K3 Capital Group PLC Court sanction of scheme (6064P)

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 [phone] (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)                                          [phone] 
 Stuart Skinner 
 Stuart Ord 
 William Wickham 
 Tom Burrows Smith 
  Charlie George 
 
 Alma PR 
  (Financial PR adviser to K3)                           [phone] 
 Josh Royston 
  Hilary Buchanan 
  Sam Modlin 
 
 Sun European Partners, LLP                              [phone] 
 Paul Daccus 
 Alexander Wyndham 
 
 Houlihan Lokey UK Limited 
  (Financial adviser to Sun and Bidco)                   [phone] 
 Tim Richardson 
  William Marshall 
  Jon Harrison 
  Oliver Vaughan 
  Kevin Rogstad 
 
 Camarco 
  (Financial PR adviser to Sun and Bidco)                [phone] 
 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 [phone] 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 [phone] (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) Dow Jones Newswires

February 10, 2023 06:18 ET (11:18 GMT)