Response to Cash Offer

RNS Number : 6491P

Kape Technologies PLC

13 February 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 OF SUCH JURISDICTION.

13 February 2023

Kape Technologies plc 

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

Response to Cash Offer

The independent directors of Kape, being all of the directors of Kape except Pierre Lallia, who is a nominee of Unikmind Holdings Ltd (the "Independent Directors") note the announcement by Unikmind Holdings Ltd ("Unikmind") made earlier today under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") of a cash offer to acquire the entire issued and to be issued share capital of the Company not already held by Unikmind at a price of US$3.44, being equivalent to 285 pence per Kape share based on the exchange rate of £1:US$1.2058 as at 21:59 UKT on 10 February 2023 as derived from data provided by Bloomberg ("Announcement Exchange Rate") (the "Offer").  

Unikmind is a company incorporated in the Isle of Man and wholly-owned by Mr. Teddy Sagi, and the holder of approximately 54.8% of the issued ordinary shares of Kape.

Unikmind first approached the Company on 9 December 2022 with a proposal to make an offer for the Company at 265 pence per share. Having carefully considered this proposal, the Independent Directors rejected it as offering insufficient value to shareholders. However, the Independent Directors did agree, on Unikmind entering into a non-disclosure agreement ("NDA") which, inter alia, included a standstill provision precluding Unikmind from buying Kape shares in the market until the earlier of (i) the date on which Kape announces its full year results for the twelve months ended 31 December 2022 and (ii) 31 March 2023 ("NDA Standstill"), to provide to Unikmind access to certain limited information about the business and its prospects in order to encourage a higher offer from Unikmind.

On 13 January 2023, Unikmind made a revised proposal to the Independent Directors at the US$ equivalent of 285 pence per ordinary share. In light of the stated intention of Unikmind to seek a delisting of the Company regardless of the outcome of the Offer, and the ability of Unikmind to acquire further Kape shares without constraint once the NDA Standstill expires, the Independent Directors believe that it was in the interests of shareholders for the Company to grant Unikmind a partial standstill release from the NDA Standstill to allow Unikmind's proposal to be presented to Kape shareholders for their consideration. 

After consultation with shareholders, the Independent Directors will write to Kape shareholders with their views on the Offer in due course. In the meantime, shareholders are urged to take no action.

Enquiries:

Kape Technologies Plc Ido Erlichman, Chief Executive Officer Oded Baskind, Chief Financial Officer	via Vigo Consulting
Shore Capital (Joint Financial Adviser, 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 Ibáez / Robert Farrington	[phone]
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill [e-mail]	[phone]

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 is acting as joint financial adviser and nominated advisor 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 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 Offer or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("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 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 Offer or otherwise.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Kape confirms that as at today's date, it has in issue and admitted to trading on the AIM Market of the London Stock Exchange 428,002,676 ordinary shares of US$0.0001 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is IM00BQ8NYV14.

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).

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 14 February 2023. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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