TIDMK3C
RNS Number : 6064P
K3 Capital Group PLC
10 February 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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
10 February 2023
RECOMMED CASH ACQUISITION
OF
K3 CAPITAL GROUP PLC ( "K3" )
BY
SHIN BIDCO LIMITED ("BIDCO")
a company controlled by affiliates of
Sun European Partners, LLP
Court sanction of scheme and expected scheme timetable
K3 and Bidco are pleased to announce that, at the Court Hearing
held earlier today, the High Court made an order sanctioning the
scheme of arrangement under Part 26 of the Companies Act 2006
("Scheme") by which the recommended cash acquisition of the issued
and to be issued share capital of K3 by Bidco is being
implemented.
The Scheme will become effective upon the Scheme Court Order
(duly sealed by the Court) being delivered to the Registrar of
Companies, which is now expected to take place on 14 February 2023.
The Scheme is therefore expected to become effective on 14 February
2023.
Dealings in K3's shares will be suspended with effect from 7.30
a.m. on 14 February 2023. Accordingly, 13 February 2023, will be
the last day of dealings in, and for the registration of transfers
of, K3's ordinary shares of 1 penny each ("K3 Shares") (other than
the registration of the transfer of the K3 Shares to Bidco pursuant
to the Scheme) on the London Stock Exchange.
The admission to trading of the K3 Shares on AIM will be
cancelled with effect from 7.00 a.m. on 15 February 2023.
Expected timetable of events
The following timetable sets out the expected dates for the
implementation of the Scheme. The following dates and times
associated with the Scheme may be subject to further change. Should
there be any changes to the following dates and times, K3 will give
adequate notice by issuing a further announcement through a
Regulatory Information Service.
Last day of dealings in, and 4.30 p.m. - 6.00 p.m. on 13
for registration of transfers February 2023
of, and disablement in CREST
of, the K3 Shares
Scheme Record Time 6.00 p.m. on 13 February 2023
Suspension of the K3 Shares 7.30 a.m. on 14 February 2023
from trading on AIM
Effective Date (1) 14 February 2023
Cancellation of admission to By no later than 7.00 a.m. on
trading on AIM of K3 Shares 15 February 2023
Latest date for despatch of By 28 February 2023
cheques and crediting of bank
accounts and CREST accounts
for Cash Consideration due under
the Scheme
Long Stop Date (2) 6.00 p.m. on 15 June 2023
1. The Scheme will become effective in accordance with its terms
on delivery of the Scheme Court Order to the Registrar of
Companies.
2. This is the latest date by which the Scheme may become
effective unless Bidco and K3 agree (and the Panel and, if
required, the Court permit) a later date.
Other
All references to times in this announcement are to London
time.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings set out in Part IX of the
Scheme Document dated 5 January 2023.
Shareholder Helpline
If you are a K3 Shareholder and you have any questions relating
to this announcement, please contact Computershare Investor
Services PLC on 0370 707 1431 (from within the UK) or on +44 (0)
370 707 1431 (from outside the UK) between 8.30 a.m. and 5.30 p.m.
Monday to Friday (excluding public holidays). Please note that
calls to these numbers may be monitored or recorded and that, for
legal reasons, the helpline cannot provide advice on the merits of
the Acquisition or give any legal, tax or financial advice.
Enquiries
K3 Via Alma
Ian Mattioli, Non-Executive Chairman of K3
John Rigby, Chief Executive Officer
Andrew Melbourne, Chief Financial Officer
Numis
(Financial adviser, nominated adviser and corporate
broker to K3) +44 20 7260 1000
Stuart Skinner
Stuart Ord
William Wickham
Tom Burrows Smith
Charlie George
Alma PR
(Financial PR adviser to K3) +44 20 3405 0205
Josh Royston
Hilary Buchanan
Sam Modlin
Sun European Partners, LLP +44 20 7318 1100
Paul Daccus
Alexander Wyndham
Houlihan Lokey UK Limited
(Financial adviser to Sun and Bidco) +44 20 7839 3355
Tim Richardson
William Marshall
Jon Harrison
Oliver Vaughan
Kevin Rogstad
Camarco
(Financial PR adviser to Sun and Bidco) +44 20 3757 4980
Jennifer Renwick
Julia Tilley
Weil, Gotshal & Manges (London) LLP is providing legal
advice to Bidco and Sun.
