Confirmation of adjournment of meetings

Kin and Carta PLC

07 December 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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

                7 December 2023

RECOMMENDED CASH ACQUISITION

of

Kin and Carta plc ("Kin and Carta")

by

Kelvin UK Bidco Limited ("Bidco")

(a newly formed company owned indirectly by funds advised by Apax Partners LLP ("Apax"))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

CONFIRMATION OF ADJOURNMENT AND NOTICE OF COURT MEETING AND GENERAL MEETING

On 6 December 2023, the boards of directors of Kin and Carta and Bidco announced (the "Increased Offer Announcement") that they had reached agreement on the terms of an increased and final⁽¹⁾ recommended cash offer for Kin and Carta, pursuant to which Bidco would acquire the entire issued, and to be issued, share capital of Kin and Carta for an offer price of 120 pence in cash for each Kin and Carta Share (the "Increased Offer"), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Acquisition").

⁽¹⁾ except that Bidco reserved the right to increase the offer price and/or otherwise improve the terms of the Acquisition if (i) there is an announcement on or after the date of the Increased Offer Announcement of an offer or possible offer for Kin and Carta by a third party offeror or potential offeror or (ii) the Takeover Panel otherwise provides its consent.

In the Increased Offer Announcement, Kin and Carta also announced its intention to adjourn the Court Meeting and General Meeting in light of the Increased Offer.

The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Kin and Carta Shareholders on 9 November 2023. Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. This announcement should be read in conjunction with the Scheme Document, the full text of the Rule 2.7 Announcement and the Increased Offer Announcement.

All references to times in this announcement are to London time.

Adjournment of the Court Meeting and the General Meeting

The Company confirms that the Court Meeting and the General Meeting were duly adjourned earlier today.

Notice is hereby given that the Court Meeting will now start at 2.00 p.m. on 21 December 2023 and the General Meeting will start at 2.15 p.m. on 21 December 2023 (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). The Court Meeting and General Meeting shall be held at The Spitfire Building, 71 Collier Street, London, N1 9BE.

For the avoidance of doubt, Forms of Proxy in respect of the adjourned Court Meeting and the General Meeting should therefore now be returned so as to be received as soon as possible and in any event not later than:

·      2.00 p.m. on 19 December 2023 in respect of the Court Meeting; and

·      2.15 p.m. on 19 December 2023 in respect of the General Meeting.

Kin and Carta Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and who do not wish to change their voting instructions, do not need to take any further action as their Forms of Proxy will continue to be valid in respect of the Court Meeting and the General Meeting.

Kin and Carta Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and who now wish to change their voting instructions, should contact Kin and Carta's registrars, Link Group, by calling the Shareholder Helpline between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0371 664 0321 (if calling from within the UK) or [phone] (if calling from overseas). Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition, the Increased Offer or the Scheme or give any financial, legal or tax advice.

Kin and Carta Shareholders are also reminded that the completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST, will not prevent them from voting at the Court Meeting or the General Meeting in person. Please refer to the Scheme Document for further information.

The notices of the Court Meeting and the General Meeting, which contain details of the nature of business of the Meetings, are set out in Part X and Part XI respectively of the Scheme Document and are incorporated by reference herein. In summary:

·      The Court Meeting has been convened with the permission of the Court for Scheme Shareholders on the register of members of Kin and Carta as at the Voting Record Time to consider and, if thought fit, approve the Scheme; and

·      The General Meeting has been convened to consider and, if thought fit, pass the Special Resolution to: (i) authorise the Kin and Carta Directors to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect; and (ii) amend the Articles so as to ensure that any Kin and Carta Shares which are issued after the General Meeting but prior to the Scheme Record Time will be subject to and bound by the Scheme.

An updated timetable of principal events was set out in the Increased Offer Announcement.

Enquiries

Kin and Carta         Kelly Manthey, Chief Executive Officer Chris Kutsor, Chief Financial Officer and Chief Operating Officer	[phone]
Citigroup Global Markets Limited (Financial Adviser to Kin and Carta) Robert Farrington David Fudge Avinash Patel	[phone]
Deutsche Numis (Joint Corporate Broker to Kin and Carta) Nick Westlake Tejas Padalkar	[phone]
Peel Hunt LLP (Joint Corporate Broker to Kin and Carta) John Welch Paul Gillam	[phone]
Powerscourt (PR Adviser to Kin and Carta) Elly Williamson Pete Lambie	[phone]
Apax Luke Charalambous	[phone]
BofA Securities (Lead Financial Adviser to Apax and Bidco) James Robertson Eish Dhillon Antonia Rowan Charles Pitt Ford	[phone]
Equiteq Corporate Finance Limited (Financial Adviser to Apax and Bidco) Jerome Glynn-Smith Emmanuel Kostucki	[phone]
Headland Consultancy Limited (PR Adviser to Apax and Bidco) Emma Nyman	[phone]

Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta.

Kirkland & Ellis International LLP is acting as legal adviser to Apax and Bidco.

IMPORTANT NOTICES

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority and the PRA, is acting as financial adviser for Kin and Carta and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters described in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred therein. Deutsche Numis is not responsible for the contents of this announcement. Neither Deutsche Numis 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 Deutsche Numis in connection with this announcement, any statement contained therein, any transaction or arrangement referred to therein, or otherwise.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to therein. Peel Hunt is not responsible for the contents of this announcement. Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement contained therein, any transaction or arrangement referred to therein, or otherwise.

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.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in Kin and Carta in any jurisdiction in contravention of applicable law. The Acquisition will be made solely pursuant to the terms of the Scheme Document as modified by this announcement, (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document) which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote or other decision in respect of, or other response to, the Acquisition, should be made only on the basis of information contained in the Scheme Document (or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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. This announcement has been prepared in accordance with and for the purpose of complying with English and Welsh law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and 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 England and Wales.

The availability of the Acquisition to Kin and Carta Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Kin and Carta Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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.

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 Scheme by any such use, means, instrumentality or from 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 any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.

Notice to U.S. Kin and Carta Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act").  Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.

The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Kin and Carta Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Kin and Carta are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction.  U.S. holders of Kin and Carta Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.  Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and, in the event of an Offer, pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Apax or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Kin and Carta Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn.  Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, BofA Securities will continue to act as exempt principal trader in Kin and Carta Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in England, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

U.S. Kin and Carta Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein.  U.S. Kin and Carta Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Kin and Carta contain statements which are, or may be deemed to be, "forward looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Kin and Carta about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Kin and Carta (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. 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 Bidco's, Kin and Carta's, any member of the Bidco Group's or any member of the Kin and Carta Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Kin and Carta's, any member of the Bidco Group's or any member of the Kin and Carta Group's business.

Although Bidco and Kin and Carta believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Kin and Carta can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Kin and Carta operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Kin and Carta operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Kin and Carta, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. 

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Kin and Carta is under any obligation, and Bidco and Kin and Carta expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 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 offeror(s), 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.

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 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 an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Kin and Carta's website at https://investors.kinandcarta.com and on Bidco's website at www.kelvinoffer.com.

For the avoidance of doubt, neither the contents of Kin and Carta's website and Bidco's website nor Apax's website nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Kin and Carta Shareholders, persons with information rights and participants in Kin and Carta Share Plans may request a hard copy of this announcement by contacting Kin and Carta's receiving agents, Link Group, between 9:00 a.m. and 5:30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371 664 0321 from within the UK or on [phone] if calling from outside the UK or by submitting a request in writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement and any such information incorporated in it by reference to another source will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Kin and Carta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Kin and Carta may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Kin and Carta Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Kin and Carta Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

 

END