TIDMKAPE
RNS Number : 6491P
Kape Technologies PLC
13 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
13 February 2023
Kape Technologies plc
("Kape," the "Company" or the "Group")
Response to Cash Offer
The independent directors of Kape, being all of the directors of
Kape except Pierre Lallia, who is a nominee of Unikmind Holdings
Ltd (the "Independent Directors") note the announcement by Unikmind
Holdings Ltd ("Unikmind") made earlier today under Rule 2.7 of the
City Code on Takeovers and Mergers (the "Code") of a cash offer to
acquire the entire issued and to be issued share capital of the
Company not already held by Unikmind at a price of US$3.44, being
equivalent to 285 pence per Kape share based on the exchange rate
of GBP1:US$1.2058 as at 21:59 UKT on 10 February 2023 as derived
from data provided by Bloomberg ("Announcement Exchange Rate") (the
"Offer").
Unikmind is a company incorporated in the Isle of Man and
wholly-owned by Mr. Teddy Sagi, and the holder of approximately
54.8% of the issued ordinary shares of Kape.
Unikmind first approached the Company on 9 December 2022 with a
proposal to make an offer for the Company at 265 pence per share.
Having carefully considered this proposal, the Independent
Directors rejected it as offering insufficient value to
shareholders. However, the Independent Directors did agree, on
Unikmind entering into a non-disclosure agreement ("NDA") which,
inter alia, included a standstill provision precluding Unikmind
from buying Kape shares in the market until the earlier of (i) the
date on which Kape announces its full year results for the twelve
months ended 31 December 2022 and (ii) 31 March 2023 ("NDA
Standstill"), to provide to Unikmind access to certain limited
information about the business and its prospects in order to
encourage a higher offer from Unikmind.
On 13 January 2023, Unikmind made a revised proposal to the
Independent Directors at the US$ equivalent of 285 pence per
ordinary share. In light of the stated intention of Unikmind to
seek a delisting of the Company regardless of the outcome of the
Offer, and the ability of Unikmind to acquire further Kape shares
without constraint once the NDA Standstill expires, the Independent
Directors believe that it was in the interests of shareholders for
the Company to grant Unikmind a partial standstill release from the
NDA Standstill to allow Unikmind's proposal to be presented to Kape
shareholders for their consideration.
After consultation with shareholders, the Independent Directors
will write to Kape shareholders with their views on the Offer in
due course. In the meantime, shareholders are urged to take no
action.
Enquiries:
Kape Technologies Plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital (Joint Financial Adviser, Nominated
Adviser & Joint Broker)
Simon Fine / Toby Gibbs / Mark Percy / James Thomas +44 (0)20 7408
/ Iain Sexton 4090
Citigroup Global Markets Limited (Joint Financial
Adviser)
Yishai Fransis / Simon Lindsay / David Ibáñez +44 (0)20 7986
/ Robert Farrington 4000
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kendall Hill +44 (0)20 7390
kape@vigoconsulting.com 0237
About Kape
Kape is a leading 'privacy-first' digital security software
provider to consumers. Through its range of privacy and security
products, Kape focuses on protecting consumers and their personal
data as they go about their daily digital lives.
Kape has c. 7.4 million paying subscribers, supported by a team
of over 1,400 people across ten locations worldwide. Kape has a
proven track record of revenue and EBITDA growth, underpinned by a
strong business model which leverages our digital marketing
expertise.
Through its subscription-based platform, Kape has fast
established a highly scalable SaaS-based operating model, geared
towards capitalising on the vast global consumer digital privacy
market.
www.kape.com
Important Notice
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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, whether pursuant to this announcement
or otherwise.
The release, distribution or publication of this announcement in
jurisdictions outside the United Kingdom may be restricted by laws
of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Disclaimer
Shore Capital and Corporate Limited ("Shore Capital") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting as joint financial adviser and
nominated advisor to Kape and no one else in connection with the
matters described in this Announcement, and will not be responsible
to anyone other than Kape for providing the protections afforded to
clients of Shore Capital nor for providing advice in connection
with the Offer, or any other matters referred to in this
announcement. Neither Shore Capital nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with this Announcement, any statement
contained herein, the Offer or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority ("PRA") and regulated in the
UK by the Financial Conduct Authority ("FCA") and the PRA, is
acting as joint financial adviser for Kape and for no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Kape for providing the
protections afforded to clients of Citi nor for providing advice in
connection with the Offer, or any other matters referred to in this
announcement. Neither Citi nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Citi in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Kape confirms that as
at today's date, it has in issue and admitted to trading on the AIM
Market of the London Stock Exchange 428,002,676 ordinary shares of
US$0.0001 each (excluding ordinary shares held in treasury). The
International Securities Identification Number (ISIN) of the
ordinary shares is IM00BQ8NYV14.
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
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 Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any 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.
Rule 26.1 disclosure
A copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on Kape's website at www.kape.com/investors by no
later than 12 noon (London time) on 14 February 2023. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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END
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