REG - Unikmind Holdings Kape Technologies - Acceptance Level Announcement

Kape TechnologiesAnnouncement

11/04/2023 07:00

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RNS Number : 7176V  Unikmind Holdings Limited  11 April 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

11 April 2023

CASH OFFER

for

KAPE TECHNOLOGIES PLC

by

UNIKMIND HOLDINGS LIMITED

 

Acceptance Level Announcement

 

Introduction

On 13 February 2023, the Board of Unikmind Holdings Limited ("Unikmind") (the
"Unikmind Board") announced the terms of a cash offer to be made by Unikmind
to acquire the issued and to be issued share capital of Kape Technologies plc
("Kape") not already held by Unikmind (the "Offer").

The offer document containing the full terms of, and Conditions to, the Offer
(the "Offer Document") was published and posted to Kape Shareholders on 6
March 2023.

Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Offer Document.

The response document from the Independent Directors of Kape was published on
20 March 2023.

Level of Acceptances

In accordance with Rule 17 of the Code, Unikmind announces that, as at 3.00 pm
(London time) on 6 April 2023 (being the last Business Day prior to the date
of this Announcement), Unikmind had received valid acceptances of the Offer in
respect of 160,678 Kape Shares, representing approximately 0.03 per cent. of
the issued ordinary share capital of Kape, which Unikmind may count towards
the satisfaction of the Acceptance Condition.

So far as Unikmind is aware, none of these acceptances have been received from
persons acting in concert with Unikmind.

Interests in Kape Shares

As at the close of business on 6 April 2023, being the last practicable date
prior to the date of this Announcement (the "Latest Practicable Date"),
Unikmind and persons acting in concert with it had the following interests in
relevant Kape securities:

 Name:              Number of      Approximate percentage of existing issued share capital:

                    Kape Shares:
 Unikmind           232,288,281    54.21%
 Mr. Pierre Lallia  15,000            0.00%
 HSBC Bank plc      0              0.00%

 

Save as disclosed in this Announcement, as at the close of business on the
Latest Practicable Date, neither Unikmind nor any person acting in concert
with it had:

(a)  any interest in, or any right to subscribe for, or any short position
(whether conditional or absolute and whether in the money or otherwise) in,
including any short position made under a derivative in relation to, or is
party to any agreement to sell or has any delivery obligation or right to
require another person to purchase or take delivery of, any relevant Kape
securities;

(b)  any outstanding irrevocable commitment or letter of intent with respect
to any relevant Kape securities; or

(c)  borrowed or lent any relevant Kape securities, save for any borrowed
shares which have either been on-lent or sold.

Acceptance Condition

As at 3.00 pm on 6 April 2023, Unikmind may count 160,678 Kape Shares,
representing approximately 0.03 per cent. of Kape's issued share capital
towards the satisfaction of the Acceptance Condition.

Therefore, taken together with Kape Shares that it already holds, Unikmind,
and persons acting in concert with it, has acquired or agreed to acquire
pursuant to the Offer or otherwise 54.25 per cent. of Kape Shares.

Kape Shareholders are reminded that, as set out in the Offer Document, the
Offer is subject to the satisfaction of the Acceptance Condition which, as at
the date of this Announcement, remains outstanding. Subject to the
satisfaction or (with the consent of the Independent Directors of Kape) waiver
of the Acceptance Condition, it is expected that the Offer will become or be
declared unconditional during the second quarter of 2023.

Unconditional Date

The Offer will initially remain open for acceptance until 1.00 p.m. (London
time) on 5 May 2023 unless the Unconditional Date is brought forward by
Unikmind publishing an Acceleration Statement in accordance with the
requirements of the Code and as further described in paragraph 2.3 of Part B
of Appendix I of the Offer Document.

Procedure for acceptance of Offer

Kape Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible in accordance with the procedure set out in paragraph 18 of
Part I of, and in Part C and D of Appendix I to, the Offer Document and, in
respect of certificated Kape Shares, as further described in the Form of
Acceptance. By way of summary:

 

·    To accept the Offer in respect of Kape Shares in certificated form,
you must complete, sign and return the Form of Acceptance as soon as possible
and, in any event, so as to be received by the Receiving Agent at Equiniti,
Corporate Actions, Aspect House Spencer Road, Lancing, West Sussex BN99 6DA,
not later than 1.00 p.m. (London time) on 5 May 2023.

·    To accept the Offer in respect of Kape Shares in uncertificated form,
acceptance should be made electronically through CREST so that the TTE
instruction settles not later than 1.00 p.m. (London time) on 5 May 2023. If
you are a CREST sponsored member you should refer to your CREST sponsor as
only your CREST sponsor shall be able to send the necessary TTE instruction to
Euroclear.

