K3 Capital Group PLC Scheme effective (8726P)

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

K3 CAPITAL GROUP PLC ( "K3" )

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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February 14, 2023 04:20 ET (09:20 GMT)

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