KWL Kewill

TIDMKWL

RNS Number : 0565H

Kewill plc

05 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

5 July 2012

RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION

of

KEWILL PLC by

KINETIC BIDCO LIMITED an investment vehicle indirectly owned by the Francisco Partners Funds

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Scheme effective

On 19 June 2012, the boards of Kinetic Bidco Limited ("Kinetic Bidco") and Kewill plc ("Kewill" or the "Company") announced an increase in the cash offer price of Kinetic Bidco's acquisition of Kewill (the "Acquisition") to 110 pence per Kewill Share, and the Board's recommendation of the revised Acquisition. The Acquisition was first announced on 2 May 2012 at a cash offer price of 96 pence per Kewill Share.

Further to the announcement made earlier today, the Company is pleased to announce that that the Court Orders relating to the Scheme and the associated Capital Reduction have now been delivered to the Registrar of Companies and, accordingly, the Scheme has now become effective in accordance with its terms.

The FSA has issued a supervisory notice confirming that the listing of the Kewill Shares will be cancelled with effect from 8.00 a.m. tomorrow.

Words and expressions defined in the scheme document sent to Kewill Shareholders on 3 May 2012 (the "Scheme Document") shall, unless the context provides otherwise, have the same meanings in this announcement.

 
 Enquiries: 
 Bidco and Francisco Partners                     Tel: +44 (0) 20 7907 
                                                   8600 
 Deep Shah 
 
 HSBC (financial adviser to Bidco and Francisco   Tel: +44 (0) 20 7991 
  Partners)                                        8888 
 Abbas Merali 
  Gloria Leung 
 Kewill                                           Tel: +44 (0) 1483 
                                                   406080 
 Paul Nichols 
  David Gibbon 
 Investec (financial adviser and corporate        Tel: +44 (0) 20 7597 
  broker to Kewill)                                5000 
 Andrew Pinder / Patrick Robb 
  Dominic Emery / Junya Iwamoto 
 FTI Consulting (public relations adviser         Tel: +44 (0) 20 7269 
  to Kewill)                                       7147 
  Edward Bridges 
  Marc Cohen 
 

Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Bidco and Francisco Partners and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Francisco Partners for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also 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).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Kewill's website (www.kewill.com/uk), up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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