THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF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 END OF THIS ANNOUNCEMENT.
23 November 2021
Proposed Secondary Placing of up to 5 million ordinary shares in Kin and Carta plc (the "Company")
Marie James Capital LLC, a private holding company managed by John James Schwan III ("Mr Schwan"), the CEO of the Company, on behalf of his children's estate (the "Selling Shareholder"), announces its intention to sell up to 5 million ordinary shares in the Company (the "Placing Shares"), which represents approximately 2.9% of the Company's issued share capital. These shares have been held by the Selling Shareholder since 2015 and were part of the proceeds of the sale of Solstice Consulting LLC (a company founded by Mr Schwan) to St Ives plc in 2015.
The Placing is being undertaken by the Selling Shareholder as part of an estate planning exercise. The Placing Shares are being offered by way of an accelerated bookbuild process (the "Placing"), which will be launched immediately following this announcement. Numis Securities Limited ("Numis") and Peel Hunt LLP ("Peel Hunt") are acting for the Selling Shareholder in connection with the Placing.
The Selling Shareholder currently holds approximately 4.4% of the Company's issued share capital. The Selling Shareholder remains a shareholder in the Company and its relationship with, and commitment to, the Company is unchanged. The remainder of the Company's shares controlled 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). Mr Schwan separately holds approximately 0.21% of the Company's issued share capital in his name which will not be a part of the Placing.
The final number of Placing Shares to be placed will be agreed by Numis and Peel Hunt and the Selling Shareholder at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process are at the absolute discretion of Numis and Peel Hunt. The Placing is subject to demand, price and market conditions.
The Company will not receive any proceeds from the Placing.
For further information, please contact:
Nick Westlake / Matt Lewis / William Baunton / Tejas Padalkar
+44 (0) 20 7260 1000
Edward Knight / John Welch / Alastair Rae / Sohail Akbar
+44 (0) 20 7418 8900
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 is 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.