Unless they validly elect otherwise, each Kape Shareholder accepting the Offer
who holds their Kape Shares will receive the consideration payable to them
under the Offer in US$. Kape Shareholders may elect, by appropriately
completing and returning the Form of Acceptance or by making the relevant TTE
instruction through CREST (as applicable), to make use of a currency facility
(the "Currency Facility") to have the consideration payable to them under the
Offer paid in UK Pounds Sterling. By electing to utilise the Currency
Facility, Kape Shareholders may direct Unikmind to convert and then remit to
them (net of costs) the US$ proceeds to which they are entitled as a result of
their acceptance, which conversion Unikmind will, in its sole discretion,
effect by (i) executing one or more market transactions over one or more
Business Days; and/or (ii) applying the market exchange rate available on the
relevant date to funds already available to Unikmind in UK Pounds Sterling,
with all Kape Shareholders falling within the same relevant block of
acceptances electing to use the Currency Facility receiving the benefit of a
conversion at the same exchange rate and with all relevant costs being spread
evenly on a per Kape Share basis amongst such Kape Shareholders, as described
in further detail in paragraph 7 of Part B of Appendix I of the Offer
Document.

General

The percentages of Unikmind Shares referred to in this Announcement are based
on a figure of 428,440,061 Kape Shares in issue and admitted to trading on the
AIM market of the London Stock Exchange, of US$0.0001 each (excluding ordinary
shares held in treasury) pursuant to the Rule 2.9 Announcement made by Kape on
4 April 2023.

Copies of this Announcement, the Offer Document and the Form of Acceptance
will be available free of charge (subject to certain restrictions relating to
persons in Restricted Jurisdictions) on Unikmind's website at
http://www.unikmind-holdings.com/ until the end of the Offer Period. For the
avoidance of doubt, the content of Unikmind's website is not incorporated
into, and does not form part of, this Announcement.

If you have any questions relating to the procedure for acceptance of the
Offer, please telephone the Receiving Agent, Equiniti, on +44 371 384 2050
between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding UK or Isle of Man
public holidays). Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate.

 

Enquiries

HSBC Bank plc (Financial Adviser to Unikmind)

 Julian Wentzel                                   +44 20 7991 8888

 Assaf Shlush

 Andrew Owens

 Alex Thomas
 Sam McLennan / Louis Davies (Corporate Broking)

 Alma PR (PR Adviser to Unikmind)
 Josh Royston                                     +44 20 3405 0205
 Rebecca Sanders-Hewitt                           +44 7780 901 979
 Andy Bryant
 Matthew Young

 Baker & McKenzie LLP is acting as legal adviser to Unikmind.

 

Important Notices

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively as financial
advisor to Unikmind and no one else in connection with the matters referred to
in this Announcement, and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the matters
referred to in this Announcement and is not, and will not be, responsible to
anyone other than Unikmind for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither HSBC nor any of its group undertakings or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of HSBC in connection with this Announcement
or any matter referred to herein.

This Announcement is for information purposes only and is not intended to and
does not constitute or form part of, an offer, invitation or the solicitation
of an 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 in contravention of applicable law.

The Offer will be made solely by the Offer Document (together with, in the
case of Kape Shares in certificated form, the Form of Acceptance, which will
contain the full terms and condition of the Offer, including details of how
the Offer may be accepted. Kape Shareholders should carefully read the Offer
Document (and, if they hold their Kape Shares in certificated form, the Form
of Acceptance) in its entirety before making a decision with respect to the
Offer. Each Kape Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its beneficial
owners) of the Offer.

Overseas Shareholders

The Offer relates to securities in a company which is registered in the Isle
of Man, which is admitted to trading on AIM and is subject to the disclosure
requirements, rules and practices applicable to such companies, which differ
from those of the United States in certain material respects. This document
has been prepared for the purposes of complying with English law, the laws of
the Isle of Man, the AIM Rules and the rules of the London Stock Exchange and
the Code, and the information disclosed may not be the same as that which
would have been disclosed if this document had been prepared in accordance
with the laws of jurisdictions outside the Isle of Man or the United Kingdom.

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom or the Isle of Man may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or the Isle of Man should inform
themselves about, and observe, any applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.

Copies of this Announcement and formal documentation relating to the Offer
shall not be, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction or any jurisdiction where to
do so would violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Offer.

Unless otherwise permitted by applicable law and regulation, the Offer may not
be made, directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders shall be contained in the
Offer Document.

