REG - Unikmind Holdings Kape Technologies - Cash Offer Increased And Declared Final

Kape TechnologiesAnnouncement

20/04/2023 07:00

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RNS Number : 8869W  Unikmind Holdings Limited  20 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

20 April 2023

OFFER

for

KAPE TECHNOLOGIES PLC

by

UNIKMIND HOLDINGS LIMITED

 

CASH OFFER INCREASED AND DECLARED FINAL

Introduction

The Board of Unikmind Holdings Limited ("Unikmind") (the "Unikmind Board") is
pleased to announce the terms of the Increased and Final Offer for the
acquisition of the entire issued and to be issued share capital of Kape not
already held by Unikmind.

On 13 February 2023, 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 "Original
Offer") at a price of US$3.44 per share.

The offer document containing the full terms of, and conditions to, the
Original Offer (the "Original 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 Original Offer Document.

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

The Unikmind Board confirmed that the regulatory conditions to the Original
Offer were satisfied in an announcement published on 30 March 2023.

Cash Offer Increased and Declared Final and Acceptance Update

Under the terms of the Increased and Final Offer, Kape Shareholders will be
entitled to receive:

US$3.60 in cash for each Kape Share (the "Increased and Final Offer")

which based on the Revised Offer Exchange Rate is equivalent to 290 pence per
Kape Share

A revised offer document (the "Revised Offer Document") containing details of
the terms and conditions of the Increased and Final Offer, together with the
Form of Acceptance, will be published and posted to Kape Shareholders on 21
April 2023.

The Unikmind Board is also pleased to announce that Daniel Pomerantz and Peter
Burchhardt, the founders of ExpressVPN, and their connected persons, being the
indirect holders of in aggregate approximately 11.59 per cent. of Kape's
issued share capital, have provided irrevocable commitments to accept the
Increased and Final Offer and vote in favour of a Delisting of Kape (including
by way of a written resolution) if requested by Unikmind (the "ExpressVPN
Irrevocable Commitments").

Furthermore, Ariel Hochstadt and Ran Greenberg, the founders of Webselenese,
being the holders of in aggregate approximately 1.33 per cent. of Kape's
issued share capital, have provided irrevocable commitments to accept the
Increased and Final Offer and vote in favour of a Delisting of Kape (including
by way of a written resolution) if requested by Unikmind (the "Webselenese
Irrevocable Commitments", together with the ExpressVPN Irrevocable
Commitments, the "Irrevocable Commitments").

Further details of the Irrevocable Commitments are set out in Appendix I to
this Announcement.

As at 18 April 2023, being the date of the last Acceptance Level Announcement
published by Unikmind, Unikmind had received acceptances in respect of 160,678
Kape Shares, representing approximately 0.03 per cent. of Kape's issued share
capital. So far as Unikmind is aware, none of these acceptances had been
received from persons acting in concert with Unikmind (although it is noted
that following the last Acceptance Level Announcement, Mr. Pierre Lallia
accepted the Original Offer with respect of his 15,000 shares on 18 April
2023). Therefore, with the Kape Shares that it already held and with the
aforementioned acceptances, Unikmind, and persons acting in concert with it,
had acquired or agreed to acquire pursuant to the Offer or otherwise 54.22 per
cent. of Kape Shares.

Following today's Announcement, Unikmind is pleased to announce that it has
received valid acceptances or irrevocable commitments to accept the Increased
and Final Offer in respect of 55,612,425 Kape Shares, representing
approximately 12.97 per cent. of the issued ordinary share capital of Kape,
which Unikmind may count 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 received irrevocable commitments in
respect of, has acquired or agreed to acquire pursuant to the Increased and
Final Offer or otherwise 67.15 per cent. of Kape Shares.

As such, at the date of this Announcement, Unikmind, and persons acting in
concert with it, now require acceptances in respect of 12,210,910 Kape Shares,
representing approximately 2.85 per cent. of the issued ordinary share capital
of Kape before it can declare the Increased and Final Offer has become
unconditional.

As previously stated, it is Unikmind's intention to requisition a general
meeting of Kape to seek to pass a resolution to delist Kape from AIM as soon
as reasonably practicable.

Such a Delisting would significantly reduce the liquidity and marketability of
any Kape Shares in respect of which the Increased and Final Offer has not been
accepted at that time and their value may be affected as a consequence. Any
remaining Kape Shareholders would become minority shareholders in a privately
controlled unlisted company and may be unable to sell their Kape Shares and
there can be no certainty that any dividends or other distributions will be
made by Kape in respect of future financial periods, or that the Kape
Shareholders shall again be offered as much for the Kape Shares held by them
as under the Increased and Final Offer.

