REG - Kape Technologies - Publication of Second Response Document

Kape TechnologiesAnnouncement

25/04/2023 14:00

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RNS Number : 4166X  Kape Technologies PLC  25 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 OR REGULATIONS OF SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

25 April 2023

 

Kape Technologies plc

("Kape," the "Company" or the "Group")

 

Publication of Second Response Document in respect of the Revised and Final
Cash Offer

 

The independent directors of Kape, being all the directors except
Pierre-Etienne Lallia, announce the publication by Kape of a second response
document (the "Second Response Document") in respect of the revised offer
document published on 20 April 2023 by Unikmind Holdings Ltd ("Unikmind")
relating to the revised and final cash offer made by Unikmind for the entire
issued and to be issued share capital of the Company not already owned by
Unikmind (the "Revised Offer").

The Second Response Document is published in accordance with Rule 32.6 of the
City Code on Takeovers and Mergers and will be posted or otherwise made
available to Kape shareholders and option holders.

A copy of this announcement and the Second Response Document will be made
available on the Company's website at www.kape.com/investors
(https://url.avanan.click/v2/___http:/www.kape.com/investors___.YXAxZTpzaG9yZWNhcDphOm86ZWY4YWUwODZiNjUzM2Y3MzE5ZmVkM2NlZWIxNTQxMTI6NjoyZGE1OmZiYmUzMTMwYjM1MzI3ZDExYTM4MWEyMGZjM2QxOTAxZGRmZmUzZTVjM2QxNDFlNTRiMjZmZGExNWU4NGNhN2I6cDpG)
by no later than 12 noon (London time) on 26 April 2023 for the period up to
and including the end of the Offer Period.

Defined terms used but not defined in this announcement have the meanings set
out in the Second Response Document.

Enquiries:

 Kape Technologies Plc                                                      via Vigo Consulting

 Ido Erlichman, Chief Executive Officer

 Oded Baskind, Chief Financial Officer

 Shore Capital                                                              +44 (0)20 7408 4090

 (Joint Financial Adviser (Rule 3), Nominated Adviser & Joint Broker)

 Simon Fine / Toby Gibbs / Mark Percy / James Thomas / Iain Sexton

 Citigroup Global Markets Limited                                           +44 (0)20 7986 4000

 (Joint Financial Adviser)

 Yishai Fransis / Simon Lindsay / David Ibanez / Robert Farrington
 Vigo Consulting                                                            +44 (0)20 7390 0237

 (Financial Public Relations)

 Jeremy Garcia / Kendall Hill

 kape@vigoconsulting.com

 

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 Revised 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
(https://url.avanan.click/v2/___http:/www.kape.com___.YXAxZTpzaG9yZWNhcDphOm86ZWY4YWUwODZiNjUzM2Y3MzE5ZmVkM2NlZWIxNTQxMTI6NjpkMDU1OjI0NzBjZWE2MjAyNTU2YjFjNjdmMmExZDk1ODY2MDk2OGUyY2FlMTNjNTBkY2Y4ZmI2M2QzMzgzMjE2YWQ3ZmE6cDpG)

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 ("FCA") is
acting as joint financial adviser (Rule 3) for 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.

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the UK by the 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.

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).

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 the business
day following the date of this announcement. 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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