K3 CAPITAL GROUP - RECOMMENDED CASH ACQUISITION.
ENPNewswire-January 6, 2023--K3 CAPITAL GROUP - RECOMMENDED CASH ACQUISITION
(C)2023 ENPublishing - http://www.enpublishing.co.uk
Release date- 05012023 - SHIN BIDCO LIMITED ('BIDCO') a company controlled by affiliates of
Sun European Partners, LLP (collectively 'Sun') to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
Recommended Cash Acquisition update
On 15 December 2022, the boards of directors of K3 and Bidco announced that they had reached agreement on the terms of a recommended acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of K3.
The boards of directors of K3 and Bidco are now providing the following update on the Acquisition, which is intended to be effected by means of a Court-sanctioned scheme of arrangement between K3 and relevant K3 Shareholders under Part 26 of the Companies Act.
Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings set out in Part IX of the Scheme Document (as defined below).
Publication and posting of the Scheme Document
The board of K3 announces that it has today published a circular in relation to the Acquisition (the 'Scheme Document'), together with the Forms of Proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement under section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by K3 Shareholders.
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being posted today to K3 Shareholders and, for information only, to persons with information rights. K3 will also be sending details of the proposals being made to participants in the K3 Share Plans to such participants. Copies of the Scheme Document, Forms of Proxy and the proposals being made to participants in the K3 Share Plans will also be made available on K3's website at https://www.k3capitalgroupplc.com/investors/ later today.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective, the Scheme requires, among other things, that the requisite majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of K3 Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting, each of which will be held at the offices of K3 at KBS House 5 Springfield Court, Summerfield Road, Bolton, BL3 2NT, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. on 26 January 2023 (London time) and the General Meeting at 10.15 a.m. on 26 January 2023 (London time) (or as soon as reasonably practicable thereafter as the Court Meeting shall have been concluded or adjourned). Forms of Proxy for use at such meetings will be enclosed with the Scheme Document.
Recommendation
The Independent K3 Directors, who have been so advised by Numis as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent K3 Directors, Numis has taken into account the commercial assessments of the Independent K3 Directors. Numis is providing independent financial advice to the Independent K3 Directors for the purposes of Rule 3 of the Code.
Accordingly, in order to implement the Acquisition, the Independent K3 Directors recommend unanimously that K3 Shareholders (to the extent that they are entitled to do so) vote, or procure the vote, in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings (or to procure in respect of the holdings of certain persons connected with them) of K3 Shares as described in the Scheme Document.
It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or transmit a proxy instruction electronically (through CREST or via www.investorcentre.co.uk/eproxy) as soon as possible.
Scheme Shareholders should read the Scheme Document in its entirety before making a decision in respect of the Scheme.
Irrevocable undertakings and letters of intent
Today, Bidco received an irrevocable undertaking from The John Rigby Family Charitable Trust (as a sub-fund of the Charities Aid Foundation), which holds, in aggregate, 230,000 K3 Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. The John Rigby Charitable Trust is not eligible to vote on the Rule 16 Resolution.
In total, Bidco has received irrevocable undertakings and a non-binding letter of intent representing 14.3 per cent. of the issued share capital of K3, being approximately 20.5 per cent. of the K3 Shares eligible to vote at the Court Meeting and approximately 17.4 per cent. of the K3 Shares eligible to vote on the Rule 16 Resolution. Further information on these undertakings and letters of intent are set out in paragraphs 6 and...
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