Accordingly, Unikmind urges shareholders to accept the Increased and Final
Offer immediately.

Increased and Final Offer terms

The Revised Offer Exchange Rate is the exchange rate of £1:US$1.2430 as at
00:00 BST on 20 April 2023 as derived from data provided by Bloomberg. The
Increased and Final Offer is equivalent to 290 pence per Kape Share at the
Revised Offer Exchange Rate. Any Kape Shareholder electing to be paid their
consideration in pounds Sterling should be aware that the amount per Kape
Share received may, depending on the prevailing exchange rate at the relevant
time, result in a payment below or above 290 pence.

The Increased and Final Offer values the entire issued and to be issued share
capital of Kape at approximately US$ 1.58 billion, which is equivalent to
£1.27 billion at the Revised Offer Exchange Rate.

The Increased and Final Offer of US$3.60 for each Kape Share (the "Increased
and Final Offer Price"), being equivalent to 290 pence per Kape Share based on
the Revised Offer Exchange Rate, represents a premium of approximately:

·    4.7 per cent. to the Original Offer of US$3.44 as announced on 13
February 2023;

·    11.4 per cent. to the Closing Price per Kape Share of 260 pence on 10
February 2023 (being the last Business Day prior to the publication of the 2.7
Announcement);

·    9.3 per cent. to the price per Kape Share of 265 pence at which Kape
undertook its US$222.5 million equity placing in October 2022;

·    26.5 per cent. to the Closing Price per Kape Share of 229 pence on 8
December 2022 (being the day before the Initial Price Proposal was made to
Kape); and

·    14.0 per cent. to the volume-weighted average price per Kape Share of
254 pence for the last three months to 10 February 2023 (being the last three
months prior to the publication of the 2.7 Announcement).

Under the Increased and Final Offer, the Increased and Final Offer Price will
be payable in US$. Unikmind has established a Currency Facility which will be
made available such that Kape Shareholders are able to elect to receive their
Increased and Final Offer consideration in pounds Sterling instead of US$
(after deduction of any transaction or dealing costs associated with the
conversion) at the applicable market exchange rate. Further details of the
Currency Facility are set out in this Announcement.

Unikmind believes the Increased and Final Offer provides attractive liquidity
and represents a compelling opportunity for Kape Shareholders to realise the
value of their holdings before Kape is potentially taken private.

The Increased and Final Offer is extended to all issued Kape Shares not held
by Unikmind and any further Kape Shares which are unconditionally allotted or
issued and fully paid before the Increased and Final Offer closes.

If any dividend, distribution or other return of value is authorised,
declared, made or paid in respect of Kape Shares on or after the date of the
2.7 Announcement, the Increased and Final Offer Price shall be reduced by the
amount of any such dividend, distribution or other return of value. In such
circumstances, Kape Shareholders shall be entitled to retain any such
dividend, distribution, or other return of value declared, made or paid.

The Kape Shares will be acquired pursuant to the Increased and Final Offer
fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or interests
together with all rights attaching thereto including, without limitation, the
right to receive all dividends and other distributions (if any) announced,
declared, made or paid after the date of the 2.7 Announcement.

The Unikmind Board has declared that the financial terms of the Increased and
Final Offer are now final. As a result, Unikmind will not be permitted to
further increase the Increased and Final Offer.

The Increased and Final Offer remains subject to the satisfaction or, where
applicable, waiver of the Conditions set out in the Original Offer Document,
including the Acceptance Condition, which, as at the date of this Announcement
remains outstanding. Subject to the satisfaction or (if permitted) waiver of
the Acceptance Condition, it is expected that the Offer will become or be
declared unconditional during the second quarter of 2023.

The cash consideration payable to Kape Shareholders by Unikmind under the
terms of the Increased and Final Offer (and any related fees, costs and
expenses) will be funded by Unikmind through cash on balance sheet and debt
financing arrangements comprising: (i) a US$123,910,000 equity injection that
was provided to Unikmind by Mr. Teddy Sagi by way of a subordinated
shareholder loan; (ii) a US$267,000,000 facility to Unikmind by the lenders
party thereto as documented in a facility agreement arranged by HSBC Private
Bank (Suisse) SA and as amended by an amendment letter dated the date hereof,
which is personally guaranteed by Mr. Teddy Sagi; and (iii) two bridge
facilities of US$277,250,000 and US$75,000,000 to Unikmind by the lenders
party thereto as documented in a facility agreement arranged by HSBC Bank plc
and as amended by an amendment letter dated the date hereof.

HSBC, as financial adviser to Unikmind, is satisfied that sufficient cash
resources are available to Unikmind to enable it to satisfy in full the cash
consideration payable to Kape Shareholders under the terms of the Increased
and Final Offer.

