Kape Technologies - Response to Cash Offer
13/02/2023 07:15
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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
£1: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) +44 (0)20 7408 4090
Simon Fine / Toby Gibbs / Mark Percy / James Thomas / Iain Sexton
Citigroup Global Markets Limited (Joint Financial Adviser) +44 (0)20 7986 4000
Yishai Fransis / Simon Lindsay / David Ibáñez / Robert Farrington
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0237
Jeremy Garcia / Kendall Hill
kape@vigoconsulting.com
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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