BC Partners Fund XI a fund managed by BC Partners have reached an agreement to acquire Kin and Carta plc (LSE:KCT) from Samson Rock Capital LLP, Sand Grove Capital Management LLP, Coast Capital Management, LP and others for approximately £230 million on December 19, 2023. The offer per share is 110 pence in cash for 184.54 million fully diluted shares of Kin and Carta plc. The cash consideration payable to Kin and Carta Shareholders under the terms of the Acquisition will be financed by a combination of equity and debt financing. Equity investment into Valtech will be provided from the BC Partners Funds. The remaining funding is to be provided under the Additional Facility Notice with the Lenders. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement. The Acquisition is currently expected to complete by the end of April 2024, subject to the satisfaction or (where applicable) waiver of the Conditions, i.e., a resolution to approve the Scheme is passed by a majority in number of Kin and Carta Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75%or more in value of each class of Kin and Carta Shares held by those Kin and Carta Shareholders; certain antitrust, foreign investment, regulatory approvals and clearances having been obtained, including: (a) the receipt of merger control clearance in the United States, under the Hart Scott Rodino Antitrust Improvements Act of 1976; (b) the receipt of merger control clearance in the Republic of North Macedonia; (c) the receipt of merger control clearances in Bulgaria; (d) the receipt of merger control clearances in Kosovo; (e) in the UK the CMA not having opened a merger investigation at the time that the other Conditions have been satisfied or, if so, no reference to a CMA Phase 2 Investigation having been being made; and (f) the receipt of foreign investment clearance in the UK under the National Security and Investment Act 2021; following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court and following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. On December 28, 2023 and January 2, 2024 respectively, Coast repurchased a total in aggregate of 252,400 Kin and Carta Shares. On February 9, 2024, The Kin and Carta Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting. As of February 20, 2024, GIC Special Investments Pte. Ltd. is committed to exercising its existing contractual pre-emption rights in connection with the acquisition of BC Partners. As of March 11, 2024, all the regulatory conditions have now been satisfied, other than (i) the receipt of merger control clearance in Bulgaria and (ii) the receipt of merger control clearance in Kosovo. These clearances are expected to be received within the current transaction timetable and therefore the Kin and Carta Directors continue to expect that the Scheme will become Effective by the end of April 2024. As of April 2, 2024, Kin and Carta Directors are pleased to confirm that all the regulatory conditions of the Scheme Document have now been satisfied. The Court Sanction Hearing has been scheduled to take place on April 24, 2024 and, subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions, the Scheme is expected to become effective on April 26, 2024. As of April 11, 2024, Bulgaria's competition authority have approved the transaction. As of April 24, 2024, Kin and Carta is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme pursuant to which the Acquisition is being implemented. The Scheme remains conditional on the delivery to the Registrar of Companies of the Court Order made at the Court Hearing to sanction the Scheme. The Scheme is expected to become effective on April 26, 2024.

Europa Partners Limited acted as finanical advisor to BC Partners and Valtech, Robert Farrington, David Fudge and Avinash Patel of Citigroup Global Markets Limited acted as financial advisor and Fairness opinion provider to Kin and Carta, and Chris Boycott, Ben Rodham, Cara Hegarty, Emma Gray, Claire Petheram, Jonathan Ford, and Sima Ostrovsky of Linklaters LLP is acting as legal adviser to BC Partners and Valtech. Herbert Smith Freehills LLP is acting as legal adviser to Kin and Carta. Dechert LLP is acting as legal adviser to GIC. Link Market Services Limited is registrar to Kin and Carta.

BC Partners Fund XI a fund managed by BC Partners completed the acquisition of Kin and Carta plc (LSE:KCT) from Samson Rock Capital LLP, Sand Grove Capital Management LLP, Coast Capital Management, LP and others on April 26, 2024.