TIDMKAPE
RNS Number : 6498P
Unikmind Holdings Limited
13 February 2023
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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 February 2023
CASH OFFER
for
Kape Technologies plc
by
Unikmind Holdings Limited
The Board of Unikmind Holdings Limited ("Unikmind"), a company
incorporated in the Isle of Man, wholly-owned by Mr. Teddy Sagi,
and the holder of approximately 54.8 per cent. of the issued
ordinary shares of Kape Technologies plc ("Kape" or the "Company"),
is pleased to announce the terms of a cash offer to be made by
Unikmind to acquire the issued and to be issued share capital of
Kape not already held by Unikmind (the "Offer").
Regardless of the outcome of the Offer, Unikmind intends to
requisition a general meeting of Kape to seek to pass a resolution
to delist Kape from AIM as soon as reasonably practicable following
the Offer.
Summary
Under the terms of the Offer, the shareholders of Kape (the
"Kape Shareholders") will be entitled to receive:
US$3.44 in cash for each Kape share (a "Kape Share")
which based on the "Announcement Exchange Rate" (as defined in
APPIX III ) is equivalent to 285 pence per Kape Share
-- The Offer values the entire issued and to be issued share
capital of Kape at approximately US$1.51 billion (calculated on the
basis described in APPIX II), which is equivalent to GBP1.25
billion at the Announcement Exchange Rate.
-- The Offer of US$3.44 for each Kape Share, being equivalent to
285 pence per Kape Share based on the Announcement Exchange Rate
(the "Offer Price"), represents a premium of approximately:
o 9.7 per cent. to the Closing Price per Kape Share of 260 pence
on 10 February 2023 (being the last Business Day prior to this
announcement (the "Announcement"));
o 7.7 per cent. to the price per Kape Share of 265 pence at
which Kape undertook its US$222.5 million equity placing in October
2022;
o 24.6 per cent. to the Closing Price per Kape Share of 229
pence on 8 December 2022 (being the day before the Initial Price
Proposal (as defined in paragraph 3) was made to Kape); and
o 12.3 per cent. to the volume-weighted average price per Kape
Share of 254 pence for the last three months to 10 February 2023
(being the last three months prior to the date of this
Announcement).
-- Under the Offer, the Offer Price will be payable in US$.
Unikmind will commit that a UK Pound Sterling equivalent facility
will be made available under which Kape Shareholders will be able
to elect to receive their Offer consideration in UK Pound Sterling
instead of US$.
-- Unikmind strongly believes that the Offer provides attractive
liquidity and represents a compelling opportunity for Kape
Shareholders to realise the value of their holdings at a
significant premium to the current share price.
-- Unikmind has been steadfast in its support of Kape, ensuring
the success of the Company's transformative acquisitions by
providing certainty on the availability of cash. However, Unikmind
now believes that the most appropriate way to support Kape in its
buy-and-build strategy is through long term capital investment
conducted away from public markets.
-- Therefore, regardless of the outcome of the Offer, Unikmind
intends to requisition a general meeting of Kape to seek to pass a
resolution to delist Kape from AIM as soon as reasonably
practicable following the Offer.
-- Should Unikmind acquire (pursuant to the Offer or otherwise)
voting rights representing 75 per cent. or more of the total voting
rights in Kape, Unikmind intends that Kape will make an application
to the London Stock Exchange for the cancellation of the admission
to trading of Kape Shares on AIM, in which case, it would be
possible to obtain the delisting on an accelerated timeline.
-- The Kape Board has not yet set out its opinion on the Offer,
but has granted consent to Unikmind to make this Offer under
certain terms that are further detailed below, including a Partial
Standstill Release (as defined in paragraph 3).
-- Unikmind is hopeful that, following discussions with Kape
Shareholders stemming from this Offer, the Kape Board will
recommend that Kape Shareholders accept the Offer.
Commenting on the Offer, Mr. Teddy Sagi, the owner of Unikmind
said:
"The last decade has witnessed the rapid growth of digital
services with the expansion of e-commerce. Kape has, with our
support as the majority shareholder, transformed through several
strategic acquisitions, into a truly global leader in the digital
privacy and security space. Having weighed the pros and cons of a
public listing under the current macro uncertainties and thin stock
market trading as well as new growth avenues, we are firm in our
view that Kape's next chapter in its corporate journey should be
within the private arena. We are committed to Kape's further growth
within our group of companies, enabling it to exploit operational
synergies and to access capital for its continuous growth,
especially as the convergence of technologies is gaining momentum.
Recognising that not all Kape Shareholders may wish to continue
with us in a non-listed Kape, our cash offer represents a
compelling proposition for fellow shareholders to realise their
investment."
General
If any dividend, distribution or other return of value is
authorised, declared, made or paid in respect of Kape Shares on or
after the date of this Announcement the Offer Price shall be
reduced by the amount of any such dividend, distribution or other
return of value. In such circumstances, Kape Shareholders will be
entitled to retain any such dividend, distribution, or other return
of value declared, made or paid.
This summary should be read in conjunction with the full text of
this Announcement. The Offer will be subject to the Conditions and
further terms set out in APPIX I to this Announcement and to the
full terms and Conditions to be set out in the document to be
despatched to Kape Shareholders containing the full terms and
condition of the Offer (the "Offer Document"). APPIX II to this
Announcement contains further details of the sources of information
and bases of calculations set out in this Announcement, and APPIX
III contains definitions of certain expressions used in this
summary and in this Announcement.
Copies of this Announcement will be made available on Unikmind's
website at www.unikmind-holdings.com.
Further information
HSBC Bank plc (Financial Adviser to Unikmind)
Julian Wentzel
Assaf Shlush
Andrew Owens
Alex Thomas +44 20 7991 8888
Alma PR (PR Adviser to Unikmind)
Josh Royston +44 20 3405 0205
Rebeca Sanders-Hewitt +44 7780 901979
Andy Bryant
Matthew Young
Baker & McKenzie LLP is acting as legal adviser to
Unikmind.
Important Notices
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively as financial advisor to Unikmind and
no one else in connection with the matters referred to in this
Announcement, and will not regard any other person (whether or not
a recipient of this Announcement) as a client in relation to the
matters referred to in this Announcement and is not, and will not
be, responsible to anyone other than Unikmind for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any transaction or
arrangement referred to in this Announcement. Neither HSBC nor any
of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of HSBC in connection with this
Announcement or any matter referred to herein.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of Kape Shares in certificated form, the Form of
Acceptance (as defined in APPIX III )), which will contain the full
terms and condition of the Offer, including details of how the
Offer may be accepted. Kape Shareholders should carefully read the
Offer Document (and, if they hold their Kape Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer. Each Kape Shareholder is urged
to consult its independent professional adviser immediately
regarding the tax consequences to it (or its beneficial owners) of
the Offer.
The Offer will be subject to the Conditions and further terms
set out in this Announcement and to the full terms and condition
that will be set out in the Offer Document and, in respect of Kape
Shares held in certificated form, the Form of Acceptance.
The Offer Document and Form of Acceptance containing further
details of the Offer will be despatched to Kape Shareholders as
soon as reasonably practicable, subject to the Code and in any
event within 28 days of the date of this Announcement.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The Offer relates to securities in a company which is registered
in the Isle of Man, which is admitted to trading on AIM and is
subject to the disclosure requirements, rules and practices
applicable to such companies, which differ from those of the United
States in certain material respects. This document has been
prepared for the purposes of complying with English law, the laws
of the Isle of Man, the AIM Rules and the rules of the London Stock
Exchange and the Code, and the information disclosed may not be the
same as that which would have been disclosed if this document had
been prepared in accordance with the laws of jurisdictions outside
the Isle of Man or the United Kingdom.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom or the
Isle of Man may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or the Isle of Man should inform themselves about, and
observe, any applicable requirements.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Copies of this Announcement and formal documentation relating to
the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported acceptance of the Offer.
Unless otherwise permitted by applicable law and regulation, the
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders shall be
contained in the Offer Document.
If you are a resident of the United States, please read the
following:
The Offer is being made to acquire the securities of Kape, a
company incorporated under the laws of the Isle of Man, and is
being made in the United States in reliance on, and compliance
with, the exemption from certain requirements of Regulation 14E
under the US Securities Exchange Act of 1934 afforded by Rule
14d-1(d) thereunder. The Offer shall be made in the United States
by Unikmind and no one else.
The Offer is subject to the disclosure and procedural
requirements of the Isle of Man and the United Kingdom, which
differ from those in the United States. In addition, the payment
and settlement procedure with respect to the Offer shall comply
with the relevant Isle of Man and United Kingdom rules, which
differ from United States payment and settlement procedures.
Neither the SEC, nor any securities commission of any state of the
United States has approved the Offer, passed upon the fairness of
the Offer or passed upon the adequacy or accuracy of this document.
Any representation to the contrary is a criminal offence in the
United States.
In accordance with normal United Kingdom practice, Unikmind or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Kape outside of the US, other than pursuant
to the Offer, before or during the period in which the Offer
remains opens for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases shall be
disclosed as required by law or regulation in the Isle of Man, the
United Kingdom and the United States, and, shall be reported to a
Regulatory Information Service ("RIS") and shall be available on
the London Stock Exchange website at
www.londonstockexchange.com.
Financial information relating to Kape included in this document
has been extracted from Kape's published financial statements,
prepared in accordance with UK adopted international accounting
standards (collectively, "IFRS"), and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Unikmind and Kape are organised under the laws of the Isle of
Man. Some or all of the officers and directors of Unikmind and
Kape, respectively, are residents of countries other than the
United States. In addition, most of the assets of Unikmind and Kape
are located outside the United States. As a result, it may be
difficult for US shareholders of Kape to effect service of process
within the United States upon Unikmind or Kape or their respective
officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United States.
Forward Looking Statements
This document (including information incorporated by reference
in this document), oral statements made regarding the Offer, and
other information published by Kape, Unikmind or any member of the
Wider Unikmind Group contain statements which are, or may be deemed
to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Unikmind, any member of the Wider Unikmind
Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. The forward
looking statements contained in this document relate to Unikmind,
any member of the Wider Unikmind Group's future prospects,
developments and business strategies, the expected timing and scope
of the Offer and other statements other than historical facts. In
some cases, these forward looking statements can be identified by
the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their
negatives or other variations or comparable terminology. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that
shall occur in the future. These events and circumstances include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors. Neither Unikmind or any
member of the Wider Unikmind Group, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in
this document shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements. The forward looking statements speak
only at the date of this document. All subsequent oral or written
forward- looking statements attributable to any member of the Wider
Unikmind Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Unikmind and the Wider Unikmind Group expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended or shall be deemed
to be a profit forecast, estimate or projection of the future
financial performance of Unikmind or Kape for any period except as
otherwise stated and no statement in this Announcement should be
interpreted to mean that cashflow from operations, earnings or
earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or
exceed the historical published cashflow from operations, earnings
or earnings per share or income of those persons (where
relevant).
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 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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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.
