Kitwave Group Plc Agrees to £251 Million Recommended Cash Takeover by OEP-Backed Bidder

£251 million recommended cash offer for Kitwave – here’s what’s on the table

Kitwave Group plc has agreed terms for a recommended all-cash takeover by Kite UK Bidco Limited, an entity backed by funds managed or advised by OEP Capital Advisers. Shareholders are being offered 295 pence in cash per Kitwave Share via a court-sanctioned scheme of arrangement.

The headline price implies an equity value of approximately £251 million and comes with a healthy premium to recent trading levels. The Board is unanimously backing the deal and intends to recommend it to shareholders.

Key term	Detail
Offer price	295 pence per share
Equity value	Approximately £251 million
Premium to last close	33.5% to 221 pence (21 January 2026)
Premium to 3-month VWAP	38.8% to 212 pence
Premium to IPO placing price	96.7%
Shares in issue	83,736,538
Fully diluted shares	84,937,354
Support locked in	21.6% (irrevocables and letter of intent)
Expected completion	Q1 2026 (subject to conditions)
Vote thresholds	75% by value at Court Meeting and 75% of votes cast at General Meeting
Recent scale	£802.7 million revenue for the 12 months to 31 October 2025
Network	37 depots, c.46,000 customers

Why OEP wants Kitwave: buy-and-build in a fragmented market

OEP describes Kitwave as a resilient, attractive platform in UK wholesale distribution, with national reach, strong supplier relationships, modern logistics and increasingly digital ordering. The strategy is to reinforce Kitwave’s position and accelerate growth, particularly in foodservice, while enhancing operational efficiency and digital capability.

OEP has prior experience transforming distribution businesses and intends to provide long-term private capital to support further acquisitions. BidCo is a newly formed vehicle for the deal.

Why the Kitwave Board says yes to 295p

Directors unanimously consider the terms fair and reasonable, with Canaccord Genuity advising the Board under Rule 3 of the Takeover Code. The Board’s reasoning is straightforward: the cash offer locks in an attractive premium today against a backdrop of tighter margins, higher costs (including wage and National Insurance changes) and limited organic growth opportunities.

Crucially, management believes the next phase requires a different capital structure with higher leverage to pursue M&A. That may be a poor fit for public markets and could pressure the current dividend profile. In short, the Board believes private ownership is better suited to Kitwave’s buy-and-build ambitions right now.

Shareholder support already in the bag

Support matters in schemes. BidCo has:

• Irrevocable undertakings over 12,098,325 shares – 14.4% of the register.
• A letter of intent from Otus Capital Management Limited over 1,628,715 shares – 1.9%.
• Directors’ irrevocables over 4,348,248 shares – 5.2%.

Combined, that is 21.6% of Kitwave’s issued share capital on the Last Practicable Date. One irrevocable holder can withdraw if a rival offer emerges at least 10% higher, but there is no competing bid disclosed today.

How the scheme will work and the timeline you should expect

A scheme of arrangement is a court-led process. It needs approval from:

• Scheme Shareholders – a majority in number, representing at least 75% by value of shares voted at the Court Meeting.
• Shareholders – a special resolution at the General Meeting, requiring at least 75% of votes cast.
• The Court – sanction of the scheme.

If the conditions are satisfied or waived where applicable, the scheme is expected to complete in Q1 2026. The Scheme Document, including voting details and the meeting dates, will be sent within 28 days of the announcement and will be posted at https://www.kitwave.co.uk/investors.

Funding certainty, dividends, and de-listing

• Funding: The consideration is fully equity-funded by OEP-managed funds. Moelis, adviser to BidCo, is satisfied sufficient resources are available.
• Dividends: If any dividend is declared before the Effective Date, BidCo can reduce the 295 pence cash price by the dividend amount. Shareholders would retain any such dividend.
• De-listing: Trading in Kitwave Shares on AIM will be cancelled on or shortly after the Effective Date. Certificates become void and CREST entitlements are cancelled on the day. Kitwave will then re-register as a private company.
• Settlement: Cash is expected to be sent to Scheme Shareholders no later than 14 days after the Effective Date.

Employees, HQ and pensions: OEP’s intentions

OEP emphasises continuity. There are no plans to change Kitwave’s North Shields headquarters, fixed assets or depot network. No material headcount changes are planned beyond roles that may fall away due to de-listing or future acquisition integration, and the intention is to reallocate affected employees where possible. Defined contribution pension arrangements will be maintained in accordance with the law. Non-executive directors will step down at completion.

What this means for retail investors

If the scheme completes, you will receive 295 pence per share in cash. That is a strong premium to the undisturbed price of 221 pence and the three-month VWAP of 212 pence. It also represents a 96.7% premium to the IPO placing price, which the Board highlights in its rationale.

Positives in my view:

• Compelling premium and all-cash certainty.
• Clear strategic logic to pursue M&A off-market with flexible private capital.
• Funding certainty from OEP’s equity and a straightforward scheme timetable.

Watch-outs:

• Scheme risk – it needs court and shareholder approvals. If it does not proceed, the share price could re-anchor to pre-offer levels, noting the last close was 221 pence and three-month VWAP was 212 pence.
• Dividend adjustment – any dividend before completion can reduce the 295 pence consideration.
• Process timing – completion is targeted for Q1 2026, but conditions must be satisfied.

Quick answers to likely questions

• Do I need to do anything now? Not yet. Wait for the Scheme Document within 28 days, which will include how to vote.
• What vote is needed? 75% by value at the Court Meeting and 75% of votes cast at the General Meeting, plus Court sanction.
• When will I get my cash? No later than 14 days after the Effective Date.
• Could the price change? It can be reduced by any dividend paid before the Effective Date. Otherwise, terms are fixed as announced.
• What if a competing offer appears? One shareholder’s irrevocable can fall away if a firm offer at least 10% higher is announced before a specified cut-off. No rival offer is disclosed.
• Will Kitwave remain listed? No. The shares will be de-listed on or shortly after the Effective Date and the company will become private.

Bottom line

This is a classic UK small-cap outcome: a quality operator with national reach, proven buy-and-build credentials and a steady cashflow profile being taken private to accelerate the next leg of growth. For shareholders, 295 pence in cash looks a fair exit given the stated pressures on margins and the Board’s view that higher leverage and M&A-led growth are better pursued off-market.

Keep an eye out for the Scheme Document and the meeting dates. If all goes to plan, this should wrap up in Q1 2026.

Further information and documents will be posted at https://www.kitwave.co.uk/investors.