If you are a resident of the United States, please read the following:

The Offer is being made to acquire the securities of Kape, a company
incorporated under the laws of the Isle of Man, and is being made in the
United States in reliance on, and compliance with, the exemption from certain
requirements of Regulation 14E under the US Securities Exchange Act of 1934
afforded by Rule 14d-1(d) thereunder. The Offer shall be made in the United
States by Unikmind and no one else.

The Offer is subject to the disclosure and procedural requirements of the Isle
of Man and the United Kingdom, which differ from those in the United States.
In addition, the payment and settlement procedure with respect to the Offer
shall comply with the relevant Isle of Man and United Kingdom rules, which
differ from United States payment and settlement procedures. Neither the SEC,
nor any securities commission of any state of the United States has approved
the Offer, passed upon the fairness of the Offer or passed upon the adequacy
or accuracy of this document. Any representation to the contrary is a criminal
offence in the United States.

In accordance with normal United Kingdom practice, Unikmind or its nominees,
or its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other securities of Kape
outside of the US, other than pursuant to the Offer, before or during the
period in which the Offer remains opens for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases shall
be disclosed as required by law or regulation in the Isle of Man, the United
Kingdom and the United States, and, shall be reported to a Regulatory
Information Service ("RIS") and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.

Financial information relating to Kape included in this document has been
extracted from Kape's published financial statements, prepared in accordance
with UK adopted international accounting standards (collectively, "IFRS"), and
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

Unikmind and Kape are organised under the laws of the Isle of Man. Some or all
of the officers and directors of Unikmind and Kape, respectively, are
residents of countries other than the United States. In addition, most of the
assets of Unikmind and Kape are located outside the United States. As a
result, it may be difficult for US shareholders of Kape to effect service of
process within the United States upon Unikmind or Kape or their respective
officers or directors or to enforce against them a judgment of a US court
predicated upon the federal or state securities laws of the United States.

Forward Looking Statements

This announcement (including information incorporated by reference in this
document), oral statements made regarding the Offer, and other information
published by Kape, Unikmind or any member of the Wider Unikmind Group contain
statements which are, or may be deemed to be, "forward looking statements".
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which
Unikmind, any member of the Wider Unikmind Group shall operate in the future
and are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements. The
forward looking statements contained in this announcement relate to Unikmind,
any member of the Wider Unikmind Group's future prospects, developments and
business strategies, the expected timing and scope of the Offer and other
statements other than historical facts. In some cases, these forward looking
statements can be identified by the use of forward looking terminology,
including the terms "believes", "estimates", "will look to", "would look to",
"plans", "prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from
those expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither Unikmind or any
member of the Wider Unikmind Group, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward looking statements in this document shall actually occur. Given these
risks and uncertainties, potential investors should not place any reliance on
forward looking statements. The forward looking statements speak only at the
date of this document. All subsequent oral or written forward- looking
statements attributable to any member of the Wider Unikmind Group, or any of
their respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

Unikmind and the Wider Unikmind Group expressly disclaim any obligation to
update such statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new information, future
events 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 p.m.
on the 10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 p.m. 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 p.m. 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 Panel's website at
http://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.

No offer or solicitation

This announcement is for information purposes only and does not constitute a
prospectus or prospectus equivalent document. This announcement is not
intended to and does not constitute, or form part of, any offer or invitation
or the solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise. The
Offer is made solely by the Offer Document (together with, in the case of Kape
Shares in certificated form, the Form of Acceptance), which contains the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. Kape Shareholders should carefully read the Offer Document (and, if
they hold their Kape Shares in certificated form, the Form of Acceptance) in
its entirety before making a decision with respect to the Offer. Any decision
in respect of, or other response to, the Offer should be made only on the
basis of the information in the Offer Document and Form of Acceptance as
applicable.

Publication on Website and Availability of Hard Copies

This Announcement, together with all information incorporated into this
document by reference to another source, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, shall be available
on Unikmind's website at www.unikmind-holdings.com
(http://www.unikmind-holdings.com) by no later than 12 noon (London time) on
the Business Day following this Announcement. For the avoidance of doubt, the
contents of these websites are not incorporated into and do not form part of
this Announcement.

You may request a hard copy of this Announcement and/or any information
incorporated into this Announcement by reference to another source by
contacting the Receiving Agent, Equiniti on +44 371 384 2050. You may also
request that all future documents, announcements and information to be sent to
you in relation to the offer should be in hard copy form. Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Information relating to Kape Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Kape Shareholders, persons with information rights and
other persons for the receipt of communications from Kape may be provided to
Unikmind during the Offer Period as required under Section 4 of Appendix 4 to
the Takeover Code.

 

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