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 p.m. 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 offeror 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 Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Kape Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Kape may be provided to Unikmind during the Offer Period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, shall be available on Unikmind's website at
www.unikmind-holdings.com by no later than 12 noon (London time) on
the Business Day following this Announcement. For the avoidance of
doubt, the contents of these websites are not incorporated into and
do not form part of this Announcement.
You may request a hard copy of this Announcement and/or any
information incorporated into this Announcement by reference to
another source by contacting the Receiving Agent, Equiniti on +44
371 384 2050. You may also request that all future documents,
announcements and information to be sent to you in relation to the
offer should be in hard copy form. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 February 2023
CASH OFFER
for
Kape Technologies plc
by
Unikmind Holdings Limited
1 Introduction
The Board of Unikmind, a company incorporated in the Isle of
Man, wholly-owned by Mr. Teddy Sagi, and the holder of
approximately 54.8 per cent. of the issued ordinary shares of Kape
is pleased to announce the terms of a cash offer to be made by
Unikmind to acquire the issued and to be issued share capital of
Kape not already held by Unikmind (the "Offer").
Regardless of the outcome of the Offer, Unikmind intends to
requisition a general meeting of Kape to seek to pass a resolution
to delist Kape from AIM as soon as reasonably practicable following
the Offer.
2 The Offer
Under the terms of the Offer, which shall be subject to the
Conditions and further terms set out in APPIX I to this
Announcement and to the full terms and Conditions to be set out in
the Offer Document, and, in respect of Kape Shares held in
certificated form, the Form of Acceptance, Kape Shareholders will
be entitled to receive:
US$3.44 in cash for each Kape Share
which based on the Announcement Exchange Rate is equivalent to
285 pence per Kape Share
-- The Offer values the entire issued and to be issued share
capital of Kape at approximately US$1.51 billion (calculated on the
basis described in APPIX II), which is equivalent to GBP1.25
billion at the Announcement Exchange Rate.
-- The Offer of US$3.44 for each Kape Share, being equivalent to
285 pence per Kape Share based on the Announcement Exchange Rate,
represents a premium of approximately:
o 9.7 per cent. to the Closing Price per Kape Share of 260 pence
on 10 February 2023 (being the last Business Day prior to this
Announcement);
o 7.7 per cent. to the price per Kape Share of 265 pence at
which Kape undertook its US$222.5 million equity placing in October
2022;
o 24.6 per cent. to the Closing Price per Kape Share of 229
pence on 8 December 2022 (being the day before the Initial Price
Proposal was made to Kape); and
o 12.3 per cent. to the volume-weighted average price per Kape
Share of 254 pence for the last three months to 10 February 2023
(being the last three months prior to this Announcement).
Under the Offer, the Offer Price will be payable in US$.
Unikmind will commit that a UK Pound Sterling equivalent facility
will be made available under which Kape Shareholders will be able
to elect to receive their Offer consideration in UK Pound Sterling
instead of US$ (after deduction of any transaction or dealing costs
associated with the conversion) at the applicable market exchange
rate on the latest practicable date for fixing such rate prior to
the payment date. Further details of this facility will be set out
in the Offer Document.
The Offer provides attractive liquidity and represents a
compelling opportunity for Kape Shareholders to realise the value
of their holdings at a significant premium to the current share
price. The Offer is expected to close in the first half of 2023,
subject to the satisfaction or (where applicable) waiver of the
Conditions and certain further terms set out in APPIX I of this
Announcement.
The Offer will extend to all issued Kape Shares not held by
Unikmind and any further Kape Shares which are unconditionally
allotted or issued and fully paid before the Offer closes.
If any dividend, distribution or other return of value is
authorised, declared, made or paid in respect of Kape Shares on or
after the date of this Announcement the Offer Price shall be
reduced by the amount of any such dividend, distribution or other
return of value. In such circumstances, Kape Shareholders shall be
entitled to retain any such dividend, distribution, or other return
of value declared, made or paid.
The Kape Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests together with all rights attaching thereto including,
without limitation, the right to receive all dividends and other
distributions (if any) announced, declared, made or paid after the
date of this Announcement.
3 Background to and reasons for the Offer
Context of the Offer
Unikmind, the approximately 54.8 per cent. majority shareholder
of Kape, has been steadfast in its support of the Company
throughout its corporate history. This has notably included
Unikmind investing c.US$525 million in Kape Shares since 2014 and
helping Kape successfully execute seven acquisitions over the past
five years, in aggregate amounting to more than US$1.25 billion of
M&A activity.
In September 2021, Unikmind underwrote Kape's entire US$354
million equity placing and backstopped the deferred cash
consideration and bank debt facilities as part of the US$936
million transformative acquisition of ExpressVPN. This strong
support from Unikmind provided underlying certainty on the
availability of cash to allow Kape to complete the transaction. In
the subsequent US$222.5 million equity placing in October 2022,
Unikmind subscribed to its full c.US$122 million pro rata share,
standing by the Company and ensuring the success of another key
milestone for Kape.
In Unikmind's opinion, the highly competitive market environment
in which Kape operates and the current heightened global
macroeconomic challenges, may generate headwinds to Kape's revenue
growth if it were to rely solely on organic growth in the short to
medium term. While Unikmind supports all organic growth
initiatives, it believes a continued, proactive buy-and-build
strategy by Kape will remain the most promising driver of growth.
It also believes that given current macroeconomic challenges and
related capital markets uncertainties, the availability of
potential acquisitions may be increased.
Whilst Unikmind is committed to continuing to support Kape in
raising future funds for this buy-and-build strategy, it is not
necessarily prepared to do so while Kape remains a publicly listed
company. Unikmind believes that the most appropriate way to support
the Company is through long term capital investment that is best
conducted and structured away from public markets. Indeed, as a
private company, Kape could focus on long term growth and would be
free from the associated listing and disclosure requirements and
costs that come with being a publicly listed company. Unikmind
believes that Kape's AIM listing has served it well, allowing it to
grow and deliver substantial value for shareholders, but in order
to continue that growth trajectory it is now more appropriate to do
so away from the scrutiny and constraint of public markets.
In the private arena, benefiting from the sizeable business
support and financial resources that Mr. Teddy Sagi and his family
office Globe Invest would bring, Kape would be able to sustain its
expansion. Through its strategic fit with the broader investment
portfolio of Mr. Teddy Sagi, Kape would be able to explore
potential synergies for expanding its current suite of products and
services, gain access to sector know-how, benefit from development
and marketing support for its products and achieve more
appropriately-structured financial support for further organic and
acquisitive growth.
Therefore, regardless of the outcome of the Offer, Unikmind
intends to requisition a general meeting of Kape to seek to pass a
resolution to delist Kape from AIM as soon as reasonably
practicable following the Offer.
Should Unikmind acquire (pursuant to the Offer or otherwise)
voting rights representing 75 per cent. or more of the total voting
rights of Kape, Unikmind intends that Kape will make an application
to the London Stock Exchange for the cancellation of the admission
to trading of Kape Shares on AIM, in which case, it would be
possible to obtain the delisting on an accelerated timeline. Should
Unikmind not so acquire voting rights representing acceptances
reaching 75 per cent. or more of the total voting rights of Kape,
Unikmind nonetheless intends to requisition a general meeting of
Kape to allow shareholders to vote on a delisting.
Unikmind strongly believes that the Offer represents a
compelling opportunity for Kape Shareholders to realise the value
of their holdings at a significant premium to the current share
price. Moreover, in light of the persistent illiquidity in Kape's
daily share trading volumes, the Offer provides an attractive
liquidity opportunity for Kape Shareholders. There is no guarantee
that there will be any further similar opportunities for Kape
Shareholders to meaningfully realise the value of their investments
in the Company in the medium-to-long term.
Interactions between Unikmind and the Kape Board
In light of the above, Unikmind approached the Kape Board on 9
December 2022 with a non-binding offer proposal for the acquisition
of the entire share capital of Kape not already held by Unikmind at
the price of 265 pence per share (the " Initial Price Proposal ").
The Initial Price Proposal contained customary pre-conditions
including access to limited due diligence. In order to access the
diligence process, the Kape Board required Unikmind to enter into a
non-disclosure agreement (the " Kape NDA ").
The Kape NDA contained a standstill provision which precluded
Unikmind from acquiring, offering to acquire or causing another
person to acquire or offering to acquire any interest in any Kape
Shares until the earlier of (i) the date on which Kape announces
its final full year results for the twelve months ended 31 December
2022 and (ii) 31 March 2023. In addition, Unikmind was prohibited
from entering into an agreement or arrangement to announce, or to
make an offer for Kape until the later of (i) six months from the
date of the Kape NDA and (ii) the date on which all members of
Unikmind Group, Mr. Teddy Sagi and affiliates have ceased to
actively consider (within the meaning of the Code) an offer
(however to be implemented) for Kape (the " Standstill Provisions
"). In order to be able to present an offer to Kape Shareholders,
Unikmind agreed to the terms of the Kape NDA so that it could
conduct the requisite due diligence on Kape.
Following a short and focussed due diligence exercise that was
concluded on 13 January 2023, Unikmind submitted a further,
improved offer of the US$ equivalent of 285 pence per share, which
formed the basis of this Offer. The Kape Board has not yet set out
their opinion on the Offer.
Following the improvement in the offer price from the Initial
Price Proposal, the ability to make the Offer was granted by way of
a partial standstill release from the Kape NDA dated 10 February
2023 (the " Partial Standstill Release "), whereby amongst other
matters the Kape Board agreed to permit Unikmind to make the Offer
subject to a minimum acceptance condition set at 70 per cent., not
to be waived by Unikmind without the consent of the Kape Board (the
" Minimum Acceptance Condition "). This Minimum Acceptance
Condition, including the criteria that must be met before Unikmind
may request Kape's consent to reduce the threshold below 70 per
cent., is described in more detail in paragraphs 10 and 12
below.
But for the Minimum Acceptance Condition imposed by the Partial
Standstill Release, under the Code, Unikmind would have the
ability, as Kape's major shareholder with an existing holding of
approximately 54.8 per cent., freely to waive the acceptance
condition of the Offer down below this 70 per cent. threshold
level.
Unikmind is hopeful that, following discussions with Kape
Shareholders stemming from this Offer, the Kape Board will
recommend that Kape Shareholders accept the Offer.
Important related matters
Should the Offer be successful, it is the intention of Unikmind
to review Kape's balance sheet and decide, based upon the level of
acceptances of the Offer, whether to implement an optimisation of
its balance sheet. This may include the upstreaming of cash (the "
Cash Upstreaming ") from Kape, which if carried out would increase
the leverage of the Company to a level of between c.1.0x and c.2.6x
the Trading Update Proforma Adjusted EBITDA (as defined in
paragraph 5), which is below Kape's existing covenant leverage
threshold, in order to repay part or all of the aggregate current
outstanding amount of the loans made under the Bridge Facilities
(as defined in paragraph 9).
If Unikmind resolves to pursue the Cash Upstreaming, this will
only be paid after the Offer completes and delisting from AIM takes
place. The Cash Upstreaming would likely be achieved through a
one-time cash distribution by either a dividend payment to the
remaining Kape Shareholders (the " Possible Post-Closing Dividend
"), loan or other means (together with the Possible Post-Closing
Dividend, the " Possible Facilities Repayment Distribution ").
