Unikmind Holdings Kape Technologies - Supplement to Offer Document
13/03/2023 09:03
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RNS Number : 7403S Unikmind Holdings Limited 13 March 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
13 March 2023
CASH OFFER
for
KAPE TECHNOLOGIES PLC
by
UNIKMIND HOLDINGS LIMITED
Supplement to the Additional Information Section of the Offer Document
Following the offer document published on 6 March 2023 (the "Offer Document")
by Unikmind Holdings Limited ("Unikmind") in connection with the cash offer
made for Kape Technologies plc ("Kape"), Unikmind wishes to update Appendix V
as set out below.
Paragraph 4(b) "Interests and Dealings in Kape" of Appendix V "Additional
Information" which appears at page 70 of the Offer Document should be updated
such that the disclosure that was included in paragraph 4(b) should be
re-numbered as sub-paragraph 4(b)(i), with the disclosure of dealings becoming
sub-paragraph 4(b)(ii). Each of sub-paragraphs 4(b)(i) and 4(b)(ii) are
included in this announcement for completeness.
Revised paragraph 4(b) of Appendix V "Additional Information" of the Offer
Document:
(b) Interests and Dealings in Kape
(i) As at the close of business on 2 March 2023 (being the last
practicable date prior to the publication of this Offer Document, the "Latest
Practicable Date"), Mr. Pierre Lallia is acting in concert with Unikmind and
holds 15,000 Kape Shares. Mr. Lallia is a director of Kape appointed to his
role by Unikmind and is a director of Globe Invest UK Ltd, an affiliate of Mr.
Teddy Sagi.
Name: Number of Approximate percentage of existing issued
Kape Shares: share capital:
Unikmind 232,288,281 54.24%*
Mr. Pierre Lallia 15,000 0.00%
HSBC Bank plc 0 0.00%
*Note: the percentage interest of Unikmind Holdings Limited in Kape
Technologies plc as disclosed in this Announcement is lower than the
percentage interest published in the Rule 2.7 Announcement made on 13th
February 2023 (due to the inclusion of 4,000,000 shares held in Employee
Benefit Trust as part of the total issued share capital) and in the Offer
Document published on 6 March 2023 (because of the exercise of certain
employee options), as clarified by way of Unikmind's announcement on 8 March
2023.
(ii) As at the Latest Practicable Date, the following dealings in
relevant securities of Kape by Unikmind, any of the directors of Unikmind, and
persons acting in concert with Unikmind and persons with whom Unikmind or any
person acting in concert with Unikmind (as the case may be) has an
arrangement, have taken place during the Disclosure Period:
Unikmind
During the period beginning on the Disclosure Date and ending on the Latest
Practicable Date, the following dealings in Kape Shares by Unikmind took
place:
Date: Nature of dealing: Number of Kape shares dealt: Price per Kape share (pence):
22 March 2022 Buy 2,250,000 380.00
22 September 2022 Buy 118,000 269.75
23 September 2022 Buy 11,000 266.85
3 October 2022 Buy 38,928,946 265.00
3 October 2022 Buy 330,000 265.00
Mr. Pierre Lallia
During the period beginning on the Disclosure Date and ending on the Latest
Practicable Date, the following dealings in Kape Shares by Mr. Pierre Lallia
took place:
Date: Nature of dealing: Number of Kape shares dealt: Price per Kape share (pence):
3 October 2022 Buy 15,000 265.00
Save as disclosed above, there have been no dealings in relevant securities of
Kape by persons acting in concert with Unikmind.
"Disclosure Period" means the period starting on 13 February 2022 (the date 12
months prior to the date of the start of the Offer Period) and ending on the
Disclosure Date (close of business on 2 March 2023).
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)
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.
The Offer made by Unikmind to acquire the issued and to be issued share
capital of Kape not already held by Unikmind (the "Offer") is made solely by
Offer Document together with, in the case of Kape Shares in certificated form,
the Form of Acceptance, which 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.
This Announcement is for information purposes only and supplements the Offer
Document 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.
If you are in any doubt about the contents of this Announcement or the action
you should take in relation to the Offer, 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.
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
Announcement 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 Announcement 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 are 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 Announcement. 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.
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 Announcement. 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.
Publication on Website and Availability of Hard Copies
This Announcement, 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 this website are not incorporated
into and do not form part of this Announcement.
You may request a hard copy of this Announcement 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.
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