Addleshaw Goddard LLP is providing legal advice to K3.
Important notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Sun and Bidco and for no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Sun and Bidco for providing the protections
afforded to its clients or for providing advice in relation to such
matters. Neither Houlihan Lokey nor any of its affiliates (nor any
of their respective directors, officers, employees or agents), 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 Houlihan
Lokey in connection with this announcement, any statement contained
herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser, nominated adviser and corporate
broker exclusively for K3 and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than K3 for providing the protections afforded to
clients of Numis, nor for providing advice in relation to any
matter referred to herein. Neither Numis nor any of its affiliates
(nor any of their respective directors, officers, employees or
agents), 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 Numis in connection with this announcement, any statement
contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which will contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Code and the 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 the United Kingdom.
Each K3 Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to
its beneficial owners) of the Acquisition.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders is contained in the Scheme Document. 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.
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a takeover would be made in the United States by Bidco and no
one else. In addition to any such Takeover Offer, Sun, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in K3 outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made, they would be made
outside the United
States and would comply with applicable law, including the US
Exchange Act.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
K3's financial statements, and all financial information that is
included in this announcement, or that included in the Scheme
Document, have been prepared in accordance with international
financial reporting standards and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
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 offer by
any such use, means, instrumentality or form 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 all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must observe these restrictions and must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to K3 Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the FCA.
Forward looking statements
This announcement contains statements about Bidco and the K3
Group that are or may be forward looking statements. These
statements are based on the current expectations of the management
of Bidco and K3 and are naturally subject to uncertainty and
changes in circumstances. All statements, including the expected
timing and scope of the Acquisition, other than statements of
historical facts included in this announcement, may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may", "should",
"would", "could", "anticipates", "estimates", "projects",
"strategy" or words or terms of similar substance or the negative
thereof are forward looking statements. 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 the K3 Group's
operations; and (iii) the effects of government regulation on the
K3 Group's business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in
political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions,
changes in customers' strategies and stability, competitive product
and pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates and the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, (which speak only as of the date hereof) and
neither Bidco nor any member of the K3 Group (nor any of their
respective directors, officers, employees or advisers) provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied by the forward looking statements will
actually occur. Further, Bidco and each member of the K3 Group
disclaims any obligation to update publicly or revise any forward
looking or other statements contained herein, whether as a result
of new information, future events or otherwise, except as required
by applicable law.
All subsequent oral or written forward looking statements
attributable to any member of the Wider Bidco Group or Wider K3
Group, or any of their respective directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or profit estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for K3 for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per share for K3.
Information relating to K3 Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by K3 Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from K3 may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% 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 offerors, 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 of the Code.
Dealing Disclosures must 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 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities 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 a Dealing
Disclosure.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Numis and its
affiliates will continue to act as exempt principal trader in K3
securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Publication on website and hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on K3's website at
www.k3capitalgroupplc.com/investors/ by no later than 12.00 p.m. on
the business day following this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
K3 Shareholders may request a hard copy of this announcement by
contacting the Registrar during business hours on 0370 707 1431
(from within the UK) or on +44 (0) 370 707 1431 (from outside the
UK). Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.30 p.m. (London time), Monday to Friday, excluding public
holidays in England and Wales. Please note that the Registrar
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. K3
Shareholders 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. If a K3 Shareholder has
received this announcement in electronic form, hard copies of this
announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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END
MSCFLFLLFEIILIV
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February 10, 2023 06:18 ET (11:18 GMT)
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