There is no guarantee that Unikmind will choose to follow this
route and indeed Unikmind may choose not to support the payment of
future cash distributions, resulting in remaining Kape Shareholders
receiving no further cash distributions from the Company in respect
of future financial periods.
If, pursuant to the Offer, Unikmind acquires or agrees to
acquire 90 per cent. of the Kape Shares affected by the Offer, and
Unikmind were to exercise the Squeeze-out Rights, which it intends
to do, any Possible Facilities Repayment Distribution that is paid
to a Kape Shareholder who has not accepted the Offer prior to the
date on which the Offer closes, assuming the compulsory acquisition
of shares pursuant to the exercise of the Squeeze-out Rights
becomes effective, will be deducted from the consideration due to
an accepting Kape Shareholder (being a term of the Offer), but such
Kape Shareholder will be entitled to receive and retain the
Possible Facilities Repayment Distribution in addition to that part
of the consideration due under the terms of the Offer.
Given the above, should the delisting from AIM occur, and
Unikmind elects to make the Possible Facilities Repayment
Distribution, any remaining Kape Shareholders would become minority
shareholders in a more levered, privately-controlled limited
company, without certain protections provided by Kape's current
listing on AIM.
The expectation that a Possible Facilities Repayment
Distribution may be paid in the circumstances in which it may
become payable as set out above is not a post-offer undertaking for
the purposes of Rule 19.5 of the Code.
4 Information on Unikmind
Unikmind is a company, incorporated in the Isle of Man, for the
sole purpose of holding the existing approximately 54.8 per cent.
participation in Kape. Unikmind is wholly-owned by Mr. Teddy Sagi,
and owns no other non-cash assets beyond its participation in
Kape.
Mr. Sagi is an entrepreneur and businessman with interests
ranging from regulated financial services, to software and
technology development, digital security, real estate (residential,
office, co-working and retail) and e-commerce. Mr. Sagi founded
Playtech plc ("Playtech"), which is now one of the world's leading
online gaming software companies, and listed it on AIM in 2006. In
June 2012, Playtech moved to the Main Market of the London Stock
Exchange. Mr. Sagi has since disposed of his interest in
Playtech.
Mr. Sagi also launched two other AIM listed online services
companies - SafeCharge Limited ("SafeCharge"), a regulated online
payment service provider, and Kape, both listed in 2014. In August
2019, Mr. Sagi sold his entire interest in SafeCharge to a Canadian
payments technology company.
In recent years, Mr. Sagi has entered the London commercial
property market via a notable investment in Market Tech Holdings
(LabTech Group), the owner of the vast majority of London's iconic
Camden market including Camden Lock Market, Stables Market, Union
Street Market, and Camden Lock Village. Similarly to Kape, Market
Tech was a listed entity; the business went on to be privatised
following a successful and mutually beneficial takeover.
5 Information on Kape
Kape is a leading 'privacy-first' digital security software
provider to consumers. Through its range of privacy and security
products, Kape focuses on protecting consumers and their personal
data as they go about their digital lives. The digital content
division operates as a standalone division whilst supporting the
broader business to reduce the average customer acquisition costs.
As of 31 December 2022, Kape has c. 7.4 million paying customers
globally, supported by a team of over 1,400 people across ten
locations worldwide. Kape's registered office is located in
Douglas, Isle of Man.
For the financial year ended 31 December 2021 Kape's revenues
were US$230.7 million, with Proforma Adjusted EBITDA of US$78.0
million. Revenues for the 6 months ended 30 June 2022 were US$302.4
million (H1 2021: US$95.5 million), with Proforma Adjusted EBITDA
at US$88.9 million (H1 2021: US$28.7 million). As per the trading
update dated 17 January 2023 (the "Trading Update"), revenue for
2022 is expected at c.US$623 million and Proforma Adjusted EBITDA
at c.US$173 million (the "Trading Update Proforma Adjusted
EBITDA").
6 Unikmind's intentions regarding Kape's business, management and employees
Unikmind does not intend there to be any material changes to
Kape's business (save for potential acceleration of inorganic
growth), broader strategic plans, or locations and places of
business (including its headquarters and headquarters functions),
as a result of the Offer and there is no intention to redeploy any
of Kape's fixed assets.
Unikmind intends to ensure that Kape will continue to focus on
protecting consumers and their personal data, by delivering the
most advanced privacy and security solutions and by implementing
the highest digital privacy protocols required in all jurisdictions
in which it operates.
By the nature of its business, Kape has an extensive and
well-integrated global research and development division supporting
growth and development across its entire business platform.
Unikmind intends to continue to maintain and support this division,
viewing it as essential for the maintenance of Kape's market
position, and to continue the buy-and-build strategy that the
Directors of Unikmind believe may be possible to be accelerated in
the private arena.
Should the Offer be successful, it is the intention of Unikmind
to review Kape's balance sheet and decide, based upon the level of
acceptances of the Offer, whether to implement an optimisation of
its balance sheet. This may include the Cash Upstreaming, which
will increase the leverage of the Company, in order to repay part
or all of the aggregate current outstanding amount of the loans
made under the Bridge Facilities.
Unikmind confirms that, following completion of the Offer, the
existing employment rights, including pension rights, of the
employees of Kape will be fully safeguarded in accordance with
applicable law.
Unikmind does not intend to make any changes to the existing
employer pension contribution arrangements, the accrual of pension
benefits for existing members or the rights of admission of new
members.
Once Kape ceases to be a listed company, a limited number of
public company-related functions may be reduced in scope or become
unnecessary, and as such Unikmind expects there to be a limited
reduction in headcount in relation to these functions. However,
given the opportunity to partner with other portfolio companies in
Mr. Teddy Sagi's control, and in line with Unikmind's intentions to
continue to grow the business, Unikmind believes there will be new
opportunities for the affected Kape employees if they wish to
pursue them.
It is Unikmind's intention to work with the executive management
of Kape to determine the appropriate balance of skills and
functions of employees and management post the Offer and with
regard to the outcome of the Offer. There is no intention to alter
the balance of skills and functions of employees and management of
Kape beyond the anticipated reduction in headcount of Kape's public
company-related functions. However, it remains possible that this
view may change following discussions with the executive management
of Kape.
Unikmind believes performance-based compensation to be an
important tool in motivating and retaining talented employees. It
is therefore Unikmind's intention to work with the executive
management team, if the Offer becomes unconditional, to consider
appropriate ongoing employee performance-based incentive
arrangements.
Should Unikmind acquire (pursuant to the Offer or otherwise)
voting rights representing 75 per cent. or more of the total voting
rights of Kape, Unikmind intends that Kape will make an application
to the London Stock Exchange for the cancellation of the admission
to trading of Kape Shares on AIM, in which case, it would be
possible to obtain the delisting on an accelerated timeline. Should
Unikmind not so acquire voting rights representing 75 per cent. or
more of the total voting rights of Kape, Unikmind nonetheless
intends to requisition a general meeting of Kape to allow
shareholders to vote on a delisting.
7 Kape Share Plan
Unikmind has been informed by Kape that the remuneration
committee of the Company has exercised its discretion under the
Kape Share Plan to resolve that all of the options and other awards
under the Kape Share Plan (including the JOE Awards referred to in
paragraph 8 below), which are "in the money" because the exercise
price is lower than US$3.44 which is equivalent to 285 pence at the
Announcement Exchange Rate (together "Relevant Awards"), will, in
connection with the Offer becoming unconditional, vest in full and
that all performance conditions be waived.
Participants in the Kape Share Plan will be contacted regarding
the effect of the Offer on their rights under the Kape Share Plan,
and, where relevant, a proposal will be made in respect of their
options in accordance with Rule 15 of the Code. The proposal to
holders of already vested options and holder of the Relevant Awards
will be that they will be able to exercise the options and accept
the Offer if the Offer becomes or is declared unconditional.
Holders of options under the Kape Share Plan where the exercise
price is higher than US$3.44, which is equivalent to 285 pence at
the Announcement Exchange Rate, will not receive the proposal, as
participants would have to pay more per Kape Share to exercise
their options than they would receive if they exercised their
options and accepted the Offer.
Unikmind intends to take steps to procure that a shareholder
resolution is passed as soon as possible after the Offer becomes or
is declared unconditional to ensure that to the extent any Kape
Shares are issued under the Kape Share Plan after the date that the
Offer becomes or is declared unconditional, the resulting Kape
Shares will automatically be transferred to Unikmind on the same
terms (and for the same cash price per Kape Share) as the Offer
(other than the terms as to timing and formalities).
8 JOE Awards
In addition, two individuals have been granted share awards
over, in aggregate, 4 million Kape Shares (the "JOE Awards").
Pursuant to the terms of the JOE Awards, the Kape Shares underlying
the JOE Awards have been issued and are being held on trust by
Kape's Employee Benefit Trust (the "JOE Shares").
The trustees of the Employee Benefit Trust (as legal owner of
the JOE Shares) or the JOE Awards holders (as beneficiaries of the
JOE Shares) will be eligible to accept the Offer in respect of all
the JOE Shares.
The holders of the JOE Awards will be contacted regarding how to
accept the Offer in respect of the
JOE Shares and the effect of the Offer on their rights under the
JOE Awards.
9 Financing of the Offer
The cash consideration payable to Kape Shareholders by Unikmind
under the terms of the Offer will be financed by Unikmind through
the Shareholder Loan (as defined below), the Holdco Loan Agreement
(as defined below) and the Bridge Facilities (as defined
below).
The cash consideration payable to Kape Shareholders by Unikmind
under the terms of the Offer (and any related fees, costs and
expenses) will be financed by Unikmind through new equity and debt
financing arrangements comprising: (i) an up to US$ equivalent of
GBP100,000,000 equity injection to be provided to Unikmind by Mr.
Teddy Sagi by way of a subordinated shareholder loan (a
"Shareholder Loan"); (ii) a US$267,000,000 facility (the "Holdco
Loan") to be provided to Unikmind by the lenders party thereto as
documented in a facility agreement arranged by HSBC Private Bank
(Suisse) SA (the "Holdco Loan Agreement"), which is personally
guaranteed by Mr. Teddy Sagi; and (iii) two bridge facilities of
US$268,000,000 and US$75,000,000 (the "Bridge Facilities") to be
provided to Unikmind by the lenders party thereto as documented in
a facility agreement arranged by HSBC Bank plc (the "Bridge
Facilities Agreement"), in each case on a certain funds basis
customary for acquisition financings of this nature.
HSBC, as financial adviser to Unikmind, is satisfied that
sufficient cash resources are available to Unikmind to enable it to
satisfy in full the cash consideration payable to Kape Shareholders
under the terms of the Offer.
A summary of the Shareholder Loan, the Bridge Facilities
Agreement and the Holdco Loan Agreement will be set out in the
Offer Document.
