REG - Kape Technologies - Response to Revised and Final Cash Offer

Kape TechnologiesAnnouncement

21/04/2023 15:30

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RNS Number : 1089X  Kape Technologies PLC  21 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 OF SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

21 April 2023

 

Kape Technologies plc

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

 

Response to Revised and Final Cash Offer (the "Revised Offer") and update on
Directors' intentions

 

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 made by Unikmind Holdings Ltd ("Unikmind")
earlier today in which Unikmind announced it had acquired, in aggregate, Kape
Shares representing 4.01% of the existing issued ordinary share capital of
Kape (excluding treasury shares). Unikmind is therefore now interested in
approximately 58.2% of the existing issued ordinary share capital of Kape and,
in addition, has irrevocable commitments to accept the Revised Offer with
respect to a further approximately 12.93% of Kape's existing issued shares,
totalling approximately 71.17% in aggregate (in each case excluding treasury
shares).

The Independent Directors, having been so advised by Shore Capital and Citi on
the financial terms of the Revised Offer, continue to believe that the Revised
Offer undervalues Kape and its future prospects. In providing their advice,
Shore Capital and Citi have taken into account the commercial assessments of
the Independent Directors.

 

The Independent Directors stated in the response document published on 20
March 2023, and reiterated in the Company's announcement of 20 April 2023,
that if Unikmind was to be successful in passing a delisting resolution in
respect of Kape and Kape ceased to be admitted to trading on AIM, Shareholders
who had not accepted the Revised Offer would own shares in an unlisted company
and, as minority shareholders, would not be afforded the same level of
protection as was afforded to them whilst Kape remained admitted to trading on
AIM, including in relation to the upstreaming of funds from Kape to Unikmind.
Consequently, the liquidity, marketability and realisable value of Kape's
shares would likely be adversely affected and shareholders' ability to dispose
of their Kape shares would likely be materially reduced.

 

Given Unikmind's existing interest in shares, once the shareholders who have
given irrevocable commitments to do so accept the Revised Offer, the
Independent Directors expect that Unikmind will be able to declare its offer
unconditional. For this reason,  the Independent Directors are of the view
that it is highly likely that Unikmind will become successful in obtaining
sufficient voting rights in Kape to pass a delisting resolution, even if
Unikmind does not receive further acceptances or otherwise acquire further
shares to take its interest above 75% (which would allow it to delist the
Company without the need for a general meeting of Kape shareholders) and which
the Independent Directors now believe is likely to happen. Therefore,
notwithstanding the value of the Revised Offer, the Independent Directors
believe that Kape Shareholders should seriously consider accepting the Revised
Offer.

In that context, the Independent Directors, who are beneficially interested in
947,375 Kape Shares in aggregate, representing approximately 0.22% of Kape's
existing issued share capital (excluding the shares of Dan Pomerantz who has
already entered into an irrevocable commitment to accept the Revised Offer),
now also intend to accept the Revised Offer in respect of such Kape Shares at
this time.

Kape Shareholders who anticipate realising greater value in their Kape Shares
in the future, whilst recognising and being willing to accept the risks
associated with remaining as an investor in an unlisted company controlled by
Unikmind, may wish to remain as shareholders in Kape.

The Independent Directors will write to Kape shareholders formally with their
views on the Revised Offer shortly.

Enquiries:

 Kape Technologies Plc                                                           via Vigo Consulting

 Ido Erlichman, Chief Executive Officer

 Oded Baskind, Chief Financial Officer

 Shore Capital (Joint Financial Adviser (Rule 3), Nominated Adviser & Joint      +44 (0)20 7408 4090
 Broker)

 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 Ibanez / Robert Farrington
 Vigo Consulting (Financial Public Relations)                                    +44 (0)20 7390 0237

 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 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 (http://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 (Rule 3) 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. Shore Capital has given, and not withdrawn, its consent to
the inclusion in this announcement of the references to its name in the form
and context in which they appear.

 

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 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. Citi has given, and not withdrawn, its consent to the
inclusion in this announcement of the references to its name in the form and
context in which they appear.

 

Relevant securities in issue

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, Kape
(AIM: KAPE), the consumer security software business, confirms that as at
today's date, it has in issue and admitted to trading on the AIM market of the
London Stock Exchange, 428,730,880 ordinary shares of US$0.0001 each
(excluding ordinary shares held in treasury). The Company holds 2,543,924
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. The total number of shares attracting voting rights is therefore
424,730,880. 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 21 April
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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