TIDMKCT
RNS Number : 3369T
Numis Securities Limited
24 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR")
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
24 November 2021
Results of Secondary Placing of 5 million ordinary shares in Kin
and Carta plc (the "Company")
Further to the announcement made on 23 November 2021, Marie
James Capital LLC, a private holding company managed by John James
Schwan III, the CEO of the Company on behalf of his children's
estate, has sold 5 million shares in the Company (the " Placing
Shares "), representing approximately 2.9% of the Company's issued
share capital, at a price of 301 pence per share (the " Placing
").
The Placing was conducted through an accelerated bookbuild
process. Numis Securities Limited ("Numis") and Peel Hunt LLP
("Peel Hunt") are acting for the Selling Shareholder in connection
with the Placing. Following the Placing, the Selling Shareholder
will hold 1.5% of the Company's issued share capital. The remainder
of the Company's shares held by the Selling Shareholder following
the Placing will be subject to a lock-up which ends 12 months after
completion of the Placing (subject to waiver by Numis and Peel Hunt
and to certain customary exceptions).
The proceeds of the Placing are payable in cash and closing of
the Placing is expected to occur on a T+2 basis on 26 November
2021.
The Company will not receive any proceeds from the Placing.
For further information, please contact:
Numis
Nick Westlake / Matt Lewis / William Baunton +44 (0) 20 7260
/ Tejas Padalkar 1000
Peel Hunt
Edward Knight / John Welch / Alastair Rae +44 (0) 20 7418
/ Sohail Akbar 8900
IMPORTANT NOTICE
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
where such an announcement would be unlawful. The distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession this document or other
information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the Company, the Selling Shareholder or any of their respective
affiliates that would permit an offering of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold, directly or
indirectly, in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act . Neither this
document nor the information contained herein constitutes or forms
part of an offer to sell or the solicitation of an offer to buy
securities in the United States. There will be no public offer of
any securities in the United States.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state or other
securities commission or other regulatory authority in the United
States, and none of the foregoing authorities has passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus, admission document or offering document has been
or will be prepared in connection with the Placing. Any investment
decision to buy securities in the Placing must be made solely on
the basis of publicly available information. Such information is
not the responsibility of and has not been independently verified
by the Selling Shareholder, Numis, Peel Hunt, or any of their
respective affiliates.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholder, Numis, Peel Hunt or any of
their respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholder, Numis, Peel Hunt or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
Members of the public are not eligible to take part in the
Placing. This announcement and the information set out herein are
for information purposes only and are directed at and may only be
communicated to (a) in the European Economic Area ("EEA"), persons
who are "qualified investors" within the meaning of Article 2(e) of
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"); and (b) in the United Kingdom, at "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth
bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
Order; or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"Relevant Persons").
Any investment or investment activity to which this announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this announcement must
satisfy themselves that is lawful to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company or its shares.
Numis and Peel Hunt, each of which are authorised and regulated
by the Financial Conduct Authority in the United Kingdom, are
acting only for the Selling Shareholder in connection with the
Placing and will not be responsible to anyone other than the
Selling Shareholder for providing the protections offered to their
respective clients, nor for providing advice in relation to the
Placing Shares, the Placing, the contents of this announcement or
any transaction, arrangement or other matter referred to in this
announcement, and apart from the responsibilities and liabilities
(if any) imposed on Numis and Peel Hunt by the Financial Services
and Markets Act 2000, any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should
seek their own independent legal, investment and tax advice as they
see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
In the EEA, solely for the purposes of the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional
clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Numis and Peel Hunt will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
In the UK, solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect
of the Placing Shares has led to the determination that: (i) the
target market for the Shares is only eligible counterparties, as
defined in the Financial Conduct Authority ("FCA") Handbook Conduct
of Business Sourcebook, and professional clients, as defined in
Regulation (EU) 600/2014, as it forms part of domestic law by
virtue of EUWA ("UK MiFIR"); and (ii) all channels for distribution
of the Shares to eligible counterparties and professional clients
are appropriate (the "UK Target Market Assessment"). Any
distributor should take into consideration the UK Target Market
Assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook is
responsible for undertaking its own target market assessment in
respect of the Placing Shares (by either adopting or refining the
UK Target Market Assessment) and determining appropriate
distribution channels.
For the avoidance of doubt, each of the Target Market Assessment
and the UK Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II or UK MiFIR, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIBJBLTMTMTBPB
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