Kape Technologies - Retail Offer by PrimaryBid
14/09/2022 07:00
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RNS Number : 3547Z Kape Technologies PLC 14 September 2022
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF KAPE TECHNOLOGIES
PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).
14 September 2022
Kape Technologies plc
("Kape", the "Group" or the "Company")
Retail Offer by PrimaryBid
Kape (AIM: KAPE), the digital privacy and security software business, is
pleased to announce a conditional offer for subscription via PrimaryBid (the
"Retail Offer") of new ordinary shares of US$0.0001 each in the Company
("Retail Offer Shares").
As separately announced yesterday, Kape is conducting a non-pre-emptive
placing of new ordinary shares (the "Placing Shares") in the Company (the
"Placing"). The price at which the Placing Shares are to be placed is 265
pence per share (the "Placing Price"). The Placing Price represents a discount
of 4.6 per cent. to the 30-day volume weighted average price of the Company's
shares on 12 September 2022.
The Retail Offer and the Placing (together "the Fundraising") are conditional
on shareholder approval at the general meeting of Kape, anticipated to be held
on 5 October 2022, in relation to, among other things, the issue of the
Placing Shares and the Retail Offer Shares referred to above. The Retail Offer
and the Placing are further conditional on the new Ordinary Shares to be
issued pursuant to the Retail Offer and the Placing respectively being
admitted to trading on AIM ("Admission"). Admission is expected to take place
at 8.00 a.m. on 6 October 2022. The Retail Offer will not be completed without
the Placing also being completed.
The Company intends to use the net proceeds from the Retail Offer to fund
potential acquisition opportunities.
Retail Offer
The Company greatly values its retail investor base and is therefore pleased
to provide private and other investors the opportunity to participate in the
Retail Offer by applying through the PrimaryBid mobile app available on the
Apple App Store and Google Play. Investors may also be able to subscribe to
the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their retail
broker, wealth manager or investment platform. PrimaryBid does not charge
investors any commission for these services.
Brokers wishing to offer their customers access to the Retail Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com.
The Retail Offer, via the PrimaryBid mobile app, will be open to individual
and institutional investors following the release of this announcement. The
Retail Offer is expected to close at 6.00 p.m. BST on Wednesday 14 September
2022 (and in any case no later than 6.00 p.m. BST on Thursday 15 September
2022). The Retail Offer may close early if it or the Placing is
oversubscribed.
Subscriptions under the Retail Offer will be considered by the Company (with a
preference to be given to the Company's existing retail investors), subject to
conditions which are available to view on the PrimaryBid mobile app. There is
a minimum subscription of £250 per investor under the terms of the Retail
Offer.
The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.
It is vital to note that once an application for new Retail Offer Shares has
been made and accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid, visit www.PrimaryBid.com
(http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com.
The new Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing ordinary shares, including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.
Details of the Retail Offer
It is a term of the Retail Offer that the total value of new Ordinary Shares
available for subscription at the Placing Price under (i) the Retail Offer;
and (ii) any other offers to the public in the European Economic Area made as
part of or in connection with the Fundraising and falling within s86(4) of the
Financial Services and Markets Act 2000, does not (in aggregate) exceed the
equivalent of €8 million. Accordingly, the Company is not required to
publish (and has not published) a prospectus in connection with the Retail
Offer as it falls within the exemption set out in section 86(1)(e) and 86(4)
of the Financial Services and Markets Act 2000. The Retail Offer is not being
made into any jurisdiction where it would be unlawful to do so.
There is a minimum subscription of £250 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app.
The terms and conditions on which the Retail Offer is made, including the
procedure for application and payment for new Ordinary Shares, is available to
all persons who register with PrimaryBid.
Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.
It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors available on the PrimaryBid mobile app before making a decision to
subscribe for new Ordinary Shares. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Offer Shares if they are in any doubt.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. 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.
The person responsible for arranging for the release of this announcement on
behalf of Kape Technologies plc is Oded Baskind, CFO.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
Shore Capital, Nominated Advisor, Joint Broker and Joint Bookrunner +44 (0)20 7408 4090
Toby Gibbs / Mark Percy / James Thomas
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
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 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/)
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