National Storage Mechanism | Additional information
RNS Number : 8543L
K3 Capital Group PLC
05 January 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

 

5 JANUARY 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 (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 7 of Part VII of the Scheme Document.

K3 Share Plans

In accordance with Rule 15 of the Code, participants in the K3 Share Plans will be contacted by letter on or around the date of this announcement ("Share Plans Letters"). The Share Plans Letters will include details regarding the effect of the Scheme on the participants' rights under the K3 Share Plans and, where required, the appropriate proposals to such participants in accordance with Rule 15 of the Code.

Revised Equity Commitment Letter

On the date of this announcement, Bidco and Sun VIII entered into a revised equity commitment letter in connection with the equity financing of the Acquisition (the "Revised Equity Commitment Letter"). The Revised Equity Commitment Letter is on the same terms as the equity commitment letter entered into by Bidco and Sun VIII on 15 December 2022 (the "Original Equity Commitment Letter"), save that Bidco's equity commitment has been increased to £233,183,115 to take into account additional K3 Shares to be issued under the Growth Share Scheme and that will be acquired for Cash Consideration pursuant to the Scheme.

The Revised Equity Commitment Letter replaces the Original Equity Commitment Letter, which ceases to have any effect following the execution of the Revised Equity Commitment Letter.

Cancellation of admission to trading on AIM and re-registration of K3 as a private company

Unless the Meetings are adjourned, the last day of dealings in, and for registration of transfers of, K3 Shares will be the business day following the Scheme Court Hearing, which is expected to take place on a date no later than 14 days after the satisfaction of Conditions 2(a) and (b) and 3(a) set out in Part A of Part III of the Scheme Document, following which K3 Shares will be temporarily suspended from trading on AIM. 

As at the close of trading on the last day of dealings in K3 Shares prior to the Effective Date (the last day of dealings is expected to be on the business day following the Scheme Court Hearing), there may be unsettled, open trades for the sale and purchase of K3 Shares within the CREST system. The K3 Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other K3 Shares registered in the name of the relevant seller under that trade. Consequently, the seller will receive the appropriate Cash Consideration in accordance with the basic terms of the Acquisition. No transfers of K3 Shares will be registered after this date and no K3 Shares will be issued after this date. 

A request will be made to the London Stock Exchange prior to the Effective Date to cancel the trading in K3 Shares on AIM with effect from no later than 7.00 a.m. on the first business day after the Effective Date.

On the Effective Date, each certificate representing a holding of K3 Shares subject to the Scheme will be cancelled. Share certificates in respect of K3 Shares will cease to be valid and every K3 Shareholder will be bound, at the request of K3, to deliver up to K3, or to any person appointed by K3, the share certificate(s) for cancellation, or to destroy them. As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

It is also intended that K3 be re-registered as a private limited company following the Effective Date.

 

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. The Scheme remains conditional on the approval of Scheme Shareholders at the Court Meeting and of K3 Shareholders at the General Meeting and to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court. The Scheme is expected to become effective two business days after the Scheme Court Hearing, which is expected to take place on a date no later than 14 days after the satisfaction of Conditions 2(a) and (b) and 3(a) set out in Part A of Part III of the Scheme Document and any update to the expected timetable will be announced through a Regulatory Information Service, with such announcement being made available on K3's website at https://www.k3capitalgroupplc.com/investors/.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

Time and/or date

Latest time for receipt of BLUE Forms of Proxy/CREST Proxy instructions for the Court Meeting

10.00 a.m. on 24 January 2023(1)

Latest time for receipt of WHITE Forms of Proxy/CREST Proxy instructions for the General Meeting

10.15 a.m. on 24 January 2023(1)

Voting Record Time

6.00 p.m. on 24 January 2023(2)

Court Meeting

10.00 a.m. on 26 January 2023

General Meeting

10.15 a.m. on 26 January 2023(3)

The following dates are subject to change (please see note (4) below)

Scheme Court Hearing to sanction the Scheme and Scheme Court Order date

A date expected to be no later than 14 days after the satisfaction of Conditions 2(a) and (b) and 3(a) set out in Part A of Part III of the Scheme Document ("D")(5)

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, K3 Shares

4.30 p.m. - 6.00 p.m. on D+1 business day

Scheme Record Time

6.00 p.m. on D+1 business day

Suspension of K3 Shares from trading on AIM

7.30 a.m. on D+2 business day

Effective Date(6)