10 Offer-related arrangements
Non-disclosure agreement
On 24 December 2022, Unikmind and Kape entered into a
non-disclosure agreement in relation to the Offer (the "Kape NDA"),
pursuant to which, amongst other things, Unikmind and Kape gave
certain undertakings to each other, including: (i) subject to
certain exceptions, including with respect to information relating
to Kape or the Kape Group not to disclose it to third parties
(other than to the Authorised Recipients in the context of the
Offer including: (A) members of the Unikmind Group or Globe Invest
(as defined therein), or any of their respective officers,
employees and advisers; (B) Mr. Teddy Sagi; and (C) any named
potential finance provider to the Unikmind Group as Kape may (in
each case) approve in advance in writing); and (ii) use such
confidential information only for the purposes of considering,
evaluating or negotiating the Offer and its financing. These
confidentiality obligations will remain in force until the earlier
of (i) completion of the Offer or (ii) two years from the date of
the Kape NDA. The Kape NDA also contains standstill provisions
which restrict Unikmind and Globe Invest, and any person acting in
concert with Mr. Teddy Sagi from acquiring or offering to acquire
any shares, securities or interest in Kape. Kape agreed to release
Unikmind from certain of these restrictions to permit Unikmind to
make the Offer.
Partial Standstill Release
On 10 February 2023, the Kape Board released Unikmind from
certain of the provisions of the Kape NDA in order to allow it to
make the Offer by way of the Partial Standstill Release.
Under the Partial Standstill Release, Kape has agreed to use
reasonable endeavours, except to the extent that to do so is
prohibited by applicable law, to provide Unikmind and its legal
advisers, in a timely manner all such information and reasonable
assistance within Kape's power or control as may be reasonably
required by Unikmind for the purpose of any filings, notifications
or submissions required under applicable law or regulation to be
made to or with a relevant authority in order for the Offer to be
completed or which would, if not satisfied or made, result in a
criminal or material regulatory sanction for a member of the
Unikmind Group or any of their respective directors or officers as
a result of a completion of the Offer.
Under the Partial Standstill Release, Kape has agreed that
Unikmind may make the Offer provided that the Offer is subject to
the Acceptance Condition (as described in paragraph 12 below).
11 Offer Document
It is expected that the Offer Document and the Form of
Acceptance accompanying the Offer Document will be published as
soon as practicable, subject to the Code, and, in any event, (save
with the consent of the Panel) within 28 days of this
Announcement.
The Offer Document and Form of Acceptance will be made available
to Kape Shareholders at no charge to them.
Kape Shareholders are urged to read the Offer Document and the
accompanying Form of Acceptance when they are sent to them because
they will contain important information.
12 Conditions to the Offer
Unikmind is already the holder of approximately 54.8 per cent.
of the issued ordinary shares of Kape.
The Offer will be subject to the Conditions and further terms
set out in APPIX I to this Announcement and to be set out in the
Offer Document, which include:
-- valid acceptances of the Offer having been received (and not
validly withdrawn in accordance with the rules and requirements of
the Code and the terms of the Offer) by no later than 1.00 p.m.
(London time) on the Unconditional Date (or such other times and/or
dates as Unikmind may specify, subject to the rules of the Code and
where applicable with the consent of the Panel) in respect of such
number of Kape Shares as shall, when aggregated with the Kape
Shares already held by Unikmind at the date of this Announcement
and the Kape Shares acquired or unconditionally agreed to be
acquired (whether pursuant to the Offer or otherwise) by Unikmind
and/or any of its wholly-owned subsidiaries, represent Kape Shares
carrying in aggregate at least 70 per cent. of the voting rights
then exercisable at a general meeting of Kape (or such lesser
percentage as Unikmind may decide, with the consent of Kape,
provided that Unikmind together with its wholly-owned subsidiaries
shall hold or have acquired or agreed to acquire (whether pursuant
to the Offer or otherwise), directly or indirectly, Kape Shares
carrying in aggregate more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of Kape) (the
"Acceptance Condition"). Unless the Panel consents otherwise, the
Acceptance Condition shall only be capable of being satisfied when
all other Conditions set out in Part A of APPIX I have been
satisfied or waived; and
-- certain regulatory conditions, as set out in paragraph 1.2 of
Part A of APPIX I to this Announcement, namely:
o if Unikmind has determined that a filing with the Committee on
Foreign Investment in the United States ("CFIUS") is required,
Unikmind having notified the Offer and having received written
CFIUS Clearance, or, if applicable, all pre-export requirements
under License Exception ENC of the Export Administration
Regulations (15 CFR --740.17) having been completed in lieu of a
required CFIUS filing; and
o approval, if required, from the Romanian FDI Commission.
Unikmind may request Kape to consent to the reduction of the 70
per cent. threshold in the Acceptance Condition to a lesser
percentage if the following criteria are met: at the relevant time,
Unikmind or another member of the Unikmind Group has announced by
RIS that: (i) Unikmind or another member of the Unikmind Group has
secured the support of Kape Shareholders holding Kape Shares (the
"Support Shares") the voting rights of which, when aggregated with
the voting rights of Kape Shares that are owned by the Unikmind
Group or which the Unikmind Group has acquired or unconditionally
agreed to acquire (whether pursuant to the Offer or otherwise),
represent at least 70 per cent. of the voting rights then
exercisable at a general meeting of Kape; and (ii) the Support
Shares are the subject of a legally binding unconditional written
irrevocable undertaking to (A) either (i) vote in favour of a
resolution to cancel admission of the Kape Shares to trading on AIM
at a general meeting of Kape (including by way of a written
resolution) (a "Delisting Resolution") or (ii) sell the Support
Shares to a member of the Unikmind Group at the Offer Price before
the closing date of the Offer; and (B) not dispose of the Support
Shares (other than to a member of the Unikmind Group) before either
(i) a general meeting of Kape has been held at which a Delisting
Resolution has been put to the vote or (ii) a written Delisting
Resolution has been passed.
Subject to the satisfaction or waiver of the Conditions and
certain further terms set out in APPIX I, it is expected that the
Offer will become or be declared unconditional in the first half of
2023.
The Offer will lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by Unikmind to be or remain satisfied, by midnight
(London time) on the earlier of the Unconditional Date or the
Long-Stop Date (subject to the rules of the Code and where
applicable, the consent of the Panel). Further details are set out
in APPIX I to this Announcement.
13 Delisting and compulsory acquisition
Regardless of the outcome of the Offer, Unikmind intends to
requisition a general meeting of Kape to seek to pass a resolution
to delist Kape from AIM (the "Delisting") as soon as reasonably
practicable following the Offer.
Accordingly, after the Offer becomes or is declared
unconditional:
-- if Unikmind has, by virtue of its shareholding (and the
shareholdings of its wholly-owned subsidiaries) and acceptances of
the Offer, acquired or unconditionally agreed to acquire Kape
Shares carrying 75 per cent. or more of the voting rights of Kape,
Unikmind intends to pass a written resolution approving the
Delisting. A written resolution signed by shareholders representing
not less than 75 per cent. of the total voting rights would become
effective; or
-- otherwise, Unikmind intends to requisition a general meeting
of Kape to propose a shareholder resolution to effect the
Delisting. Such a resolution would require the approval of members
representing not less than 75 per cent. of the total voting rights
of members who (being entitled to do so) vote in person or by
proxy.
If the Offer does not become unconditional and/or lapses,
Unikmind intends to requisition a general meeting of Kape to
propose a shareholder resolution to effect the Delisting.
Should Unikmind requisition a general meeting to propose the
Delisting Resolution, the directors of Kape will be bound to
convene the meeting.
If the Delisting Resolution is passed (whether at a general
meeting or by way of a written resolution), Unikmind intends that
Kape will make an application to the London Stock Exchange for the
cancellation of the admission to trading of Kape Shares on AIM as
soon as practicable thereafter.
It is anticipated that, subject to any applicable requirements
of the London Stock Exchange, cancellation of admission to trading
of Kape Shares on AIM shall take effect no earlier than 20 Business
Days after such application is made. Unikmind will notify Kape
Shareholders when the application has been made and confirm that
the notice period has commenced and the anticipated date of
cancellation.
Following the Offer becoming or being declared unconditional and
the Kape Shares having been delisted, Unikmind intends to procure
that Kape adopts new articles of association more suited to a
privately controlled company.
A Delisting would significantly reduce the liquidity and
marketability of any Kape Shares in respect of which the Offer has
not been accepted at that time and their value may be affected as a
consequence. Any remaining Kape Shareholders would become minority
shareholders in a privately controlled limited company and may be
unable to sell their Kape Shares and there can be no certainty that
any dividends or other distributions will be made by Kape in
respect of future financial periods, or that the Kape Shareholders
shall again be offered as much for the Kape Shares held by them as
under the Offer.
If Unikmind receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Kape Shares
affected by the Offer and assuming that the Conditions have been
satisfied or waived (if capable of being waived), Unikmind intends,
subject to the provisions of the Isle of Man Companies Act 2006
(the "IoM Companies Act"), to exercise its rights in accordance
with section 160 of that Act, to acquire compulsorily any Kape
Shares not acquired or agreed to be acquired by or on behalf of
Unikmind pursuant to the Offer or otherwise on the same terms as
the Offer.
14 Dividends
If, on or after the date of this Announcement, any dividend,
distribution, or other return of value is declared, made or paid,
or becomes payable by Kape, Unikmind reserves the right to reduce
the Offer Price by the amount of any such dividend, distribution,
or other return of value. In such circumstances, Kape Shareholders
shall be entitled to retain any such dividend, distribution, or
other return of value declared, made, or paid.
Should Delisting take place following the Offer becoming
unconditional, Unikmind may choose to direct Kape to make the
Possible Post-Closing Dividend as described in paragraph 3 above.
There is no guarantee that Unikmind will choose to follow this
route and indeed Unikmind may choose not to support the payment of
future dividend payments resulting in remaining shareholders
receiving no further dividends or other distributions from Kape in
respect of future financial periods. Furthermore, the per share
value of any Possible Post-Closing Dividend will be significantly
less than the value afforded to Kape Shareholders under the terms
of the Offer.
15 Disclosure of interests in Kape
As at close of business on 10 February 2023 (being the last
Business Day before the date of this Announcement), save as
disclosed below, neither Unikmind, nor any of the Directors of
Unikmind, nor, so far as the directors of Unikmind are aware, any
person acting in concert with Unikmind for the purposes of the
Offer, had any interest in, right to subscribe for, or had borrowed
or lent any Kape Shares or securities convertible or exchangeable
into Kape Shares, nor did any such person have any short position
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to take delivery, or any dealing arrangement of the
kind referred to in Note 11 of the definition of acting in concert
in the Takeover Code, in relation to Kape Shares or in relation to
any securities convertible or exchangeable into Kape Shares.
As at the close of business on 10 February 2023 (being the last
Business Day prior to the publication of this Announcement), Mr.
Pierre Lallia is acting in concert with Unikmind and holds 15,000
Kape Shares. Mr. Lallia is a director of Kape appointed to this
role by Unikmind and is a director of Globe Invest UK Ltd, an
affiliate of Mr. Teddy Sagi.
