REG - Unikmind Holdings Kape Technologies - Update on Increased and Final Offer

Kape TechnologiesAnnouncement

26/04/2023 07:15

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RNS Number : 5163X  Unikmind Holdings Limited  26 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

26 April 2023

INCREASED AND FINAL CASH OFFER

for

KAPE TECHNOLOGIES PLC

by

UNIKMIND HOLDINGS LIMITED

 

UPDATE ON INCREASED AND FINAL CASH OFFER

Introduction

Reference is made to the announcement published on 20 April 2023 by Unikmind
Holdings Limited ("Unikmind") (the "Increased and Final Offer Announcement")
that it had increased the price of the offer for the entire issued and to be
issued share capital of Kape Technologies plc ("Kape") not already held by
Unikmind to US$3.60 per share, and that this increase was final (the
"Increased and Final Offer").

The offer document containing the full terms of, and Conditions to, the
Increased and Final Offer (the "Increased and Final Offer Document") was
published and posted to Kape Shareholders on 21 April 2023.

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

A response to the Increased and Final Offer from the independent directors of
Kape was published on 21 April 2023.

Acquisition of further Kape Shares

Unikmind is pleased to confirm that on 25 April 2023 it acquired in aggregate
11,976,161 Kape Shares at a price of US$3.60, representing 2.79 per cent. of
the existing issued ordinary share capital of Kape (excluding treasury
shares).

Therefore, taken together with the Kape Shares that it already holds,
Unikmind, and persons acting in concert with it, has acquired or agreed to
acquire pursuant to the Increased and Final Offer or otherwise 76.22 per cent.
of Kape Shares.

In addition, with respect to the irrevocable commitments announced on 20 April
2023, 11,903,583 of the Kape Shares to which such irrevocable commitments
relate (representing approximately 2.77 per cent. of the issued share capital
of Kape, excluding treasury shares) are in respect of certificated shares
which are yet to be accepted into the Increased and Final Offer for logistical
reasons. For the avoidance of doubt, such irrevocable commitments remain in
force.

As at the date of this Announcement, Unikmind is therefore interested in, or
has received acceptances in respect of, approximately 76.22 per cent. of the
existing issued ordinary share capital of Kape and has irrevocable commitments
with respect to a further approximately 2.77 per cent., thus totalling
approximately 79.00 per cent., in each case excluding treasury shares.

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.

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