D+2 business days

Cancellation of admission to trading on AIM of K3 Shares

By no later than 7.00 a.m. on D+3 business days

Latest date for despatch of cheques and crediting of bank accounts and CREST accounts for Cash Consideration due under the Scheme

By 14 days after the Effective Date

Long Stop Date

6.00 p.m. on 15 June 2023(7)

 

_________________

Notes:

1.       If the BLUE Form of Proxy for use at the Court Meeting is not returned by 10.00 a.m. on 24 January 2023 (or, if the Court Meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting (excluding any part of a day that is not a business day)), it may be handed to the Chair of the Court Meeting before commencement of the Court Meeting.  In the case of the General Meeting, unless the WHITE Form of Proxy is returned so as to be received by no later than 10.15 a.m. on 24 January 2023 (or, if the General Meeting is adjourned, not less than 48 hours prior to the time and date set  for the adjourned meeting (excluding any part of a day that is not a business day)), it will be invalid.

2.         If either the Court Meeting or the General Meeting are adjourned, all holders of K3 Shares whose names appear on the register of members of K3 at 6.00 p.m. on the date two days before the date set for the adjourned Meeting, shall be entitled to vote at the relevant Meeting in respect of the number of K3 Shares registered in their name at the relevant time.

3.       To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting

4.          These times and dates are indicative only and will depend, amongst other things, on the date upon which:

(a)        the Court sanctions the Scheme;

(b)        the Scheme Court Order is delivered to the Registrar of Companies; and

(c)        the Conditions set out in Part III of this document are satisfied or (if capable of waiver) waived. 

 If any of the expected dates change, K3 will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to K3 Shareholders.

5.         The Scheme Court Hearing to sanction the Scheme is to be held on such date following the satisfaction of the Conditions referred to as K3 and Bidco agree, subject to Court availability.

6.        The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order to the Registrar of Companies.

7.       This is the latest date by which the Scheme may become effective unless Bidco and K3 agree (and the Panel and, if required, the Court permit) a later date.

All references in this document to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on K3's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to K3 Shareholders by announcement through a Regulatory Information Service.

 

Shareholder Helpline

If you are a K3 Shareholder and you have any questions relating to this announcement, the Scheme Document, the Court Meeting, the General Meeting, the Acquisition or the Scheme or are in any doubt about the completion and return of the Forms of Proxy via post or email or online or electronically or through CREST, 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
(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.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with English law and the Code and the 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 the United Kingdom.

K3 has prepared the Scheme Document and will, on or around the date of this announcement, distribute it to K3 Shareholders at no cost to them. K3 and Bidco urge K3 Shareholders to read the Scheme Document because it contains important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.

Each K3 Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders is contained in the Scheme Document. 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.

The Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Sun, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in K3 outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

K3's financial statements, and all financial information that is included in this announcement, or that included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

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 offer by any such use, means, instrumentality or form 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 all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to K3 Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Forward looking statements

This announcement contains statements about Bidco and the K3 Group that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and K3 and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Acquisition, other than statements of historical facts included in this announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. 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 the K3 Group's operations; and (iii) the effects of government regulation on the K3 Group's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates and the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, (which speak only as of the date hereof) and neither Bidco nor any member of the K3 Group (nor any of their respective directors, officers, employees or advisers) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by the forward looking statements will actually occur. Further, Bidco and each member of the K3 Group disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group or Wider K3 Group, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or profit estimates

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for K3 for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for K3.

Information relating to K3 Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by K3 Shareholders, persons with information rights and other relevant persons for the receipt of communications from K3 may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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 offerors, 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 of the Code.

Dealing Disclosures must 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 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make a Dealing Disclosure.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Numis and its affiliates will continue to act as exempt principal trader in K3 securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on K3's website at www.k3capitalgroupplc.com/investors/ by no later than 12.00 p.m. on the business day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

K3 Shareholders may request a hard copy of this announcement by contacting the Registrar during business hours on 0370 707 1431 (from within the UK) or on +44 (0) 370 707 1431 (from outside the UK). Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Please note that the Registrar cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. K3 Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If a K3 Shareholder has received this announcement in electronic form, hard copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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