Kape Technologies - Result of US$220m Placing and US$2.5m Retail Offer
15/09/2022 07:00
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RNS Number : 5693Z Kape Technologies PLC 15 September 2022
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15 September 2022
Kape Technologies plc
("Kape", the "Company" or the "Group")
Result of US$220 million Placing and US$2.5 million Retail Offer
Notice of General Meeting
Significantly oversubscribed and upscaled US$220 million placing and US$2.5
million retail offer
Placing attracted strong demand from both new and existing shareholders in the
UK, Europe and Israel
Kape Technologies plc (AIM: KAPE), the digital security and privacy software
business, is pleased to announce that it has successfully raised gross
proceeds of US$220 million (c. £188 million) pursuant to the Placing and
approximately US$2.5 million (c. £2.14 million) pursuant to the Retail Offer
(together the "Fundraise"). Conditionally, in aggregate, a total of 71,762,618
new ordinary shares of US$ 0.0001 each ("Ordinary Shares") will therefore be
issued pursuant to the Fundraise ("Fundraising Shares") at an issue price of
265 pence per Fundraising Share ("Placing Price").
The Board of Kape is pleased with the very strong response to the Fundraise
from new and existing institutional shareholders, including a number of
blue-chip institutional investors from the UK, Europe and Israel, and through
the PrimaryBid retail offer. The Fundraise was significantly oversubscribed.
The net proceeds of the Fundraise are intended to be used to accelerate the
Group's growth through acquisitions, the Board of Kape believing that global
market conditions have given rise to a number of highly attractive potential
acquisition opportunities at compelling valuations.
Words and expressions defined in the placing announcement on 13 September 2022
shall have the same meaning in this announcement.
Ido Erlichman, Chief Executive Officer of Kape, commented:
"We are delighted to have received such a strong endorsement of both our
business and our growth strategy from new and existing shareholders. We have
worked extremely hard to create the largest pure-play digital privacy software
provider globally but believe we have much more that we can accomplish.
This fresh injection of capital will help us accelerate our organic growth
plans alongside capitalising on potential acquisition opportunities.
I look forward to updating all our key stakeholders on our ongoing progress as
we seek to fully exploit our market-leading position, from which we provide
our 7 million customers with cutting edge digital privacy and security
solutions."
Application will be made for the admission of the Fundraising Shares to
trading on the AIM market of London Stock Exchange plc ("Admission"). It is
expected that Admission will take place at or around 8.00 a.m. (London
time) on 5 October 2022. The Fundraising Shares will, when issued, be credited
as fully paid and will rank pari passu in all respects with the Company's
existing issued Ordinary Shares.
Director and Management Participation in the Placing
Ido Erlichman, Chief Executive Officer of the Company, has subscribed for
34,110 Placing Shares, representing a £90,391.50 investment in the Company.
Following Admission, Mr. Erlichman will have a total beneficial interest in
550,000 Ordinary Shares, representing approximately 0.13% of the enlarged
issued share capital of the Company.
Oded Baskind, Chief Financial Officer of the Company, has subscribed for
15,100 Placing Shares, representing a £40,015 investment in the Company.
Following Admission, Mr. Baskind will have a total beneficial interest in
15,100 Ordinary Shares.
Martin Blair, Non-Executive Director of the Company, has subscribed for
10,000 Placing Shares, representing a £26,500 investment in the Company.
Following Admission, Mr. Blair will have a total beneficial interest in 57,750
Ordinary Shares, representing approximately 0.01% of the enlarged issued share
capital of the Company.
Dan Pomerantz, Non-Executive Director of the Company, has subscribed for
322,528 Placing Shares, representing a £854,699.20 investment in
the Company. Following Admission, Mr. Pomerantz will have a total beneficial
interest in 24,165,514 Ordinary Shares, representing approximately 5.71% of
the enlarged issued share capital of the Company.
Pierre Lallia, Non-Executive Director of the Company, has subscribed for
15,000 Placing Shares, representing a £39,750 investment in the Company.
Following Admission, Mr. Lallia will have a total beneficial interest in
15,000 Ordinary Shares.
Other Company employees have subscribed for, in aggregate, 195,144 Placing
Shares, representing a £517,131.60 investment in the Company.
Related Party Transaction
Unikmind Holdings Limited ("Unikmind"), a substantial shareholder in the
Company, has subscribed for 38,928,946 Placing Shares, including pursuant to
the Subscription Agreement, at the Placing Price. The participation of
Unikmind and Pierre Lallia, Unikmind's representative on the board of Kape, in
the Fundraise are related party transactions under Rule 13 of the AIM Rules.
As set out in the Company's announcement of 13 September 2022, the independent
directors of Kape (for these purposes being Don Elgie, Ido Erlichman, Oded
Baskind, David Cotterell, Martin Blair and Dan Pomerantz) consider, having
consulted with the Company's nominated adviser, Shore Capital and Corporate
Limited, that the terms of the Subscription Agreement, and Mr Lallia's
participation in the Placing, were fair and reasonable insofar as the
Company's shareholders are concerned. Following Admission, Unikmind will hold
229,579,291 Ordinary Shares, equal to approximately 54.25% of the enlarged
total voting rights of the Company.
Total Voting Rights
Following Admission of the 71,762,618 Fundraising Shares, the total number of
voting rights in the Company will be 423,212,336, which is the figure which
should be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, Ordinary Shares under the FCA's Disclosure and
Transparency Rules.
The Company holds 4,062,469 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. Therefore, the Company's total issued
share capital following Admission will be 431,274,805 Ordinary Shares of
US$0.0001 each.
General Meeting and Posting of Circular
The Company's existing share issuance authorities are insufficient to allow
the issue of the Fundraising Shares. A general meeting will therefore be
convened to seek shareholders' approval to the allotment and issue of such
shares (the "General Meeting"). The General Meeting will be convened for
10.00am BST on 3 October 2022 and a circular containing notice of the General
Meeting is expected to be posted to shareholders today.
Unikmind has irrevocably agreed to vote in favour of the resolutions to be
proposed at the General Meeting to approve the allotment and issue of the
Fundraising Shares.
Exchange Rate
An exchange rate of US$1.17:£1.00 has been used in this announcement,
consistent with that used in the Company's announcements of 13 September 2022
and 14 September 2022 in relation to the Fundraising.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital, Nominated Adviser, Broker & Joint Bookrunner +44 (0)20 7408 4090
Toby Gibbs / Mark Percy / James Thomas / Iain Sexton
Stifel Nicolaus Europe Limited, Joint Broker & Joint Bookrunner +44 (0) 20 7710 7600
Alex Price / Brad Topchik / Alain Dobkin / Richard Short
Barak Capital, Placing Agent (Israel) +972 74 7100 700
Tzvika Manes
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0237
Jeremy Garcia /Kendall Hill
kape@vigoconsulting.com (mailto: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 million paying subscribers, supported by a team of over 1,000
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 (http://www.kape.com)
Twitter (https://twitter.com/Kape_com) LinkedIn
(https://www.linkedin.com/company/kape-technologies/)
IMPORTANT NOTICES
FORWARD LOOKING STATEMENTS
This announcement includes "forward‐looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's business strategy, plans and
objectives of management for future operations, or any statements proceeded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or negatives thereof. Such forward‐looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward‐looking
statements. Such forward‐looking statements are based on numerous
assumptions regarding the Company's present and future business strategies and
the environment in which the Company will operate in the future. These
forward‐looking statements speak only as at the date of this announcement.
The Company expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward‐looking statements contained herein
to reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based, unless required to do so by applicable law or the AIM Rules.
US SECURITIES LAW
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indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
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