Kape Technologies - Results of GM, TVR & Director/PDMR Dealings
03/10/2022 11:09
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RNS Number : 5614B Kape Technologies PLC 03 October 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, THE HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA ("HONG KONG") OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
3 October 2022
Kape Technologies plc
("Kape," the "Group" or the "Company")
Results of General Meeting
Total Voting Rights
Director/PDMR Dealings
Further to the Company's announcements of 13, 14 and 15 September 2022, Kape
(AIM: KAPE), the digital security and privacy software business, announces
that all resolutions proposed at the general meeting of the Company held
earlier today were duly passed.
Further to the passing of Resolution 1, application has been made for
71,762,618 new ordinary shares of US$0.0001 each, to be issued pursuant to the
placing and retail offer (the "Fundraising Shares"), to be admitted to trading
on the AIM market of the London Stock Exchange. It is expected that admission
will take place and trading in the Fundraising Shares will occur on or around
5 October 2022 ("Admission").
The total number of votes received on each resolution were as follows:
Resolutions Votes For % of Votes Votes Against % of Votes Total Votes Votes cast as % of voting rights Votes Withheld
1 Authority to allot Fundraising Shares on a non pre-emptive basis 246,541,502 99.80 497,641 0.20 247,039,143 70.15 2,152
2 General authority to allot shares 246,846,355 99.92 192,788 0.08 247,039,143 70.24 2,152
3 General disapplication of pre-emption rights 246,944,587 99.96 96,503 0.04 247,041,090 70.26 205
Notes:
1. Any proxy appointments which gave discretion to the
Chairman have been included in the "for" total.
2. The Company's issued share capital at the date of the
meeting was 359,512,186 ordinary shares. There are now 4,062,469 ordinary
shares held in treasury and 4,000,000 ordinary shares held by the Kape
Technologies Plc Employee Benefit Trust, the voting rights to which have been
waived. Therefore, the total number of voting rights at the date of the
meeting was 351,449,717. A "vote withheld" is not a vote in law and is not
counted in the calculation of the proportion of the votes "for" and "against"
a resolution.
Total Voting Rights
Following Admission of the Fundraising Shares, the total number of voting
rights in the Company will be 423,212,335, 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 431,274,804 ordinary shares of
US$0.0001 each.
Unikmind Holdings Limited Shareholding
Following Admission of the Fundraising Shares, Unikmind Holdings Limited
("Unikmind"), a substantial shareholder in the Company, will hold 232,288,281
ordinary shares, equal to approximately 54.9% of the enlarged total voting
rights of the Company.
Director/PDMR Dealings
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ido Erlichman
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 34,110
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Oded Baskind
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 15,100
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Martin Blair
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 10,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dan Pomerantz
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 322,528
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Pierre Lallia
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 15,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Yossi Peretz
2 Reason for the notification
a) Position/status PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 18,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ran Greenberg
2 Reason for the notification
a) Position/status PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 80,632
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ariel Hochstadt
2 Reason for the notification
a) Position/status PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kape Technologies plc
b) LEI 213800GTF3PYCXPXET67
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of $0.0001 par value each
Identification code
ISIN: IM00BQ8NYV14
b) Nature of the transaction Purchase
c) Price(s) and volume(s) Price(s) Volume(s)
£2.65 80,632
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 3 October 2022
f) Place of the transaction Off market
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
3 October 2022
f)
Place of the transaction
Off market
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital (Nominated Adviser & Broker) +44 (0)20 7408 4090
Toby Gibbs / Mark Percy / James Thomas / Iain Sexton
Stifel Nicolaus Europe Limited (Joint Broker) +44 (0) 20 7710 7600
Alex Price / Brad Topchik / Alain Dobkin / Richard Short
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 focusses
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 900
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/)
US SECURITIES LAWS
This announcement is not for publication or distribution, directly or
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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