TIDMKCT
RNS Number : 7661Z
Kin and Carta PLC
16 January 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
16 January 2024
RECOMMED 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
TRADING UPDATE, PUBLICATION OF SCHEME DOCUMENT AND EXPECTED
TIMETABLE OF PRINCIPAL EVENTS
Trading Update
Since the trading update and outlook provided by Kin and Carta
on 2 November 2023, new business has remained highly competitive in
the digital transformation market, sales cycles have remained
challenging, and volatility has continued in enterprise business
with macro, social and geopolitical disruption. However, as FY24
began, despite the volatile market, Kin and Carta's business
stabilised. Assuming there are no further material headwinds that
would further challenge Kin and Carta's smaller scale and client
concentration, the directors of Kin and Carta expect net revenue
growth in H1 2024 to be flat to marginally higher compared with H2
2023 and sequential net revenue growth in H2 2024. The directors of
Kin and Carta therefore expect flat to low single digit total net
revenue growth in FY24 compared with FY23, which included a strong
Q1 2023 performance prior to the market downturn.
On 7 November 2023, Kin and Carta published its annual report
and accounts for the financial year ended 31 July 2023, which can
be accessed on Kin and Carta's website at
https://investors.kinandcarta.com . Kin and Carta reported total
net revenue of GBP192 million and adjusted operating profit of
GBP18.5 million.
Publication of Scheme Document
On 19 December 2023, the boards of directors of Kin and Carta
and Valtech announced they had reached agreement on the terms and
conditions of a recommended cash acquisition of the entire issued,
and to be issued, ordinary share capital of Kin and Carta by
Valtech (the "Acquisition"). Valtech is a newly formed company
controlled indirectly by funds advised by BC Partners. The
Acquisition is to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Kin and Carta is pleased to announce that a circular containing
the full terms and conditions of the Acquisition (the "Scheme
Document") has been published. 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 is also being made available, subject to
certain restrictions relating to persons 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/ .
Capitalised terms used in this announcement shall, 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 stated otherwise.
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 of the Scheme
Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and who represent 75 per cent. or more
in value of the Scheme Shares voted by those Scheme Shareholders;
the Special Resolution being duly passed at the General Meeting;
and the subsequent sanction of the Scheme by 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 15 February 2024, are set out in the Scheme
Document. The Court Meeting will commence at 2:00 p.m. on 15
February 2024, and the General Meeting will commence at 2:15 p.m.
on 15 February 2024 (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.
The Kin and Carta Directors consider that the terms of the
Acquisition are in the best interests of Kin and Carta Shareholders
as a whole. Accordingly, the Kin and Carta Directors unanimously
recommend that Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and Kin and Carta Shareholders vote in favour of
the Special Resolution proposed at the General Meeting.
Scheme Shareholders should read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Irrevocable Undertakings
Valtech has received irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting from Coast Capital Management, LP,
Sand Grove Capital Management LLP and Samson Rock Capital LLP in
respect of 39,723,333 Kin and Carta Shares in aggregate
(representing approximately 22.3 per cent. of the issued ordinary
share capital of Kin and Carta as at the Latest Practicable
Date).
Further details of these irrevocable undertakings, including the
circumstances in which they may lapse, are set out in the Scheme
Document. Copies of the irrevocable undertakings are available on
Kin and Carta's website at https://investors.kinandcarta.com and
will remain on display until the end of the Offer Period.
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 by the
end of April 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
shareholderenquiries@linkgroup.co.uk or by calling the Shareholder
Helpline on 0371 664 0321 from within the UK or on +44 371 664 0321
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 +44 20 7928 8844
Citigroup Global Markets Limited (Financial Adviser to Kin and Carta)
Robert Farrington
David Fudge
Avinash Patel +44 20 7986 4000
Deutsche Numis (Joint Corporate Broker to Kin and Carta)
Nick Westlake
Tejas Padalkar +44 20 7260 1000
Peel Hunt LLP (Joint Corporate Broker to Kin and Carta)
John Welch
Paul Gillam +44 20 7418 8900
Powerscourt (PR Adviser to Kin and Carta)
Elly Williamson
Pete Lambie +44 (0) 7841 658 163
Europa Partners Limited (Financial Adviser to BC Partners and Valtech) +44 20 7451 4542
+44 7739 701 634
Montfort Communications (PR Adviser to BC Partners and Valtech) +44 7812 345 205
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
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.
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 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.
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 +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.
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 +44 371 664 0321 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.
General
If the Acquisition is effected by way of a Takeover Offer, and
such a Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, Valtech intends
to exercise its rights to apply the provisions of Chapter 3 of Part
28 of the Companies 2006 Act so as to acquire compulsorily the
remaining Kin and Carta Shares in respect of which the Takeover
Offer has not been accepted.
Investors should be aware that Valtech may purchase Kin and
Carta Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.
Appendix: Expected Timetable of Principal Events
The following indicative timetable is based on Kin and Carta's
and Valtech'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 15 January 2024
Latest time for lodging Forms of
Proxy for the:
Court Meeting ((WHITE) Form of Proxy 2:00 p.m. on 13 February 2024
) (2)
General Meeting ((PINK) Form of Proxy 2:15 p.m. on 13 February 2024
) (3)
Voting Record Time 6:00 p.m. on 13 February 2024
(4)
Court Meeting 2:00 p. m. on 15 February
2024
General Meeting 2:15 p .m. on 15 February
2024 (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 is
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 Valtech 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 D+1 Business Day
the registration of transfers of,
Kin and Carta Shares
Scheme Record Time 6:00 p.m. on D+1 Business Day
Disablement of CREST in respect of 6:00 p.m. on D+1 Business Day
Kin and Carta Shares
Suspension of listing of, and dealings by 7:30 a.m. on D+2 Business
in, Kin and Carta Shares Days
Effective Date of the Scheme (6) D+2 Business Days
Cancellation of listing and admission by 7:30 a.m. on D+3 Business
to trading of Kin and Carta Shares Days
Latest date for despatch of cheques within 14 days of the Effective
and crediting of CREST accounts and Date
processing electronic transfers for
cash consideration due under the
Scheme
Long Stop Date(7) 19 October 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 WHITE 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 WHITE Form of Proxy for the
Court Meeting is not lodged by 2:00 p.m. on 13 February 2024, it
may be presented in person to the chair of the Court 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 PINK Form of Proxy for the General
Meeting must be lodged not later than 2:15 p.m. on 13 February 2024
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
PINK 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 contained in the Scheme
Document, the Scheme will become Effective by the end of April
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 Valtech (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 Code.
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END
SOADGGDBRDBDGSU
(END) Dow Jones Newswires
January 16, 2024 02:00 ET (07:00 GMT)
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