KCT.L Regulatory News (KCT)

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11 March 2024

Lapse of Final Apax Offer for Kin and Carta plc

On 18 October 2023, the boards of directors of Kin and Carta plc ("Kin and Carta") and Kelvin UK Bidco Limited ("Kelvin Bidco"), a newly formed company owned indirectly by funds advised by Apax Partners LLP ("Apax"), announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco would acquire the entire issued, and to be issued, ordinary share capital of Kin and Carta (the "Acquisition") for an offer price of 110 pence per Kin and Carta Share, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006. On 9 November 2023, Kin and Carta published a circular containing the full terms and conditions of the Acquisition (the "Scheme Document").

Capitalised terms used but not otherwise defined in this announcement (the "Announcement") have the meanings set out in the Scheme Document.

On 6 December 2023, the boards of directors of Kin and Carta and Kelvin Bidco announced that they had reached agreement on the terms of an increased and final recommended cash offer for Kin and Carta for an offer price of 120 pence per Kin and Carta Share (the "Increased Apax Offer") and the adjournment of the Court Meeting and General Meeting to 21 December 2023.

On 19 December 2023, the boards of directors of Kin and Carta and Ken Bidco Limited ("Valtech") announced that they had reached agreement on the terms of a recommended cash offer for Kin and Carta for an offer price of 130 pence per Kin and Carta Share (the "Valtech Offer"), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006, and that the Kin and Carta Directors had withdrawn their recommendation of the Increased Apax Offer. On 21 December 2023, Kin and Carta announced the adjournment of the Court Meeting and General Meeting in relation to the Increased Apax Offer.

On 27 December 2023, Apax announced an update to Conditions 2.1(ii) and 2.2(ii) to the Acquisition as set out in the Scheme Document (the "Update on Conditions Announcement"), which stated that the Acquisition is conditional on the Court Meeting and General Meeting each being held on or before the 22nd day after the expected date of the Court Meeting and General Meeting (as applicable) set out in the Scheme Document (or such later date as may be agreed between Kelvin Bidco and Kin and Carta with the consent of the Panel (and that the Court may approve if required)). The Update on Conditions Announcement confirmed that Bidco had received consent from the Panel to a later date of 1 March 2024 for the purposes of Conditions 2.1(ii) and 2.2(ii) in the Scheme Document, provided that, if the court meeting and general meeting to be held in connection with the Valtech Offer (the "Valtech Meetings") were scheduled to be held on a date other than 8 February 2024, the relevant date for the purposes of Conditions 2.1(ii) and 2.2(ii) in the Scheme Document will be such date as falls 22 calendar days after the date of the Valtech Meetings as set out in the Valtech scheme document.

On 9 February 2024, Apax announced that the Apax Increased Offer was final and would not be increased.

The Valtech Meetings were held on 14 February 2024 and therefore the last date for the satisfaction of Conditions 2.1(ii) and 2.2(ii) in the Scheme Document was 8 March 2024. As at close of business on 8 March 2024, Conditions 2.1(ii) and 2.2(ii) of the Scheme Document had not been satisfied and therefore the Apax Final Offer has lapsed.

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Important Notices

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Apax and Bidco and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Apax and Bidco 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 BofA Securities, 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 BofA Securities in connection with this Announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Equiteq Corporate Finance Limited ("Equiteq"), an appointed representative of Frank Investments Limited, who is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Apax and Bidco and for no one else in connection with this Announcement and any other matters in connection with it. Equiteq will not be responsible to anyone other than Apax and Bidco for providing the protections afforded to its clients or for providing advice in connection with any matters in connection with this Announcement. Neither Equiteq, nor any of its affiliates, directors or employees, 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 Equiteq in connection with this Announcement or any statement contained therein or otherwise.