Unconditional Date

The Increased and Final Offer will initially remain open for acceptance until
1.00 p.m. (London time) on 5 May 2023.

Procedure for acceptance of the Increased and Final Offer

Kape Shareholders who have previously accepted the Original Offer (and have
not withdrawn those acceptances) will automatically be deemed to have accepted
the terms of the Increased and Final Offer by virtue of their prior
acceptances and therefore need not take any further action. Subject to the
Increased and Final Offer becoming or being declared unconditional, such Kape
Shareholders will receive the Increased and Final Offer Price in respect of
their Kape Shares.

 

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

 

·    To accept the Increased and Final 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 Increased and Final 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
Increased and Final Offer who holds their Kape Shares will receive the
consideration payable to them under the Increased and Final Offer in US$. Kape
Shareholders may elect, by appropriately completing and returning the Form of
Acceptance or by making the relevant TTE instruction through CREST (as
applicable), to make use of a currency facility (the "Currency Facility") to
have the consideration payable to them under the Increased and Final Offer
paid in UK Pounds Sterling. By electing to utilise the Currency Facility, Kape
Shareholders may direct Unikmind to convert and then remit to them (net of
costs) the US$ 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 Original Offer Document.

General

Copies of this Announcement, the Revised Offer Document, the Original 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
Increased and Final 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 Increased and Final Offer will be made solely by the Revised 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
Increased and Final Offer, including details of how the Increased and Final
Offer may be accepted. Kape Shareholders should carefully read the Revised
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 Increased and Final 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 Increased and Final Offer.

Overseas Shareholders

The Increased and Final 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 Increased and Final 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 Increased
and Final 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 Increased and Final Offer.

Unless otherwise permitted by applicable law and regulation, the Increased and
Final 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 Increased and Final
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
Revised Offer Document.

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

The Increased and Final 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 Increased and Final 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 Increased and Final 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 Increased and Final Offer,
passed upon the fairness of the Increased and Final 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 Increased and Final Offer,
before or during the period in which the Increased and Final 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 Increased and Final 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
Increased and Final Offer is made solely by the Revised 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 Increased and
Final Offer, including details of how the Increased and Final Offer may be
accepted. Kape Shareholders should carefully read the Revised 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
Increased and Final Offer. Any decision in respect of, or other response to,
the Increased and Final Offer should be made only on the basis of the
information in the Revised 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.

 

Appendix I - Further details of the Irrevocable Commitments

ExpressVPN Founders

Unikmind has received irrevocable commitments to accept the Increased and
Final Offer from Barnyard Investments Limited, Peter Burchhardt's holding
vehicle and Adage Holdings LLC and Pintando Holdings Ltd, the holding vehicles
of Daniel Pomerantz's family (Peter Burchhardt and Daniel Pomerantz being the
ExpressVPN Founders), together being the indirect holders of, in aggregate,
49,696,456 Kape Shares, representing approximately 11.59 per cent. of Kape's
issued share capital (the "ExpressVPN Irrevocable Commitments").

The ExpressVPN Irrevocable Commitments also include an undertaking to vote in
favour of any Delisting resolution (including by way of a written resolution),
if requested by Unikmind (of potential relevance should such a Delisting
resolution be proposed prior to the transfer of the shares of the Express VPN
Founders' shares pursuant to the Increased and Final Offer).

The ExpressVPN Irrevocable Commitments shall lapse if the Increased and Final
Offer lapses, terminates or is withdrawn in accordance with its terms.

Webselenese Founders

In addition, Unikmind has received irrevocable commitments to accept the
Increased and Final Offer from Ariel Hochstadt and Ran Greenberg, the founders
of Webselenese and holders of in aggregate, 5,740,291 Kape Shares,
representing approximately 1.33 per. cent of Kape's issued share capital (the
"Webselenese Irrevocable Commitments").

The Webselenese Irrevocable Commitments also include an undertaking to vote in
favour of any Delisting resolution (including by way of a written resolution),
if requested by Unikmind (of potential relevance should such a Delisting
resolution be proposed prior to the transfer of the shares of the Express VPN
Founders' shares pursuant to the Increased and Final Offer).

The Webselenese Irrevocable Commitments shall lapse if the Increased and Final
Offer lapses, terminates or is withdrawn in accordance with its terms.

Total Irrevocable Commitments

Therefore, Unikmind has received irrevocable commitments to accept the
Increased and Final Offer in respect of, in aggregate, 55,436,747 Kape Shares,
representing approximately 12.93 per cent. of the existing issued ordinary
share capital of Kape (excluding treasury shares) as at the Latest Practicable
Date.

 

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