Number of
Name: Kape Shares: Approximate percentage of existing issued share capital:
Unikmind 232,288,281 54.8%
------------------ ------------- --------------------------------------------------------
Mr. Pierre Lallia 15,000 0.0%
------------------ ------------- --------------------------------------------------------
HSBC 0 0.0%
It has not been practicable for Unikmind to make enquiries of
all of its concert parties in advance of the release of this
Announcement. Therefore, all relevant details in respect of
Unikmind's concert parties will be included in the Opening Position
Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule
8 of the Code.
16 General
The Offer will be made subject to the Conditions and further
terms set out in APPIX I to this Announcement and to be set out in
the Offer Document. The bases and sources of certain financial
information contained in this Announcement are set out in APPIX II
to this Announcement. Certain terms used in this Announcement are
defined in APPIX III to this Announcement.
Unikmind reserves the right, with the consent of the Panel and
Kape, to elect to implement the acquisition of the Kape Shares by
way of a scheme of arrangement of Kape under section 157 of the IoM
Companies Act. In such event, the scheme of arrangement will be
implemented on substantially the same terms, so far as applicable,
as those which would apply to the Offer, subject to appropriate
amendments (including to statutory voting requirements) to reflect
the change in method of implementing the Offer.
17 Consent
HSBC has given, and not withdrawn, its consent to the inclusion
in this Announcement of the references to its name in the form and
context in which they appear.
18 Documents available on website
Copies of the following documents will, by no later than 12 noon
(London time) on the Business Day following the date of this
Announcement, be made available on Unikmind's website at
www.unikmind-holdings.com:
-- this Announcement;
-- the Kape NDA;
-- the Partial Standstill Release;
-- the consent letter from HSBC; and
-- the Shareholder Loan, Bridge Facilities Agreement and Holdco Loan Agreement.
Further information
HSBC Bank plc (Financial Adviser to Unikmind)
Julian Wentzel
Assaf Shlush
Andrew Owens
Alex Thomas +44 20 7991 8888
Alma PR (PR Adviser to Unikmind)
Josh Royston +44 20 3405 0205
Rebeca Sanders-Hewitt +44 7780 901979
Andy Bryant
Matthew Young
Baker & McKenzie LLP is acting as legal adviser to
Unikmind.
Important Notices
HSBC Bank plc (" HSBC "), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively as financial advisor to Unikmind and
no one else in connection with the matters referred to in this
Announcement, and will not regard any other person (whether or not
a recipient of this Announcement) as a client in relation to the
matters referred to in this Announcement and is not, and will not
be, responsible to anyone other than Unikmind for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any transaction or
arrangement referred to in this Announcement. Neither HSBC nor any
of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of HSBC in connection with this
Announcement or any matter referred to herein.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of Kape Shares in certificated form, the Form of
Acceptance), which will contain the full terms and condition of the
Offer, including details of how the Offer may be accepted. Kape
Shareholders should carefully read the Offer Document (and, if they
hold their Kape Shares in certificated form, the Form of
Acceptance) in its entirety before making a decision with respect
to the Offer. Each Kape Shareholder is urged to consult its
independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the Offer.
The Offer will be subject to the Conditions and further terms
set out in this Announcement and to the full terms and condition
that will be set out in the Offer Document and, in respect of Kape
Shares held in certificated form, the Form of Acceptance.
The Offer Document and Form of Acceptance containing further
details of the Offer will be despatched to Kape Shareholders as
soon as reasonably practicable and in any event within 28 days of
the date of this Announcement.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The Offer relates to securities in a company which is registered
in the Isle of Man, which is admitted to trading on AIM and is
subject to the disclosure requirements, rules and practices
applicable to such companies, which differ from those of the United
States in certain material respects. This document has been
prepared for the purposes of complying with English law, the laws
of the Isle of Man, the AIM Rules and the rules of the London Stock
Exchange and the Code, and the information disclosed may not be the
same as that which would have been disclosed if this document had
been prepared in accordance with the laws of jurisdictions outside
the Isle of Man or the United Kingdom.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom or the
Isle of Man may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or the Isle of Man should inform themselves about, and
observe, any applicable requirements.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Copies of this Announcement and formal documentation relating to
the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported acceptance of the Offer.
Unless otherwise permitted by applicable law and regulation, the
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
If you are a resident of the United States, please read the
following:
The Offer is being made to acquire the securities of Kape, a
company incorporated under the laws of the Isle of Man, and is
being made in the United States in reliance on, and compliance
with, the exemption from certain requirements of Regulation 14E
under the US Securities Exchange Act of 1934 afforded by Rule
14d-1(d) thereunder. The Offer shall be made in the United States
by Unikmind and no one else.
The Offer is subject to the disclosure and procedural
requirements of the Isle of Man and the United Kingdom, which
differ from those in the United States. In addition, the payment
and settlement procedure with respect to the Offer shall comply
with the relevant Isle of Man and United Kingdom rules, which
differ from United States payment and settlement procedures.
Neither the SEC, nor any securities commission of any state of the
United States has approved the Offer, passed upon the fairness of
the Offer or passed upon the adequacy or accuracy of this document.
Any representation to the contrary is a criminal offence in the
United States.
In accordance with normal United Kingdom practice, Unikmind or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Kape outside of the US, other than pursuant
to the Offer, before or during the period in which the Offer
remains opens for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases shall be
disclosed as required by law or regulation in the Isle of Man, the
United Kingdom and the United States, and, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
Financial information relating to Kape included in this document
has been extracted from Kape's published financial statements,
prepared in accordance with UK adopted international accounting
standards (collectively, " IFRS "), and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Unikmind and Kape are organised under the laws of the Isle of
Man. Some or all of the officers and directors of Unikmind and
Kape, respectively, are residents of countries other than the
United States. In addition, most of the assets of Unikmind and Kape
are located outside the United States. As a result, it may be
difficult for US shareholders of Kape to effect service of process
within the United States upon Unikmind or Kape or their respective
officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United States.
Forward Looking Statements
This document (including information incorporated by reference
in this document), oral statements made regarding the Offer, and
other information published by Kape, Unikmind or any member of the
Wider Unikmind Group contain statements which are, or may be deemed
to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Unikmind, any member of the Wider Unikmind
Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. The forward
looking statements contained in this document relate to Unikmind,
any member of the Wider Unikmind Group or, following the
acquisition of Kape, the enlarged group's future prospects,
developments and business strategies, the expected timing and scope
of the Offer and other statements other than historical facts. In
some cases, these forward looking statements can be identified by
the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their
negatives or other variations or comparable terminology. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that
shall occur in the future. These events and circumstances include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors. Neither Unikmind or any
member of the Wider Unikmind Group, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in
this document shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements. The forward looking statements speak
only at the date of this document. All subsequent oral or written
forward- looking statements attributable to any member of the Wider
Unikmind Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Unikmind and the Wider Unikmind Group expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended or shall be deemed
to be a profit forecast, estimate or projection of the future
financial performance of Unikmind or Kape for any period except as
otherwise stated and no statement in this Announcement should be
interpreted to mean that cashflow from operations, earnings or
earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or
exceed the historical published cashflow from operations, earnings
or earnings per share or income of those persons (where
relevant).
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 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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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.
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 p.m. 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 offeror 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 Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Kape Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Kape may be provided to Unikmind during the Offer Period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, will be available on Unikmind's website at
www.unikmind-holdings.com by no later than 12 noon (London time) on
the Business Day following this Announcement. For the avoidance of
doubt, the contents of these websites are not incorporated into and
do not form part of this Announcement.
You may request a hard copy of this Announcement and/or any
information incorporated into this Announcement by reference to
another source by contacting the Receiving Agent, Equiniti on +44
(0)371-384 2050. You may also request that all future documents,
announcements and information to be sent to you in relation to the
offer should be in hard copy form. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPIX I
CONDITIONS TO AND FURTHER TERMS OF THE OFFER
Part A: Conditions to the Offer
1 Conditions
The Offer will be conditional upon:
1.1 Acceptance Condition
(a) Valid acceptances of the Offer having been received (and not
validly withdrawn in accordance with the rules and requirements of
the Code and the terms of the Offer) by no later than 1.00 p.m.
(London time) on the Unconditional Date (or such other times and/or
dates as Unikmind may specify, subject to the rules of the Code and
where applicable with the consent of the Panel) in respect of such
number of Kape Shares as shall, when aggregated with the Kape
Shares already held by Unikmind at the date of this Announcement
and any Kape Shares acquired or unconditionally agreed to be
acquired (whether pursuant to the Offer or otherwise) by Unikmind
and/or any of its wholly-owned subsidiaries, represent Kape Shares
carrying in aggregate at least 70 per cent. of the voting rights
then exercisable at a general meeting of Kape (or such lesser
percentage as Unikmind may decide, with the consent of Kape,
provided that Unikmind together with its wholly-owned subsidiaries
shall hold or have acquired or agreed to acquire (whether pursuant
to the Offer or otherwise), directly or indirectly, Kape Shares
carrying in aggregate more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of Kape) (the
"Acceptance Condition"). Unless the Panel consents otherwise, the
Acceptance Condition shall only be capable of being satisfied when
all other Conditions set out in this Part A have been satisfied or
waived.
(b) For the purposes of the Acceptance Condition:
(i) Kape Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional,
whether pursuant to the exercise of any outstanding subscription,
option or conversion rights or otherwise, shall be deemed to carry
the voting rights they shall carry upon issue; and
(ii) all percentages of voting rights and share capital are to
be calculated by reference to the number of issued Kape shares
excluding any and all shares held in treasury by Kape from time to
time.
1.2 Regulatory Conditions
Subject to the provisions of Part B: Certain further terms of
the Offer of this APPIX I below and the requirements of the Panel
in accordance with the Code, the Offer will also be conditional
upon the satisfaction or, where relevant, waiver of the following
Conditions, and, accordingly, the Offer will not become or be
declared unconditional unless the following Conditions (as amended,
if appropriate), have been satisfied or, where relevant,
waived:
(a) United States (Regulatory Clearances - Foreign Investment)
(i) if Unikmind has determined that a filing with CFIUS is
required, Unikmind having notified the Offer and having received
written CFIUS Clearance (as described below), or, if applicable,
all pre-export requirements under License Exception ENC of the
Export Administration Regulations (15 CFR --740.17) having been
completed in lieu of a required CFIUS filing.
(ii) "CFIUS Clearance" as used in this section shall mean CFIUS has determined either that:
(A) the Offer is not a "covered transaction" and not subject to review under applicable law;
(B) it is a "covered transaction", and there are no unresolved
national security concerns with respect to the Offer or any matter
relating to the Offer;
(C) in the event of submission of a declaration, CFIUS is not
able to conclude action under section 721 with respect to the Offer
on the basis of the declaration but has not requested a notice
filing; or
(D) CFIUS has sent a report regarding the Offer to the President
of the United States (the "President"), and the President has
declined to suspend or prohibit the Offer, or the time for the
President to take action has elapsed without any such action being
taken, announced or threatened.
(b) Romania
(i) The Romanian FDI Commission having either:
(A) approved the acquisition of Kape Shares pursuant to the
Offer (or otherwise in connection with the Offer); or
(B) confirmed that such acquisition does not require the prior
approval of the Romanian FDI Commission.
