TIDMK3C
RNS Number : 0860P
Sun Capital Partners Group VIII LLC
07 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
7 FEBRUARY 2023
RECOMMED 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
Disclosure under Rule 26 of the Code
On 5 January 2023, the board of directors of K3 announced that
it had published a circular (the "Scheme Document") in relation to
the recommended Acquisition of the entire issued and to be issued
share capital of K3 by Bidco. The Acquisition 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.
On 24 January 2023, Bidco announced that it had entered into a
debt commitment letter with Tikehau Investment Management S.A.S. in
relation to certain debt facilities to be provided in connection
with the Acquisition.
Bidco now announces that, on 3 February 2023, Bidco entered into
a senior facilities agreement with, among others, each of: (i)
Tikehau Direct Lending 5 S.à r.l.; (ii) Tikehau Direct Lending 5L
Finance; (iii) MTDL Investment S.à r.l.; (iv) Prima EU Credit Fund
((i) to (iv) inclusive being, the "Tikehau Lenders"); and (v) PNC
Financial Services UK Ltd ("PNC"), (the "Senior Facilities
Agreement"). The Senior Facilities Agreement provides for senior
facilities comprising an aggregate of GBP145m, and being made up as
follows:
-- a GBP95 million senior term loan facility to be provided by the Tikehau Lenders
-- a GBP20 million senior capex and acquisition facility to be provided by the Tikehau Lenders
-- a GBP15 million super senior term facility to be provided by PNC
-- a GBP15 million super senior original revolving facility to be provided by PNC
In addition to the Senior Facilities Agreement (and in
connection with the facilities made available thereunder), on 3
February 2023, Bidco also entered into a debenture, an
intercreditor agreement, a hedging letter, and certain other
ancillary documents, security agreements, and fee letters.
The Equity Commitment Letters remain in full force and
effect.
In accordance with Rule 26 of the Code, a copy of the Senior
Facilities Agreement and the other documents referred to in this
announcement are available free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on K3's website at
www.k3capitalgroupplc.com/investors/.
Enquiries
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
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.
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 has distributed 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 may contain 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.
Publication on website
This announcement and the documents required to be published
pursuant to Rule 26 of the Code are available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on K3's website at
www.k3capitalgroupplc.com/investors/.
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.
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END
OUPFLFFAFSIRIIV
(END) Dow Jones Newswires
February 07, 2023 02:00 ET (07:00 GMT)
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