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 May 2012
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION
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
Posting of Scheme Document
On 2 May 2012 it was announced that the boards of Kinetic Bidco Limited ("Bidco") and Kewill plc ("Kewill" or the "Company") had reached agreement on the terms of a recommended cash offer for Kewill by Bidco, an investment vehicle indirectly owned by the Francisco Partners Funds, for the entire issued and to be issued share capital of Kewill. The Acquisition is to be implemented by way of a Court-approved scheme of arrangement (the "Scheme").
Accordingly, Kewill now announces that a scheme document in relation to the Scheme (the "Scheme Document") will be posted to Kewill Shareholders today, 3 May 2012.
A detailed timetable of events for the Scheme is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and the associated Capital Reduction. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.
A copy of the Scheme Document will shortly be available for inspection at the Financial Services Authority's National Storage Mechanism which can be accessed at www.hemscott.com/nsm.do.
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Bidco and Francisco Partners
Tel: +44 (0) 20 7907 8600
HSBC (financial adviser to Bidco and Francisco Partners)
Tel: +44 (0) 20 7991 8888
Tel: +44 (0) 1483 406080
Investec (financial adviser and corporate broker to Kewill)
Tel: +44 (0) 20 7597 5000
Andrew Pinder / Patrick Robb
Dominic Emery / Junya Iwamoto
FTI Consulting (public relations adviser to Kewill)
Tel: +44 (0) 20 7269 7147
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 per cent. 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 per cent. 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 +44 (0)20 7638 0129.
Publication on websites
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 websites referred to above is not incorporated into and does not form part of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Scheme.
Time and date
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE Form of Proxy)
10.00 a.m. on 23 May 20121
General Meeting (WHITE Form of Proxy)
10.15 a.m. on 23 May 20122
Voting Record Time
6.00 p.m. on 23 May 20123
10.00 a.m. on 25 May 2012
10.15 a.m. on 25 May 20124
The following dates are indicative only and are subject to change (please see note (5) below):
Scheme Record Time
6.00 p.m. on 11 June 2012
Scheme Court Hearing
13 June 2012
Last day of dealings in, and for registration of transfer of, and disablement of CREST of, Kewill Shares
14 June 2012
Capital Reduction Court Hearing
15 June 2012
Scheme Effective Date
15 June 2012
Delisting and cancellation of admission to trading of Kewill Shares on the main market of the London Stock Exchange
By no later than 8.00 a.m. on 18 June 2012
Latest date of despatch of cheques and settlement through CREST
by 29 June 2012
Long Stop Date
27 October 20126
All references in this announcement to times are to times in London (unless otherwise stated).
1 It is requested that the BLUE Form of Proxy for the Court Meeting be lodged before 10.00 a.m. on 23 May 2012. BLUE Forms of Proxy not so lodged may be handed to Computershare on behalf of the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.
2 The WHITE Form of Proxy for the General Meeting must be lodged before 10.15 a.m. on 23 May 2012 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. The WHITE Form of Proxy cannot be handed to Computershare on behalf of the Chairman of the General Meeting at that meeting.
3 If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day which is two days before the adjourned meeting.
4 Or as soon thereafter as the Court Meeting shall have been concluded.
5 These times and dates are indicative only and will depend, among other things, on the date on which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Conditions set out in Part 3 (Conditions and certain further terms to the Scheme and the Acquisition) of the Scheme Document are satisfied (or, if capable of waiver waived). If any of the expected dates change, Kewill will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service. A copy of any announcement amending this timetable issued pursuant to this note will be published on Kewill website in accordance with Rule 19.11 of the Code.
6 Or such later date (if any) as Bidco and Kewill may, with the consent of the Panel, agree and (if required) the Court may allow.
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