TIDMK3C
RNS Number : 8726P
K3 Capital Group PLC
14 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
14 February 2023
RECOMMENDED CASH ACQUISITION
OF
K3 CAPITAL GROUP PLC ( "K3" )
BY
SHIN BIDCO LIMITED ("BIDCO")
a company controlled by affiliates of
Sun European Partners, LLP
Scheme effective
Further to the announcement made by K3 on 10 February 2023 that
the Court had sanctioned the Scheme, K3 and Bidco are pleased to
announce that, following the delivery of a copy of the Scheme Court
Order to the Registrar of Companies earlier today, the Scheme has
now become Effective, and accordingly Bidco is now the owner of all
Scheme Shares.
Settlement
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. on 13 February 2023, will receive 350 pence in cash
for each Scheme Share.
The latest date for the despatch of cheques to Scheme
Shareholders and settlement through CREST for cash consideration
due under the terms of the Scheme is 28 February 2023.
As a result of the Scheme having become effective, share
certificates in respect of K3 Shares have ceased to be valid
evidence of title and entitlements to K3 Shares held in
uncertificated form in CREST have been cancelled.
Suspension and cancellation of admission to trading on AIM
The K3 Shares were suspended from trading on AIM with effect
from 7.30 a.m. today. An application has been made to the London
Stock Exchange for the cancellation of the admission to trading of
K3 Shares on AIM, which is expected to take effect at 7.00 a.m. on
15 February 2023.
Director resignations
As envisaged in the Scheme Document, each of the Independent K3
Directors has resigned as a director of K3 with effect from the
Scheme becoming Effective.
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 +44 (0)
370 707 1431 (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) +44 20 7260 1000
Stuart Skinner
Stuart Ord
William Wickham
Tom Burrows Smith
Charlie George
Alma PR
(Financial PR adviser to K3) +44 20 3405 0205
Josh Royston
Hilary Buchanan
Sam Modlin
Sun European Partners, LLP +44 20 7318 1100
Paul Daccus
Alexander Wyndham
Houlihan Lokey UK Limited
(Financial adviser to Sun and Bidco) +44 20 7839 3355
Tim Richardson
William Marshall
Jon Harrison
Oliver Vaughan
Kevin Rogstad
Camarco
(Financial PR adviser to Sun and Bidco) +44 20 3757 4980
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.
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END
SOAGCGDDCBBDGXS
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