in respect of Kin and Carta Shares. Trading in Kin and Carta Shares on the London Stock Exchange is expected to be suspended with effect from 7.30 a.m. on 26 April 2024.

It is expected that, subject to the Scheme becoming effective, the admission to trading of Kin and Carta Shares on the London Stock Exchange will be cancelled and Kin and Carta Shares will cease to be admitted to trading on the London Stock Exchange at 8.00 a.m. on 29 April 2024.

On the Effective Date, share certificates in respect of Kin and Carta Shares will cease to be valid and entitlements to Kin and Carta Shares held within the CREST system will be cancelled.

Capitalised terms used in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

Full details of the Acquisition are set out in the Scheme Document published on 15 January 2024.

Enquiries

Kin and Carta	[phone]
Citigroup Global Markets Limited (Financial Adviser to Kin and Carta) Robert Farrington David Fudge	[phone]
Deutsche Numis (Joint Corporate Broker to Kin and Carta) Nick Westlake Tejas Padalkar	[phone]
Peel Hunt LLP (Joint Corporate Broker to Kin and Carta) Paul Gillam Adam Telling	[phone]
Powerscourt (PR Adviser to Kin and Carta) Elly Williamson Pete Lambie	[phone]
Europa Partners Limited (Financial Adviser to BC Partners and Valtech)	[phone]
Montfort Communications (PR Adviser to BC Partners and Valtech)	[phone] [phone]
Investec Bank plc (Corporate Broker to BC Partners and Valtech) Bruce Garrow Ben Farrow	[phone]

Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta. Linklaters LLP is acting as legal adviser to BC Partners and Valtech.

Important notices

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Kin and Carta in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.

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 other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

Notices related to financial advisers

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting as financial adviser for Kin and Carta and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Citi nor for providing advice in connection with the contents of this announcement, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Deutsche Numis is not responsible for the contents of this announcement. Neither Deutsche Numis 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 Deutsche Numis in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Peel Hunt is not responsible for the contents of this announcement. Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Europa Partners Limited ("Europa"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for BC Partners and Valtech and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than BC Partners and Valtech for providing the protections afforded to its clients or for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Neither Europa, 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 Europa in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Overseas shareholders

The release, publication or distribution of this announcement in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, such restrictions. Any failure to comply with any applicable restrictions may constitute a violation of the securities laws of 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. This announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to the Scheme Document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared in accordance with and for the purpose of complying with English and Welsh law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules 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 England and Wales.

The availability of the Acquisition to Kin and Carta Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Kin and Carta Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Valtech 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 where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within 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 or into or from any Restricted Jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, 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 and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are included in the Scheme Document.

Notice to US Kin and Carta Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

If Valtech were to exercise its right (with the consent of the Panel and subject to and in accordance with the terms of the Cooperation Agreement) to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by Valtech and no one else.

It may be difficult for US holders of Kin and Carta Shares to enforce their rights and any claim arising out of US federal laws or the laws of any state or territory within the United States, since Valtech and Kin and Carta are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Kin and Carta Shares may not be able to effect service of process within the United States upon a non-US company or sue a non-US company or its officers or directors in a non-US court for violations of the securities laws of the United States or any state or territory within the United States. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and, in the event of a Takeover Offer, pursuant to Rule 14e-5(b) of the US Exchange Act, BC Partners, Valtech or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Kin and Carta Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Europa will continue to act as exempt principal trader in Kin and Carta Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in England, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

US Kin and Carta Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States, and that such consequences, if any, are not described herein. US Kin and Carta Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Valtech and Kin and Carta contain statements which 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 Valtech and Kin and Carta 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 relating to the expected effects of the Acquisition on Valtech and Kin and Carta (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Valtech's, Kin and Carta's, any member of the Valtech Group's or any member of the Kin and Carta Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Valtech's, Kin and Carta's, any member of the Valtech Group's or any member of the Kin and Carta Group's business.

Although Valtech and Kin and Carta believe that the expectations reflected in such forward-looking statements are reasonable, Valtech and Kin and Carta can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions, changes in the behaviour of other market participants, changes in the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Valtech and Kin and Carta operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Valtech and Kin and Carta operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results 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 may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Valtech nor Kin and Carta, nor any of their respective associates or 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 these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Valtech Group or any member of the Kin and Carta Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither Valtech nor Kin and Carta is under any obligation, and Valtech and Kin and Carta expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Opening Position Disclosure and Dealing Disclosure requirements

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) of the Code 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 will be deemed to be a single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Kin and Carta's website at https://investors.kinandcarta.com and on Valtech's website at https://www.valtech.com/offer-announcement/ by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Kin and Carta for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Kin and Carta.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Kin and Carta Shareholders, persons with information rights and participants in Kin and Carta Share Plans may request a hard copy of this announcement by contacting Kin and Carta's receiving agents, Link Group, between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371 664 0321 from within the UK or on [phone] if calling from outside the UK or by submitting a request in writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Kin and Carta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Kin and Carta may be provided to Valtech during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

 

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