Notwithstanding anything in this paragraph 1.2 to the contrary,
in no event shall Unikmind be required to accept (i) any material
restriction, requirement or limitation on the operations of
Unikmind or operations of Kape, or (ii) any other mitigation
measures that would be reasonably expected to (A) have a material
adverse effect on Kape and its subsidiaries or (B) prevent Unikmind
from directing or causing the direction of the management and
policies of Kape, in order to receive any necessary regulatory
clearances.
1.3 Official Authorisations, regulatory clearances and third party clearances
(a) The waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body, court, trade agency,
association, institution, any entity owned or controlled by any
relevant government or state, or any other body or person
whatsoever in any jurisdiction (each a "Third Party") of any
termination right, right of pre-emption, first refusal or similar
right (which is material in the context of the Wider Kape Group
taken as a whole) arising as a result of or in connection with the
Offer including, without limitation, its implementation and
financing or the proposed direct or indirect Offer of any shares or
other securities in, or control or management of, Kape by Unikmind
or any member of the Wider Unikmind Group;
(b) All necessary filings or applications having been made in
connection with the Offer and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Offer by any member of the Wider Unikmind Group
of any shares or other securities in, or control of, Kape and all
Authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions,
exemptions and approvals reasonably deemed necessary or appropriate
by Unikmind or any member of the Wider Unikmind Group for or in
respect of the Offer including without limitation, its
implementation and financing or the proposed direct or indirect
Offer of any shares or other securities in, or control of, Kape or
any member of the Wider Kape Group by any member of the Wider
Unikmind Group having been obtained in terms and in a form
satisfactory to Unikmind from all appropriate Third Parties or
persons with whom any member of the Wider Kape Group has entered
into contractual arrangements and all such material Authorisations,
orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and
approvals necessary or appropriate to carry on the business of any
member of the Wider Kape Group which is material in the context of
the Wider Unikmind Group or the Kape Group as a whole or of the
financing of the Offer remaining in full force and effect and all
filings necessary for such purpose having been made and there being
no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Offer becomes otherwise
unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
(c) No Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having
withdrawn the same), or having enacted, made or proposed any
statute, regulation, decision or order, or change to published
practice or having taken any other steps, and there not continuing
to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any
member of the Wider Unikmind Group or any member of the Wider Kape
Group of all or any portion of their respective businesses, assets
or property or impose any limitation on the ability of any of them
to conduct their respective businesses (or any of them) or to own
any of their respective assets or properties or any part thereof
which, in any such case, is material in the context of the Wider
Unikmind Group or the Wider Kape Group in either case taken as a
whole;
(ii) require, prevent or delay the divestiture by any member of
the Wider Unikmind Group of any shares or other securities in
Kape;
(iii) impose any material limitation on, or result in a delay
in, the ability of any member of the Wider Unikmind Group directly
or indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider Kape Group or the Wider Unikmind Group
or to exercise voting or management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Unikmind Group or of any
member of the Wider Kape Group to an extent which is material in
the context of the Wider Unikmind Group or the Wider Kape Group in
either case taken as a whole;
(v) make the Offer or its implementation or the Offer or
proposed Offer by Unikmind or any member of the Wider Unikmind
Group of any shares or other securities in, or control of Kape
void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or
impose additional conditions or obligations with respect
thereto;
(vi) require any member of the Wider Unikmind Group or the Wider
Kape Group to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider Kape Group
or the Wider Unikmind Group owned by any third party;
(vii) impose any limitation on the ability of any member of the
Wider Kape Group to co-ordinate its business, or any part of it,
with the businesses of any other members which is adverse to and
material in the context of the Wider Kape Group taken as a whole or
in the context of the Offer; or
(viii) result in any member of the Wider Kape Group ceasing to
be able to carry on business under any name under which it
presently does so, and all applicable waiting and other time
periods (including any extensions thereof) during which any such
Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other
step under the laws of any jurisdiction in respect of the Offer or
the Offer or proposed Offer of any Kape Shares having expired,
lapsed or been terminated;
1.4 Certain matters arising as a result of any arrangement, agreement etc.
(a) Except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Kape Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, or any circumstance which in consequence of the Offer
or the proposed Offer of any shares or other securities (or
equivalent) in Kape or because of a change in the control or
management of Kape or otherwise, could or might result in any of
the following to an extent which is material and adverse in the
context of the Wider Kape Group, or the Wider Unikmind Group, in
either case taken as a whole, or in the context of the Offer:
(i) any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any
such member, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member
to borrow moneys or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or adversely modified
or affected or any obligation or liability arising or any action
being taken or arising thereunder;
(iii) any asset or interest of any such member being or failing
to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be
available to any such member otherwise than in the ordinary course
of business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property, assets or interest of any such member;
(v) the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person,
firm, company or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax
liability or any obligation to obtain or acquire any material
Authorisation, notice, waiver, concession, agreement or exemption
from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in
connection with the Offer,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Kape Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, would or might reasonably be expected to result in any
of the events or circumstances as are referred to in sub-paragraphs
(i) to (viii) of this Condition;
1.5 Certain events occurring since Last Accounts Date
(a) Except as Disclosed, no member of the Wider Kape Group
having, since the Last Accounts Date:
(i) save as between Kape and wholly-owned subsidiaries of Kape
or for Kape Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Kape Share Plan,
issued or agreed to issue, authorised or proposed the issue of
additional shares of any class;
(ii) save as between Kape and wholly-owned subsidiaries of Kape
or for the grant of options and awards and other rights under the
Kape Share Plan, issued or agreed to issue, authorised or proposed
the issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;
(iii) other than to another member of the Kape Group, prior to
completion of the Offer, recommended, declared, paid or made any
dividend or other distribution payable in cash or otherwise or made
any bonus issue;
(iv) save for intra-Kape Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, disposal,
transfer, mortgage, charge or security interest, in each case,
other than in the ordinary course of business and, in each case, to
the extent which is material in the context of the Wider Kape Group
taken as a whole;
(v) save for intra-Kape Group transactions, made or authorised
or proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the
context of the Wider Kape Group taken as a whole;
(vi) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Kape Group
transactions), save in the ordinary course of business, incurred or
increased any indebtedness or become subject to any contingent
liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraphs (i) or (ii) above, made any other change to any part
of its share capital in each case, to the extent which is material
in the context of the Wider Kape Group taken as a whole;
(viii) save for intra-Kape Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment
or other transaction or arrangement otherwise than in the ordinary
course of business;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of such a nature or
magnitude other than in the ordinary course of business, in each
case, to the extent which is material in the context of the Wider
Kape Group taken as a whole;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps
or had any legal proceedings started or threatened against it in
relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrative receiver,
administrator, manager, trustee or similar officer of all or any
part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed, in each case, to the extent which
is material in the context of the Wider Kape Group taken as a
whole;
(xi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider
Kape Group or the Wider Unikmind Group other than of a nature and
extent which is normal in the context of the business
concerned;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Kape Group taken as a whole;
(xiii) made any material alteration to its memorandum or
articles of association or other incorporation documents;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or
proposed to, effect any of the transactions, matters or events
referred to in this Condition 1.5;
(xvi) made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Kape Group for its
directors, employees or their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of
the Wider Kape Group taken as a whole;
(xvii) proposed, agreed to provide or modified the terms of any
of the Kape Share Plan or other benefit constituting a material
change relating to the employment or termination of employment of a
material category of persons employed by the Wider Kape Group or
which constitutes a material change to the terms or conditions of
employment of any senior employee of the Wider Kape Group, save as
agreed by the Panel (if required) and by Unikmind, or entered into
or changed the terms of any contract with any director or senior
executive;
(xviii) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Kape Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code;
(xix) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or
senior executives of any members of the Wider Kape Group; or
(xx) waived or compromised any claim which is material in the
context of the Wider Kape Group taken as a whole, otherwise than in
the ordinary course.
1.6 No adverse change, litigation or regulatory enquiry
(a) Except as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider
Kape Group which, in any such case, is material in the context of
the Wider Kape Group taken as a whole and no circumstances have
arisen which would or might reasonably be expected to result in
such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Kape Group
is or may become a party (whether as a plaintiff, defendant or
otherwise) and no enquiry, review or investigation by, or complaint
or reference to, any Third Party or other investigative body
against or in respect of any member of the Wider Kape Group having
been instituted, announced, implemented or threatened by or against
or remaining outstanding in respect of any member of the Wider Kape
Group which in any such case has had or might reasonably be
expected to have an adverse effect on the Wider Kape Group taken as
a whole or in the context of the Offer;
(iii) no contingent or other liability of any member of the
Wider Kape Group having arisen or become apparent to Unikmind or
increased which has had or might reasonably be expected to have an
adverse effect on the Wider Kape Group taken as a whole; or in the
context of the Offer;
(iv) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented,
instituted by or remaining outstanding against or in respect of any
member by or the Wider Kape Group which in any case is material in
the context of the Wider Kape Group taken as a whole;
(v) no member of the Wider Kape Group having conducted its
business in breach of any applicable laws and regulations and which
is material in the context of the Wider Kape Group as a whole or
material in the context of the Offer; and
(vi) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
licence or permit held by any member of the Wider Kape Group which
is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which has
had, or would reasonably be expected to have, an adverse effect on
the Wider Kape Group taken as a whole;
1.7 No discovery of certain matters
(a) Except as Disclosed, Unikmind not having discovered:
(i) that any financial, business or other information concerning
the Wider Kape Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Kape Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not subsequently
corrected before the date of this Announcement by disclosure either
publicly or otherwise to Unikmind or its professional advisers, in
each case, to the extent which is material in the context of the
Wider Kape Group taken as a whole;
(ii) that any member of the Wider Kape Group or partnership,
company or other entity in which any member of the Wider Kape Group
has a significant economic interest and which is not a subsidiary
undertaking of Kape, is subject to any liability (contingent or
otherwise) which is not disclosed in Kape's annual report and
accounts for the financial year ended 31 December 2021 or the
interim report and results for the 6 months ended 30 June 2022, in
each case, to the extent which is material in the context of the
Wider Kape Group taken as a whole; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Wider Kape Group and which is material in the context of the
Wider Kape Group taken as a whole;
(b) Except as Disclosed, Unikmind not having discovered that:
(i) any past or present member of the Wider Kape Group has
failed to comply with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to data privacy,
protection and management and / or the use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health or animal
health or otherwise relating to environmental matters or the health
and safety of humans, or that there has otherwise been any such
use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) any of which storage, carriage, disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any
liability (actual or contingent) or cost on the part of any member
of the Wider Kape Group and which is material in the context of the
Wider Kape Group taken as a whole;
(ii) there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member
of the Wider Kape Group to make good, remediate, repair, reinstate
or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such
past or present member of the Wider Kape Group (or on its behalf)
or by any person for which a member of the Wider Kape Group is or
has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, regulation, notice, circular or order of
any Third Party and which is material in the context of the Wider
Kape Group taken as a whole or the Offer;
(iii) circumstances exist (whether as a result of the making of
the Offer or otherwise) which would be reasonably likely to lead to
any Third Party instituting, or whereby any member of the Wider
Unikmind Group or any present or past member of the Wider Kape
Group would be likely to be required to institute, any data
protection related procedures and / or an environmental audit or
take any other steps which would in any such case be reasonably
likely to result in any liability (whether actual or contingent) to
improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried
out or make good, remediate, repair, re-instate or clean up any
land or other asset currently or previously owned, occupied or made
use of by any past or present member of the Wider Kape Group (or on
its behalf) or by any person for which a member of the Wider Kape
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest
which is material in the context of the Wider Kape Group taken as a
whole or the Offer; or
(iv) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any
software, data privacy products, service or any other product or
process of manufacture or materials used therein currently or
previously manufactured, sold or carried out by any past or present
member of the Wider Kape Group which claim or claims would be
likely, materially and adversely, to affect any member of the Wider
Kape Group and which is material in the context of the Wider Kape
Group taken as a whole or the Offer.
