TIDMKAPE
RNS Number : 1089X
Kape Technologies PLC
21 April 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.
FOR IMMEDIATE RELEASE
21 April 2023
Kape Technologies plc
("Kape," the "Company" or the "Group")
Response to Revised and Final Cash Offer (the "Revised Offer")
and update on Directors' intentions
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 made by
Unikmind Holdings Ltd ("Unikmind") earlier today in which Unikmind
announced it had acquired, in aggregate, Kape Shares representing
4.01% of the existing issued ordinary share capital of Kape
(excluding treasury shares). Unikmind is therefore now interested
in approximately 58.2% of the existing issued ordinary share
capital of Kape and, in addition, has irrevocable commitments to
accept the Revised Offer with respect to a further approximately
12.93% of Kape's existing issued shares, totalling approximately
71.17% in aggregate (in each case excluding treasury shares).
The Independent Directors, having been so advised by Shore
Capital and Citi on the financial terms of the Revised Offer,
continue to believe that the Revised Offer undervalues Kape and its
future prospects. In providing their advice, Shore Capital and Citi
have taken into account the commercial assessments of the
Independent Directors.
The Independent Directors stated in the response document
published on 20 March 2023, and reiterated in the Company's
announcement of 20 April 2023, that if Unikmind was to be
successful in passing a delisting resolution in respect of Kape and
Kape ceased to be admitted to trading on AIM, Shareholders who had
not accepted the Revised Offer would own shares in an unlisted
company and, as minority shareholders, would not be afforded the
same level of protection as was afforded to them whilst Kape
remained admitted to trading on AIM, including in relation to the
upstreaming of funds from Kape to Unikmind. Consequently, the
liquidity, marketability and realisable value of Kape's shares
would likely be adversely affected and shareholders' ability to
dispose of their Kape shares would likely be materially
reduced.
Given Unikmind's existing interest in shares, once the
shareholders who have given irrevocable commitments to do so accept
the Revised Offer, the Independent Directors expect that Unikmind
will be able to declare its offer unconditional. For this reason,
the Independent Directors are of the view that it is highly likely
that Unikmind will become successful in obtaining sufficient voting
rights in Kape to pass a delisting resolution, even if Unikmind
does not receive further acceptances or otherwise acquire further
shares to take its interest above 75% (which would allow it to
delist the Company without the need for a general meeting of Kape
shareholders) and which the Independent Directors now believe is
likely to happen. Therefore, notwithstanding the value of the
Revised Offer, the Independent Directors believe that Kape
Shareholders should seriously consider accepting the Revised
Offer.
In that context, the Independent Directors, who are beneficially
interested in 947,375 Kape Shares in aggregate, representing
approximately 0.22% of Kape's existing issued share capital
(excluding the shares of Dan Pomerantz who has already entered into
an irrevocable commitment to accept the Revised Offer), now also
intend to accept the Revised Offer in respect of such Kape Shares
at this time.
Kape Shareholders who anticipate realising greater value in
their Kape Shares in the future, whilst recognising and being
willing to accept the risks associated with remaining as an
investor in an unlisted company controlled by Unikmind, may wish to
remain as shareholders in Kape.
The Independent Directors will write to Kape shareholders
formally with their views on the Revised Offer shortly.
Enquiries:
Kape Technologies Plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital (Joint Financial Adviser (Rule 3)
, 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 Ibanez +44 (0)20 7986
/ Robert Farrington 4000
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kendall Hill +44 (0)20 7390
kape@vigoconsulting.com 0237
Shore Capital is providing independent advice to Kape pursuant
to Rule 3 of the Takeover Code.
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
Kape in connection with the Offer.
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 (Rule 3) and
nominated adviser 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 Revised 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 Revised Offer or otherwise. Shore Capital 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.
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 Revised 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 Revised Offer or otherwise. Citi 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.
Relevant securities in issue
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, Kape (AIM: KAPE), the consumer security software business,
confirms that as at today's date, it has in issue and admitted to
trading on the AIM market of the London Stock Exchange, 428,730,880
ordinary shares of US$0.0001 each (excluding ordinary shares held
in treasury). The Company holds 2,543,924 Ordinary Shares in
treasury and the Kape Technologies plc Employee Benefit Trust holds
4,000,000 Ordinary Shares, the voting rights to which have been
waived. The total number of shares attracting voting rights is
therefore 424,730,880. 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 21 April 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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