Publication of Scheme Document

Kin and Carta PLC

09 November 2023

 

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

                9 November 2023

RECOMMENDED CASH ACQUISITION

of

Kin and Carta plc ("Kin and Carta")

by

Kelvin UK Bidco Limited ("Bidco")

(a newly formed company owned indirectly by funds advised by Apax Partners LLP ("Apax"))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT, DIRECTORS' IRREVOCABLE UNDERTAKINGS AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 18 October 2023, the boards of directors of Kin and Carta and Bidco announced that they had reached agreement on the terms and conditions of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of Kin and Carta (the "Acquisition"). Bidco is a newly formed company owned indirectly by funds advised by Apax. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

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

Publication of Scheme Document

Kin and Carta is pleased to announce that a circular containing the full terms and conditions of the Acquisition (the "Scheme Document") is being published today. The Scheme Document contains, among other things, a letter from the Chair of Kin and Carta, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, notices of the Court Meeting and General Meeting, an expected timetable of principal events and details of the actions to be taken by Kin and Carta Shareholders.

Hard copies of the Scheme Document (or, depending on Kin and Carta Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and General Meeting are being dispatched to Kin and Carta Shareholders.

The Scheme Document will also be made available today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Kin and Carta's website at https://investors.kinandcarta.com and on Bidco's website at www.kelvinoffer.com.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of the Scheme at the Court Meeting by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof) present and voting (and entitled to vote), in person or by proxy; that the requisite majority of Kin and Carta Shareholders approve the Special Resolution at the General Meeting; and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver (where applicable) of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, each of which will be held at The Spitfire Building, 71 Collier Street, London, N1 9BE on 7 December 2023, are set out in the Scheme Document. The Court Meeting will commence at 2:00 p.m. on 7 December 2023, and the General Meeting will commence at 2:15 p.m. on 7 December 2023 (or as soon thereafter as the Court Meeting concludes or is adjourned).

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Kin and Carta Shareholders before the relevant Meeting, through Kin and Carta's website at https://investors.kinandcarta.com and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST or Proxymity) set out in the Scheme Document. Scheme Shareholders and Kin and Carta Shareholders are strongly encouraged to appoint "the Chair of the meeting" as their proxy.

Recommendation

The Kin and Carta Directors, who have been so advised by Citi as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Kin and Carta Directors, Citi has taken into account the commercial assessments of the Kin and Carta Directors. Citi is providing independent financial advice to the Kin and Carta Directors for the purposes of Rule 3 of the Code.

Accordingly, in order to implement the Acquisition, the Kin and Carta Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting, as those Kin and Carta Directors who hold Kin and Carta Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Kin and Carta Shares, and that you take the action described in the Scheme Document.

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Directors' irrevocable undertakings

As noted in the 2.7 Announcement, on 18 October 2023, Bidco received irrevocable undertakings from the Kin and Carta Directors who hold Kin and Carta Shares in respect of 1,243,316 Kin and Carta Shares in aggregate (together the "Original Irrevocable Undertakings") representing approximately 0.7 per cent. of the issued ordinary share capital of Kin and Carta as at 17 October 2023, being the Business Day prior to the date of the 2.7 Announcement). The Original Irrevocable Undertakings given by the Kin and Carta Directors only related to the Scheme and did not contain an undertaking to accept or procure the acceptance of a Takeover Offer (as Kin and Carta was in a closed period under Article 19(11) of the Market Abuse Regulation).

Following the announcement on 2 November 2023 by Kin and Carta of its preliminary results for the financial year ended 31 July 2023 and in accordance with their intentions expressed in the 2.7 Announcement, the Kin and Carta Directors who hold Kin and Carta Shares have today executed supplementary irrevocable undertakings (the "Supplementary Irrevocable Undertakings"). In the Supplementary Irrevocable Undertakings, the Kin and Carta Directors who hold Kin and Carta Shares have irrevocably undertaken to accept or procure the acceptance of a Takeover Offer in respect of their own beneficial holdings of Kin and Carta Shares in the event that the Acquisition is implemented by way of a Takeover Offer in accordance with the terms of the Co-operation Agreement. The Supplementary Irrevocable Undertakings are otherwise on substantially the same terms as the Original Irrevocable Undertakings.