1.8 Anti-corruption, economic sanctions, criminal property and money laundering
(a) Except as Disclosed, Unikmind not having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider Kape Group is or has at any time engaged in
any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption or anti-bribery law,
rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks or (B) any person that
performs or has performed services for or on behalf of the Wider
Kape Group is or has at any time engaged in any activity, practice
or conduct in connection with the performance of such services
which would constitute an offence under the Bribery Act 2010, the
US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper
payments or kickbacks;
(ii) any asset of any member of the Wider Kape Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition)
or proceeds of crime under any other applicable law, rule, or
regulation concerning money laundering or proceeds of crime or any
member of the Wider Kape Group is found to have engaged in
activities constituting money laundering under any applicable law,
rule, or regulation concerning money laundering;
(iii) any past or present member, director, officer or employee
of the Wider Kape Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any
conduct which would violate applicable economic sanctions or dealt
with, made any investments in, made any funds or assets available
to or received any funds or assets from:
(A) any government, entity or individual in respect of which US,
UK, Isle of Man or European Union persons, or persons operating in
those territories, are prohibited from engaging in activities or
doing business, or from receiving or making available funds or
economic resources, by US, UK, Isle of Man or European Union laws
or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control, or HMRC; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the
United Kingdom, the Isle of Man, the European Union or any of its
member states, save that this shall not apply if and to the extent
that it is or would be unenforceable by reason of breach of any
applicable Blocking Law;
(iv) any past or present member, director, officer or employee
of the Wider Kape Group, or any other person for whom any such
person may be liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not
limited to the U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export
controls, including but not limited to the Export Administration
Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations
administered and enforced by the U.S. Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but
not limited to any law, rule, or regulation concerning false
imprisonment, torture or other cruel and unusual punishment, or
child labour;
(D) is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental
instrumentality, or international organization or found to have
violated any applicable law, rule, or regulation concerning
government contracting or public procurement; or
(v) any member of the Wider Kape Group is or has been engaged in
any transaction which would cause Unikmind to be in breach of any
law or regulation upon its offer for Kape, including but not
limited to the economic sanctions of the United States Office of
Foreign Assets Control, or HMRC, or any other relevant government
authority.
Part B: Certain further terms of the Offer
1.1 The Offer will be subject to the satisfaction (or waiver, if
permitted) of the Conditions set out in Part A: Conditions to the
Offer of this APPIX I and to the full terms and Conditions which
will be set out in the Offer Document and the Form of
Acceptance.
1.2 The Offer will lapse unless the above Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by Unikmind to be or remain satisfied, by midnight
(London time) on the earlier of the Unconditional Date and the
Long-stop Date (subject to the rules of the Code and, where
applicable, the consent of the Panel).
1.3 Under Rule 13.5(a) of the Code and subject to paragraph 1.4,
Unikmind may only invoke a Condition so as to cause the Offer not
to proceed, to lapse, or to be withdrawn with the consent of the
Panel. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition
are of material significance to Unikmind in the context of the
Offer. This will be judged by reference to the facts of each case
at the time that the relevant circumstances arise.
1.4 The Acceptance Condition is not subject to Rule 13.5(a) of the Code.
1.5 Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Unikmind.
1.6 Save as may otherwise be required by the Panel, the Offer
shall not proceed, shall lapse or shall be withdrawn on the
Long-stop Date if:
(a) sufficient acceptances have not been received so as to
enable the Acceptance Condition to be satisfied; or
(b) where sufficient acceptances have been received so as to
enable the Acceptance Condition to be satisfied, if a Condition
relating to an official Authorisation or regulatory clearance has
not been satisfied or waived and the Panel consents to the Offer
not proceeding, lapsing or being withdrawn.
1.7 The Kape Shares acquired under the Offer shall be acquired
fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by
reduction of share capital or share premium account or otherwise)
made, on or after the date of this Announcement.
1.8 If, on or after the date of this Announcement, any dividend,
distribution or other return of value is declared, paid or made or
becomes payable by Kape, Unikmind reserves the right to reduce the
consideration payable under the Offer to reflect the aggregate
amount of such dividend, distribution or other return of value. In
such circumstances, Kape Shareholders shall be entitled to retain
any such dividend, distribution or other return of value declared,
made, or paid.
If and to the extent that any such dividend, distribution or
other return of value has been declared, paid, or made or becomes
payable by Kape on or after the date of this Announcement and
Unikmind exercises its rights under this paragraph 1.8 to reduce
the consideration payable under the terms of the Offer, any
reference in this Announcement to the consideration payable under
the terms of the Offer shall be deemed to be a reference to the
consideration as so reduced.
If and to the extent that such a dividend, distribution or other
return of value has been declared or announced but not paid or is
not payable by reference to a record date on or prior to the
Unconditional Date and is or shall be (i) transferred pursuant to
the Offer on a basis which entitles Unikmind to receive the
dividend, distribution or other return of value and to retain it;
or (ii) cancelled, the consideration payable under the terms of the
Offer shall not be subject to change in accordance with this
paragraph 1.8.
Any exercise by Unikmind of its rights referred to in this
paragraph 1.8 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Offer.
1.9 If the Offer lapses, the Offer shall cease to be capable of
further acceptance and accepting Kape Shareholders and Unikmind
shall cease to be bound by Forms of Acceptance submitted at or
before the time when the Offer so lapses.
1.10 Unikmind reserves the right to elect (with the consent of
the Panel and Kape) to implement the Offer by way of a Scheme. In
such event, the Offer will be implemented on substantially the same
terms, so far as applicable, subject to appropriate amendments as
permitted by the Panel.
1.11 The availability of the Offer to persons not resident in
the United Kingdom or the Isle of Man may be affected by the laws
of the relevant jurisdictions. Persons who are not resident in the
United Kingdom or the Isle of Man should inform themselves about
and observe any applicable requirements.
1.12 The Offer is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction and shall not be capable of
acceptance by any such use, means, instrumentality or facility or
from within such Restricted Jurisdiction (unless otherwise
determined by Unikmind) and the Offer cannot be accepted by any
such use, means or instrumentality or otherwise from any Restricted
Jurisdiction.
1.13 The Offer is governed by the law of England and Wales and
is subject to the jurisdiction of the courts of England and Wales
and to the Conditions and further terms set out in this APPIX I,
and which shall be set out in the formal Offer Document (and, in
the case of certificated Kape Shares, the Form of Acceptance), and
such further terms as may be required to comply with the Code and
applicable law. The Offer shall be subject to the applicable
requirements of the Code, the AIM Rules, the Panel, the London
Stock Exchange and the Financial Conduct Authority.
Each of the Conditions will be regarded as a separate Condition
and will not be limited by reference to any other Condition.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
Unless otherwise stated in this Announcement:
1. As at 10 February 2023 (being the last practicable date
before the date of this Announcement), there were 431,274,804 Kape
Shares in issue.
2. Any references to the issued and to be issued share capital of Kape are based on:
(a) the 431,274,804 Kape Shares in issue referred to in
paragraph 1 of this APPIX II above;
(b) excluding the 3,272,128 Kape Shares held in treasury; and
(c) the 10,780,409 Kape Shares issuable on or after 10 February
2023 (being the last practicable date before the date of this
Announcement) to satisfy the exercise of options granted or agreed
to be granted under the Kape Share Plan (excluding any options that
have an exercise price that is higher than the Offer Price).
3. All Closing Prices have been derived from FactSet and all
volumes have also been derived from FactSet using the prices and
volumes of Kape Shares traded on AIM.
4. All references to FX rates have been derived from Bloomberg
at 21:59 UKT on 10 February 2023, being the last available closing
spot exchange rate prior to this Announcement.
5. All volume weighted average prices have been derived from
FactSet on 10 February 2023 using the prices and volumes of Kape
Shares traded on AIM.
6. All financial information relating to Kape is extracted from
Kape's: (i) audited financial statements for the financial year
ended as at the Last Accounts Date; (ii) interim report and results
for the six months ended 30 June 2022; (iii) the trading update for
the year ended 31 December 2022; and (iv) any other public
notifications since 30 June 2022 made by Kape.
APPIX III
DEFINITIONS
Definitions
The following definitions apply throughout this Announcement
unless the context requires otherwise.
