Publication of Second Response Document

Kape Technologies PLC

25 April 2023

 

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

FOR IMMEDIATE RELEASE

25 April 2023

Kape Technologies plc 

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

Publication of Second Response Document in respect of the Revised and Final Cash Offer

The independent directors of Kape, being all the directors except Pierre-Etienne Lallia, announce the publication by Kape of a second response document (the "Second Response Document") in respect of the revised offer document published on 20 April 2023 by Unikmind Holdings Ltd ("Unikmind") relating to the revised and final cash offer made by Unikmind for the entire issued and to be issued share capital of the Company not already owned by Unikmind (the "Revised Offer").

The Second Response Document is published in accordance with Rule 32.6 of the City Code on Takeovers and Mergers and will be posted or otherwise made available to Kape shareholders and option holders.

A copy of this announcement and the Second Response Document will be made available on the Company's website at www.kape.com/investors by no later than 12 noon (London time) on 26 April 2023 for the period up to and including the end of the Offer Period.

Defined terms used but not defined in this announcement have the meanings set out in the Second Response Document.

Enquiries:

Kape Technologies Plc Ido Erlichman, Chief Executive Officer Oded Baskind, Chief Financial Officer	via Vigo Consulting
Shore Capital (Joint Financial Adviser (Rule 3), Nominated Adviser & Joint Broker) Simon Fine / Toby Gibbs / Mark Percy / James Thomas / Iain Sexton	[phone]
Citigroup Global Markets Limited  (Joint Financial Adviser) Yishai Fransis / Simon Lindsay / David Ibanez / Robert Farrington	[phone]
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill [e-mail]	[phone]

Shore Capital is providing independent advice to Kape pursuant to Rule 3 of the Takeover Code.

Bryan Cave Leighton Paisner LLP is acting as legal adviser to Kape in connection with the Revised Offer.

About Kape

Kape is a leading 'privacy-first' digital security software provider to consumers. Through its range of privacy and security products, Kape focuses on protecting consumers and their personal data as they go about their daily digital lives.

Kape has c. 7.4 million paying subscribers, supported by a team of over 1,400 people across ten locations worldwide. Kape has a proven track record of revenue and EBITDA growth, underpinned by a strong business model which leverages our digital marketing expertise.

Through its subscription-based platform, Kape has fast established a highly scalable SaaS-based operating model, geared towards capitalising on the vast global consumer digital privacy market.

www.kape.com

Important Notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Shore Capital and Corporate Limited ("Shore Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") is acting as joint financial adviser (Rule 3) for and nominated adviser to Kape and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Kape for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with the Revised Offer, or any other matters referred to in this announcement. Neither Shore Capital nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, the Revised Offer or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the FCA and the PRA, is acting as joint financial adviser for Kape and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Kape for providing the protections afforded to clients of Citi nor for providing advice in connection with the Revised Offer, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Revised Offer or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

A copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Kape's website at www.kape.com/investors by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END