Bidco therefore has received irrevocable undertakings in respect of a total of 1,274,856 Kin and Carta Shares representing, in aggregate, approximately 0.7 per cent. of Kin and Carta's share capital in issue on 7 November 2023 (being the latest practicable date prior to this announcement). The increase in number of Kin and Carta Shares subject to the irrevocable undertakings given by the Kin and Carta Directors, since the Original Irrevocable Undertakings were entered into on 18 October 2023, is due to the operation of certain Kin and Carta Share Plans. A summary of the irrevocable undertakings received by Bidco is set out in paragraph 5 of Part VIII (Additional Information on Kin and Carta and Bidco) of the Scheme Document.

Copies of the Supplementary Irrevocable Undertakings will be 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 Bidco's website at www.kelvinoffer.com.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting, the requisite majority of Kin and Carta Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective in the first quarter of 2024.

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Kin and Carta Shares on the London Stock Exchange's market for listed securities and the listing of the Kin and Carta Shares from the Official List on or shortly after the Effective Date. It is expected that the last day of dealings in Kin and Carta Shares on the Main Market of the London Stock Exchange will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.  On the Effective Date, share certificates in respect of Kin and Carta Shares shall cease to be valid and should be destroyed. In addition, entitlements to Kin and Carta Shares held within the CREST system shall be cancelled on the Effective Date.

It is also proposed that Kin and Carta shall be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

The dates and times given in the expected timetable are indicative only and are based on Kin and Carta's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Kin and Carta Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Kin and Carta's website at https://investors.kinandcarta.com.

Kin and Carta Share Plans

Participants in the Kin and Carta Share Plans will be contacted separately in due course regarding the effect of the Scheme on their rights under the Kin and Carta Share Plans and with the details of the arrangements applicable to them. A summary of the effect of the Scheme on outstanding awards and options under the Kin and Carta Share Plans is set out in the Scheme Document.

Shareholder Helpline

If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact Kin and Carta's registrars, Link Group, via email at [e-mail] or by calling the Shareholder Helpline on 0371 664 0321 from within the UK or on [phone] if calling from outside the UK. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Enquiries

Kin and Carta         Kelly Manthey, Chief Executive Officer Chris Kutsor, Chief Financial Officer and Chief Operating Officer	[phone]
Citigroup Global Markets Limited (Financial Adviser to Kin and Carta) Robert Farrington David Fudge Avinash Patel	[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) John Welch Paul Gillam	[phone]
Powerscourt (PR Adviser to Kin and Carta) Elly Williamson Pete Lambie	[phone] / [phone]
Apax Luke Charalambous	[phone]
BofA Securities (Lead Financial Adviser to Apax and Bidco) James Robertson Eish Dhillon Antonia Rowan Charles Pitt Ford	[phone]
Equiteq Corporate Finance Limited (Financial Adviser to Apax and Bidco) Jerome Glynn-Smith Emmanuel Kostucki	[phone]
Headland Consultancy Limited (PR Adviser to Apax and Bidco) Emma Nyman	[phone]

Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta.

Kirkland & Ellis International LLP is acting as legal adviser to Apax and Bidco.

IMPORTANT NOTICES

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated 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 matters described 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 therein. 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 therein, any transaction or arrangement referred to therein, 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 therein. 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 therein, any transaction or arrangement referred to therein, or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Apax and Bidco and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Apax and Bidco 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 BofA Securities, 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 BofA Securities in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Equiteq Corporate Finance Limited ("Equiteq"), an appointed representative of Frank Investments Limited, who is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Apax and Bidco and for no one else in connection with this announcement and any other matters in connection with it. Equiteq will not be responsible to anyone other than Apax and Bidco for providing the protections afforded to its clients or for providing advice in connection with any matters in connection with this announcement. Neither Equiteq, nor any of its affiliates, directors or employees, 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 Equiteq in connection with this announcement or any statement contained therein or otherwise.

Further information

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 laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the 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.

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 mailing 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. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Kin and Carta, the Wider Kin and Carta Group, Bidco or the Wider Bidco Group except where otherwise stated.

This announcement is not a prospectus or prospectus-equivalent document.

Overseas Shareholders

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, the Disclosure Guidance and Transparency Rules and the Listing 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 United Kingdom 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 United Kingdom 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 Court Meeting, or to appoint another person as proxy to vote at the Court Meeting 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.

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 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 or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all such 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 such jurisdictions 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 (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

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.

Additional information for US investors

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 rules or the 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 United States tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been prepared in accordance with generally accepted accounting principles applicable in 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 ("US GAAP"). US GAAP differs in significant respects from accounting standards applicable in the United Kingdom.