Acceleration Statement a statement in which Unikmind, in accordance with Rule
31.5 of the Code, brings forward the
latest date by which all of the Conditions to the Offer
must be satisfied or waived
Acceptance Condition the condition as set out in paragraph 1.1 of APPIX I
to this Announcement
Act or IoM Companies Act the Isle of Man Companies Act 2006
AIM AIM, a market operated by the London Stock Exchange
AIM Rules AIM Rules for Companies as published by the London
Stock Exchange
Announcement this document made pursuant to Rule 2.7(c) of the Code
Announcement Exchange Rate the exchange rate of GBP:US$ of GBP1:US$1.2058 as at
21:59 UKT on 10 February 2023 as derived
from data provided by Bloomberg
Authorisation regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions or approvals
Blocking Law any provision of Council Regulation (EC) No 2271/1996
of 22 November 1996, including, for
the avoidance of doubt, its annex, as amended as of the
date of this Announcement (or any
law or regulation implementing such Regulation in any
member state of the European, or the
United Kingdom)
Bridge Facilities the US$268,000,000 and US$75,000,000 bridge facilities
to be provided to Unikmind by the lenders
party to the Bridge Facilities Agreement
Bridge Facilities Agreement the facilities agreement arranged by HSBC in relation
to the Bridge Facilities and entered
into on the date of this Announcement
Business Day a day (other than Saturdays, Sundays and public
holidays in the UK or the Isle of Man) on
which banks are normally open for business in London or
the Isle of Man
Cash Upstreaming the possible upstreaming of cash from Kape as part of a
balance sheet optimisation should
the Offer be successful, as described in paragraph 3
CFIUS the Committee on Foreign Investment in the United
States
Closing Price the closing middle market price of a Kape Share on a
particular trading day as derived from
the Daily Official List
Code the City Code on Takeovers and Mergers
Conditions the conditions of the Offer, set out in APPIX I to
this Announcement and to be set out
in the Offer Document
Daily Official List the AIM Appendix of the Daily Official List published
by the London Stock Exchange
Day 60 the 60(th) day following the publication of the Offer
Document or such other date as may otherwise
be set as being Day 60 of the timetable of the Offer in
accordance with the Code
Dealing Disclosure has the meaning set out in Rule 8 of the Code
Delisting the proposed delisting of Kape's shares from AIM, as
described in paragraph 13 of this Announcement
Delisting Resolution a shareholder resolution (whether a written resolution
or a resolution of the Kape Shareholders
proposed at a general meeting of the Kape Shareholders)
to effect the Delisting, as described
in paragraph 13 of this Announcement
Disclosed the information fairly disclosed by, or on behalf of
Kape: (i) in the annual report and accounts
of the Kape Group for the financial year ended as at
the Last Accounts Date; (ii) the interim
report of the Kape Group for the half year ended 30
June 2022; (iii) the trading update for
the year ended 31 December 2022; (iv) in any other
announcement to a Regulatory Information
Service by, or on behalf of Kape prior to the
publication of this Announcement; or (v) otherwise
to Unikmind or its officers, employees, agents or
advisors
Existing Facilities Agreement the facilities agreement entered into between, amongst
others, Kape and certain lenders as
amended and restated by an amendment and restatement
deed dated 31 October 2022, providing
the Kape Group with a term loan facility in an amount
up to US$275,000,000 and a revolving
credit facility in an amount up to US$150,000,000, in
each case secured on assets of the Kape
Group, as the same may be amended from time to time
FCA or Financial Conduct Authority the Financial Conduct Authority in its capacity as the
competent authority for the purposes
of Part VI of the Financial Services and Markets Act
2000
Form of Acceptance the form of acceptance and authority relating to the
Offer which will accompany the Offer
Document for use by Kape Shareholders with shares in
certificated form in connection with
the Offer
Holdco Loan the US$267,000,000 facility to be provided to Unikmind
by HSBC Private Bank (Suisse) SA
Holdco Loan Agreement the facility agreement arranged by HSBC Private Bank
(Suisse) SA in relation to the Holdco
Loan and entered into on the date of this Announcement
HSBC HSBC Bank plc
IFRS UK adopted international accounting standards
Independent Kape Directors all of the directors of Kape other than Mr. Pierre
Lallia
Initial Price Proposal the non-binding proposal from Unikmind for a possible
cash offer at 265 pence per share submitted
to Kape on 9 December 2022
JOE Awards the share awards (including jointly-owned awards) over,
in aggregate, 4 million Kape Shares
owned by two individuals
JOE Shares the issued Kape Shares underlying the JOE Awards which
have been issued and are being held
on trust for the beneficiaries of the JOE Awards by
Kape's Employee Benefit Trust
Kape or the Company Kape Technologies plc, a company registered in the Isle
of Man with registered number 011402V
with its registered office at Sovereign House, 4
Christian Road, Douglas, Isle of Man, IM1
2SD
Kape Board the board of directors of Kape (acting by a committee
of the Independent Kape Directors)
Kape Group Kape and its subsidiaries and subsidiary undertakings
Kape NDA the non-disclosure agreement entered into between Kape
and Unikmind on 24 December 2022
Kape Share or Kape Shares the existing unconditionally allotted or issued and
fully paid (or credited as fully paid)
ordinary shares of US$0.0001 each in the capital of
Kape and any further such shares which
are unconditionally allotted or issued and fully paid
(or credited as fully paid) before the
Offer closes (or before such earlier date as Unikmind,
subject to the Code, may determine,
not being earlier than the Unconditional Date) but
excluding any such shares held or which
become held in treasury
Kape Share Plan the Kape 2014 Global Share Equity Plan, which was
adopted on 24 March 2014
Kape Shareholders or Shareholders the holders of Kape Shares
Last Accounts Date 31 December 2021
Latest Practicable Date 10 February 2023, being the latest practicable date
prior to the date of this Announcement
London Stock Exchange London Stock Exchange plc
Long-stop Date 11.59 p.m. on 12 August 2023 or such later date (if
any) as Unikmind may, with the consent
of Kape or with the consent of the Panel, specify
Minimum Acceptance Condition a minimum acceptance condition of 70 per cent. set in
accordance with the terms of the Partial
Standstill Release
Offer the cash offer to be made by Unikmind, to acquire the
entire issued and to be issued Kape
Shares not owned by Unikmind on the terms and subject
to the Conditions to be set out in the
Offer Document and (in respect of Kape Shares in
certificated form) the Form of Acceptance
and including, where the context permits, any
subsequent revision, variation, extension or
renewal of such offer
Offer Document the document to be despatched to Kape Shareholders
containing the full terms and conditions
of the Offer
Offer Period the offer period (as defined by the Code) relating to
Kape, which commenced with the release
of this Announcement
Offer Price US$3.44 per Kape Share, being equivalent to 285 pence
per Kape Share based on the Announcement
Exchange Rate
Opening Position Disclosure has the same meaning as in Rule 8 of the Code
Overseas Shareholders Kape Shareholders (or nominees of, or custodians or
trustees for Kape Shareholders) not resident
in, or nationals or citizens of the Isle of Man or the
United Kingdom
Panel the Panel on Takeovers and Mergers
Partial Standstill Release the partial release from the Kape NDA dated 10 February
2023 whereby, amongst other matters,
the Kape Board agreed to permit Unikmind to make the
Offer, as described in paragraph 3 of
this Announcement
Playtech Playtech plc
Possible Facilities Repayment Distribution the means by which the Cash Upstreaming would likely be
achieved, as described in paragraph
3 of this Announcement
Possible Post-Closing Dividend the possible one-time cash distribution that may, if
Unikmind resolves to do so, be paid after
the Offer completes and delisting takes place as
described in paragraph 4 of this Announcement
President the President of the United States
Proforma Adjusted EBITDA a company specific measure which is calculated as
operating profit before depreciation (including
right-to-use assets amortisation), amortisation,
exceptional or non-recurring costs, other
operating income/(expense) and employee share-based
payment charges, after adding back deferred
contracts costs fair value accounting adjustment
following ExpressVPN consolidation
Receiving Agent or Equiniti Equiniti Limited
Regulatory Conditions the Conditions set out in paragraph 1.2 of Part A:
Conditions to the Offer of APPIX I
Regulatory Information Service or RIS any information service authorised from time to time by
the FCA for the purpose of disseminating
regulatory announcements
Restricted Jurisdiction any jurisdiction where local laws or regulations may
result in a significant risk of civil,
regulatory or criminal exposure if the Offer is
extended or made available in that jurisdiction
or if information concerning the Offer is sent,
published or made available in that jurisdiction
or where to do so would result in a requirement to
comply with any governmental or other consent
or any registration, filing or other formality which
Unikmind or Kape regards as unduly onerous
Romanian FDI Commission the commission for examining the foreign direct
investments, a body without legal capacity,
under the subordination of the Romanian Government,
with powers in respect of examining the
foreign direct investments pursuant to Regulation (EU)
2019/452 of the European Parliament
and of the Council of 19 March 2019 establishing a
framework for the screening of foreign
direct investments into the Union and to Government
Emergency Ordinance No. 46/2022
SafeCharge SafeCharge Limited
Scheme a scheme of arrangement under section 157 of the IoM
Companies Act
SEC US Securities and Exchange Commission
Shareholder Loan a subordinated shareholder loan dated 20 December 2022
provided to Unikmind by Mr. Teddy Sagi
Significant Interest in relation to an undertaking, a direct or indirect
interest of 20 per cent. or more of the
total voting rights conferred by the equity share
capital of such undertaking
Squeeze-Out Rights the right under section 160 of the IoM Companies Act,
subject to certain conditions, to compulsorily
acquire the shares of any Kape Shareholder that has not
accepted the Offer
Standstill Provisions standstill provisions within the Kape NDA precluding
Unikmind's from acquiring, offering to
acquire or causing another person to acquire or
offering to acquire any interest in any Kape
Shares until the earlier of (i) the date on which Kape
announces its final full year results
for the twelve months ended 31 December 2022 and (ii)
31 March 2023, and prohibiting Unikmind
from entering into an agreement or arrangement to
announce, or to make an offer for Kape until
the later of (i) 6 months from the date of the Kape NDA
and (ii) the date on which the Unikmind
Group has ceased to actively consider (within the
meaning of the Code) an offer (however to
be implemented) for Kape
subsidiary, subsidiary undertaking, associated undertaking have the meanings given by the IoM Companies Act 2006
and undertaking
Support Shares the Kape Shares held by Kape Shareholders which when
aggregated with the voting rights of
Kape Shares that are owned by the Unikmind Group or
which the Unikmind Group has acquired
or unconditionally agreed to acquire (whether pursuant
to the Offer or otherwise), represent
at least 70 per cent. of the voting rights exercisable
at a general meeting of Kape
Third Party each of a central bank, government or governmental,
quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency,
association, institution, environmental body, employee
representative body or any other body
or person whatsoever in any jurisdiction
Trading Update the update provided by Kape on 17 January 2023
Trading Update Proforma Adjusted EBITDA the Proforma Adjusted EBITDA provided in the Trading
Update
Unconditional Date Day 60 or such earlier date as Unikmind may specify in
any Acceleration Statement unless,
where permitted, it has set aside that statement
Unikmind Unikmind Holdings Limited, a company registered in the
Isle of Man with registered number
016791V with its registered office at Fort Anne, South
Quay, Douglas, Isle of Man, IM1 5PD
United Kingdom the United Kingdom of Great Britain and Northern
or UK Ireland
United States the United States of America, its territories and
or US possessions, any state of the United States
of America, the District of Columbia and all other
areas subject to its jurisdiction and any
political sub-division thereof
Wider Kape Group Kape and its subsidiaries, subsidiary undertakings,
associated undertakings and any other
body corporate, partnership, joint venture or person in
which Kape and/or such subsidiaries
or undertakings (aggregating their interests) have a
Significant Interest, but excluding any
member of the Wider Unikmind Group
Wider Unikmind Group Unikmind and its subsidiaries, subsidiary undertakings,
associated undertakings and any other
body corporate, partnership, joint venture or person in
which Unikmind and/or such subsidiaries
or undertakings (aggregating their interests) have a
Significant Interest, but excluding the
members of the Kape Group
In this Announcement:
All the times referred to are London time unless otherwise
stated.
All references to "pounds", "UK Pound Sterling", "pounds
Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the
lawful currency of the Isle of Man and the United Kingdom.
All references to "dollars", "US Dollars", "US$", and "$" are to
the lawful currency of the United States of America.
All references to statutory provision or law or to any other
order or regulation shall be construed as a reference to that
provision, law, order or regulation as extended, modified, replaced
or re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
All references to "relevant securities" are to that term as it
is defined in the Code.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
The eiusdem generis principle of construction shall not apply to
the terms and conditions of the Offer and/or the Form of
Acceptance. Accordingly, general words shall not be given a
restrictive meaning by reason of their being preceded or followed
by words indicating a particular class of acts, matters or things
or by examples falling within the general words.
This information is provided by RNS, the news service of the
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END
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