TIDMKAPE
RNS Number : 6883L
Kape Technologies PLC
14 September 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION .
NEITHER THIS ANNOUNCEMENT NOR ANYT HING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.
14 September 2021
Kape Technologies plc
("Kape", the "Company" or the "Group")
Result of US$354 million Placing and US$2.5 million Retail
Offer
Notice of General Meeting
Multiple times oversubscribed US$354 million placing and US$2.5
million retail offer
Further to its announcement on 13 September 2021, Kape
Technologies plc (AIM: KAPE), the digital security and privacy
software business, is pleased to announce that it has successfully
raised gross proceeds of approximately US$354 million (GBP256.5
million) pursuant to the Placing and approximately US$2.5 million
(c. GBP1.8 million) pursuant to the Retail Offer (together the
"Fundraise"). Conditionally, in aggregate, a total of 76,543,209
new ordinary shares of US$ 0.0001 each ("Ordinary Shares") will
therefore be issued pursuant to the Fundraise("Fundraising Shares")
at an issue price of 337.5 pence per Fundraising Share ("Placing
Price").
The Board of Kape is pleased with the very strong response to
the Fundraise from new and existing institutional shareholders,
including a number of blue-chip institutional investors from the
UK, USA, Israel and Asia and through the PrimaryBid retail offer.
The Fundraise was multiple times oversubscribed. The net proceeds
of the Fundraise will be used to fund the upfront consideration for
the acquisition of the ExpressVPN business.
Ido Erlichman, Chief Executive Officer of Kape, commented:
"We are delighted with the strong support shown by both new and
existing investors which enables us to proceed with our
transformational acquisition of ExpressVPN."
Application will be made for the admission of the Fundraising
Shares to trading on the AIM market of London Stock Exchange plc
("Admission"). It is expected that Admissio n will take place at or
around 8.00 a.m. (London time) on 4 October 2021. The Fundraising
Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the Company's existing issued
Ordinary Shares .
Certain of the Company's Directors and PDMRs, being Don Elgie,
Ido Erlichman, Moran Laufer, David Cotterell, Martin Blair, Daniel
Sagi, Shalev Katav, Yossi Peretz and Ran Greenberg and certain
other members of Kape staff, have communicated their intention to
participate in the proposed fundraising once the Company is not in
a closed period (following the publication of Kape's results for
the six months ended 30 June 2021), for an aggregate amount of
approximately US$13.0 million in aggregate. A further announcement
will be made in due course.
As a reflection of their confidence in the prospects and growth
of the combined business under Kape, ExpressVPN's co-founders, Dan
Pomerantz and Peter Burchhardt, via their family investment holding
companies, both participated in the Placing in the amount of
approximately US$ 2.0 million each . This participation will be
funded through their own resources and is separate from the
consideration the co-founders are receiving from the
Acquisition.
Related Party Transaction
Unikmind Holdings Limited ("Unikmind"), a substantial
shareholder in the Company, subscribed for 45,941,924 Fundraising
Shares, pursuant to the Subscription Agreement, at the Placing
Price. Its participation in the Fundraise was a related party
transaction under Rule 13 of the AIM Rules. As set out in the
Company's announcement of 13 September 2021, the independent
directors of Kape (for these purposes being Don Elgie, Ido
Erlichman, Moran Laufer, David Cotterell and Martin Blair)
considered, having consulted with the Company's nominated adviser,
Shore Capital and Corporate Limited, that the terms of the
Subscription Agreement were fair and reasonable insofar as the
Company's shareholders are concerned. Following Admission, Unikmind
will hold 181,338,821 Ordinary Shares, equal to approximately
60.34% of the enlarged total voting rights of the Company.
Total Voting Rights
Following Admission of the 76,543,209 Fundraising Shares , the
Company's issued share capital will consist of 310,964,694 Ordinary
Shares. The Company will hold the 47,782,800 Initial Consideration
Shares (as defined in the announcement of the Fundraise dated 13
September 2021) in treasury which, in addition to the existing
9,820,501 Ordinary Shares held in treasury, will mean, following
Admission 57,603,301 Ordinary Shares will be held in treasury. The
Kape Technologies plc Employee Benefit Trust holds 600,000 Ordinary
Shares, the voting rights to which have been waived. Therefore, the
total number of voting shares in the Company following Admission
will be 300,544,193, which is the figure which should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, Ordinary Shares under the FCA's
Disclosure and Transparency Rules.
General Meeting and Posting of Circular
The Company's existing share issuance authorities are
insufficient to allow the issue of the Fundraising Shares and the
Consideration Shares. The General Meeting has therefore been
convened to seek shareholders' approval to the allotment and issue
of such shares. The General Meeting will be convened for 1 October
2021 and a circular (containing notice of general meeting)(the
"Circular") is expected to be posted on 15 September 2021.
Unikmind has irrevocably agreed to vote in favour of the
resolutions to be proposed at the General Meeting to approve the
allotment and issue of the Consideration Shares and the Fundraising
Shares.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Moran Laufer, Chief Financial Officer
Shore Capital (Nominated Adviser, Joint
Broker & Joint Bookrunner)
Simon Fine / Toby Gibbs / Mark Percy / James +44 (0)20 7408
Thomas / Michael McGloin 4090
Stifel (Joint Broker & Joint Bookrunner)
Alex Price / Brad Topchik / Alain Dobkin +44 (0) 20 7710
/ Richard Short 7600
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Antonia Pollock +44 (0)20 7390
kape@vigoconsulting.com 0237
About Kape
Kape is a leading 'privacy-first' digital security software
provider to consumers. Through its range of privacy and security
products, Kape focusses on protecting consumers and their personal
data as they go about their daily digital lives.
To date, Kape has over 2.7 million paying subscribers, supported
by a team of over 430 people across eight locations worldwide. Kape
has a proven track record of revenue and EBITDA growth, underpinned
by a strong business model which leverages our digital marketing
expertise.
Through its subscription-based platform, Kape has fast
established a highly scalable SaaS-based operating model, geared
towards capitalising on the vast global consumer digital privacy
market.
www.kape.com
Twitter LinkedIn
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIFIFEEAFISLIL
(END) Dow Jones Newswires
September 14, 2021 02:00 ET (06:00 GMT)
Kape Technologies (LSE:KAPE)
Historical Stock Chart
From Apr 2024 to May 2024
Kape Technologies (LSE:KAPE)
Historical Stock Chart
From May 2023 to May 2024