If Bidco were to exercise its right (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, 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 Kin and Carta outside of the US, 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, BofA Securities 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 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 United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission (the "SEC") nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the US.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof, Kin and Carta will advise the Court that its sanctioning of the Acquisition will be relied upon by Kin and Carta and Bidco as an approval of the Scheme following a hearing on its fairness which all Scheme Shareholders are entitled to attend, in person or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Scheme Shareholders.

The receipt of cash pursuant to the Acquisition by a US holder of Kin and Carta Shares as consideration for the transfer of its Kin and Carta Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each US holder of Kin and Carta Shares is strongly advised to consult an appropriately qualified independent professional adviser immediately regarding the tax consequences of the Scheme applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Each US holder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of the Acquisition.

It may be difficult for US holders of Kin and Carta Shares to enforce their rights and claims arising out of US federal securities laws, since Bidco 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, and a substantial part of the assets of Kin and Carta are located outside of the US. US holders of Kin and Carta 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 judgement.

CAUTIONARY NOTE REGARDING 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 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 Bidco 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 Bidco 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. Often, but not always, 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 Bidco's, Kin and Carta's, any member of the Bidco 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 Bidco's, Kin and Carta's, any member of the Bidco Group's or any member of the Kin and Carta Group's business.

Although Bidco and Kin and Carta believe that the expectations reflected in such forward-looking statements are reasonable, Bidco 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 Bidco 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 Bidco 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 Bidco 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. You are cautioned not to place any reliance on these forward-looking statements. 

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Kin and Carta is under any obligation, and Bidco 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.

Profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, estimate or quantified financial 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.

Dealing and Opening Position 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) 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 Bidco's website at www.kelvinoffer.com.

For the avoidance of doubt, neither the contents of Kin and Carta's website and Bidco's website nor Apax's website nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.

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 and any such information incorporated in it by reference to another source will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain 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 Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

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 from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are a resident in the UK or, if not, from another appropriate authorised independent financial adviser.

Appendix: Expected Timetable of Principal Events

The following indicative timetable is based on Kin and Carta's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Kin and Carta Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event	Time and/or date(1)
Publication of the Scheme Document	9 November 2023
Latest time for lodging Forms of Proxy for the:
Court Meeting ((BLUE) Form of Proxy)	2:00 p.m. on 5 December 2023 (2)
General Meeting ((YELLOW) Form of Proxy)	2:15 p.m. on 5 December 2023 (3)
Voting Record Time	6:00 p.m. on 5 December 2023 (4)
Court Meeting	2:00 p.m. on 7 December 2023
General Meeting	2:15 p.m. on 7 December 2023(5)
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which: (i) the Conditions to the Scheme are satisfied or, if capable of waiver, waived, (ii) the Court sanctions the Scheme and (iii) the Court Order(s) sanctioning the Scheme are delivered to the Registrar of Companies. Kin and Carta will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Kin and Carta's website at https://investors.kinandcarta.com. Further updates and changes to these times will be notified in the same way. See also note (1).
Court Sanction Hearing	As soon as reasonably practicable after Bidco confirms the satisfaction or waiver of the Conditions and in any event prior to the Long Stop Date ("D")
Last day for dealings in, and for the registration of transfers of, Kin and Carta Shares	D+1 Business Day
Scheme Record Time	6:00 p.m. on D+1 Business Day
Disablement of CREST in respect of Kin and Carta Shares	6:00 p.m. on D+1 Business Day
Suspension of listing of, and dealings in, Kin and Carta Shares	by 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme(6)	D+2 Business Days
Cancellation of listing and admission to trading of Kin and Carta Shares	by 7:30 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers for cash consideration due under the Scheme	within 14 days of the Effective Date
Long Stop Date(7)	19 August 2024

(1)   The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Kin and Carta Shareholders by announcement through a Regulatory Information Service and, if required by the Panel, notice of the change(s) will be sent to Kin and Carta Shareholders and other persons with information rights.

Participants in the Kin and Carta Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Kin and Carta Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.

(2)   It is requested that the BLUE Form of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. on 5 December 2023, it may be presented in person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3)   In order to be valid, the YELLOW Form of Proxy for the General Meeting must be lodged not later than 2:15 p.m. on 5 December 2023 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). The YELLOW Form of Proxy cannot be handed to the chair of the General Meeting or to the Link Group representative at the General Meeting and will be invalid if submitted after the deadline.

(4)   If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:00 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(5)   To commence at 2:15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

(6)   Kin and Carta expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document, the Scheme will become Effective during the first quarter of 2024.

(7)   This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Kin and Carta and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Takeover Code.

 

END