REG - Kinovo PLC - Statement re press speculation

KinovoAnnouncement

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RNS Number : 3187I  Kinovo PLC  12 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

12 May 2025

Kinovo plc ("Kinovo" or the "Company")

Statement re press speculation

Kinovo plc, the specialist property services group that delivers compliance
and sustainability solutions, notes the recent press speculation and confirms
that a best and final indicative, non-binding proposal has been received from
Sureserve Limited ("Sureserve") relating to a possible offer for the entire
issued and to be issued share capital of the Company at a price of 87.5 pence
per share payable in cash (the "Possible Offer").

The Possible Offer, which follows a number of earlier proposals from
Sureserve, values the entire issued share capital of the Company at
approximately £56.4 million (on a fully diluted basis).

Having considered the Possible Offer, the Kinovo Board has indicated to
Sureserve that it is at a value the Board would be minded to recommend to
Kinovo shareholders, should a firm intention to make an offer pursuant to Rule
2.7 of the Code be announced on such terms.

Transaction documentation is at an advanced stage and the parties are working
towards the making of a recommended announcement, under Rule 2.7 of the Code,
on the above terms.

A further announcement will be made if and when appropriate.

This announcement has been made by Kinovo with the agreement and approval of
Sureserve.

In accordance with Rule 2.6(a) of the Code, Sureserve must, by no later than
5.00 p.m. (London time) on 10 June 2025, being the 28th day following the date
of this announcement, either announce a firm intention to make an offer
for Kinovo in accordance with Rule 2.7 of the Code, or announce that it does
not intend to make an offer, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. The deadline can be
extended with the consent of the Takeover Panel in accordance with Rule 2.6(c)
of the Code.

As a consequence of this announcement, an 'Offer Period' has now commenced in
respect of the Company in accordance with the rules of the Code. The attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.

Sureserve reserves the right to make an offer for Kinovo on less favourable
terms than those set out in this announcement: (i) with the agreement or
recommendation of the Kinovo Board; (ii) if a third party announces a possible
offer or a firm intention to make an offer for Kinovo which, at that date, is
of a value less than the value implied by the Possible Offer; or (iii)
following the announcement by Kinovo of a Rule 9 waiver transaction pursuant
to the Code. Sureserve reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration of any
offer. Sureserve also reserves the right to adjust the terms of the Possible
Offer to take account of the value of any dividend or other distribution which
is announced, declared, made or paid by Kinovo after the date of this
announcement.

Enquiries

 

 Kinovo plc
 Sangita Shah, Chairman                                                    +44 (0)20 7796 4133

 David Bullen, Chief Executive Officer                                     (via Hudson Sandler)

 Canaccord Genuity Limited (Rule 3 Adviser, Financial Adviser, Nominated   +44 (0)20 7523 8000
 Adviser and Sole Broker)
 Adam James

 Harry Rees

 Hudson Sandler (Financial PR)                                             +44 (0)20 7796 4133
 Dan de Belder

 Harry Griffiths

 Will Reynish

 

Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser and corporate broker
exclusively for Kinovo and for no one else in connection with the Possible
Offer and will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be responsible to anyone
other than Kinovo for providing the protections afforded to clients of
Canaccord Genuity Limited, nor for providing advice in relation to the
Possible Offer or any other matter referred to in this announcement.

The person responsible for arranging the release of this announcement on
behalf of Kinovo is Sangita Shah.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the Company's website at www.kinovoplc.com
(http://www.kinovoplc.com) by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of 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 securities
exchange 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 (as defined in the Code) following
the commencement of the offer period and, if later, following the announcement
in which any securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than
3.30 pm (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure (as defined in 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 offeror(s), 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 pm (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.

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 Bidder 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 Bidder 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 an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Kinovo confirms that as at the date
of this announcement, it has 63,361,315 ordinary shares of £0.10 each in
issue and admitted to trading on AIM, the market operated by the London Stock
Exchange. Kinovo holds no ordinary shares in treasury. The total number of
voting rights in Kinovo is currently 63,361,315. The International Securities
Identification Number for Kinovo ordinary shares is GB00BV9GHQ09.

Rule 2.4 information

Prior to this announcement it has not been practicable for Sureserve to make
enquiries of all persons acting in concert with it to determine whether any
dealings in Kinovo shares by such persons give rise to a requirement under
Rule 6 or Rule 11 of the Code for Sureserve, if it were to make an offer, to
offer any minimum level, or particular form, of consideration. Any such
details shall be announced as soon as practicable and in any event by no later
than the deadline for Sureserve's Opening Position Disclosure. This statement
has been included with the consent of Sureserve.

 

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