Kewill plc Court sanction of Scheme (7870G)

TIDMKWL

RNS Number : 7870G

Kewill plc

03 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

3 July 2012

RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION

of

KEWILL PLC by

KINETIC BIDCO LIMITED an investment vehicle indirectly owned by the Francisco Partners Funds

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Court sanction of Scheme

On 19 June 2012, the boards of Kinetic Bidco Limited ("Kinetic Bidco") and Kewill plc ("Kewill" or the "Company") announced an increase in the cash offer price of Kinetic Bidco's acquisition of Kewill (the "Acquisition") to 110 pence per Kewill Share, and the Board's recommendation of the revised Acquisition. The Acquisition was first announced on 2 May 2012 at a cash offer price of 96 pence per Kewill Share.

The Acquisition is to be implemented by way of a Court-approved scheme of arrangement (the "Scheme"), and the resolutions necessary to, amongst other things, approve the Scheme were passed at the shareholder meetings held on 25 May 2012.

The Company is pleased to announce that the High Court of Justice has today made an order sanctioning the Scheme.

In order for the Scheme to become effective, the Court will now need to confirm the associated Capital Reduction at the Capital Reduction Court Hearing. This hearing will take place on 5 July 2012.

It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Kewill Shares is expected to be 4 July 2012 (being the business day following the Scheme Court Hearing) following which Kewill Shares will be temporarily suspended from the Official List and the London Stock Exchange's main market for listed securities.

The Scheme Record Time is 6.00 p.m. on 4 July 2012.

It is expected that the Effective Date will be 5 July 2012.

A request has been made to each of the London Stock Exchange and the UKLA to cancel the trading in Kewill Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Kewill Shares from the Official List, in each case, with effect from the business day after the Effective Date.

Words and expressions defined in the scheme document sent to Kewill Shareholders on 3 May 2012 (the "Scheme Document") shall, unless the context provides otherwise, have the same meanings in this announcement.

 
 Enquiries: 
 Bidco and Francisco Partners                     Tel: [phone] 
                                                   8600 
 Deep Shah 
 HSBC (financial adviser to Bidco and Francisco   Tel: [phone] 
  Partners)                                        8888 
 Abbas Merali 
  Gloria Leung 
 Kewill                                           Tel: [phone] 
                                                   406080 
 Paul Nichols 
  David Gibbon 
 Investec (financial adviser and corporate        Tel: [phone] 
  broker to Kewill)                                5000 
 Andrew Pinder / Patrick Robb 
  Dominic Emery / Junya Iwamoto 
 FTI Consulting (public relations adviser         Tel: [phone] 
  to Kewill)                                       7147 
  Edward Bridges 
  Marc Cohen 
 

Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Bidco and Francisco Partners and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Francisco Partners for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on website

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Kewill's website (www.kewill.com/uk), up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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