Response to Revised and Final Cash Offer

RNS Number : 8884W

Kape Technologies PLC

20 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 OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

20 April 2023

Kape Technologies plc 

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

Response to Revised and Final 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 of a revised, improved and final 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$3.60 per share, (the "Revised Offer Price" and the "Revised Offer"). The Revised Offer Price is indicatively equivalent to 290 pence per Kape share based on the exchange rate of £1:US$1.2430 as at 20 April 2023 as derived from data provided by Bloomberg ("Revised Offer Exchange Rate").  

The Revised Offer represents (at the Revised Offer Exchange Rate) a premium of:

· 26.5 per cent. to the closing price of 229 pence per Ordinary Share on 8 December 2022 (being the day before the Initial Price Proposal (as defined in the Rule 2.7 announcement of 9 December 2022) was made to Kape); and

· 11.4 per cent. to the Closing Price of 260 pence per Ordinary Share on 10 February 2023 (being the day before Unikmind made a cash offer at US$3.44 per share (the "OriginalOffer Price") for the entire issued and to be issued ordinary share capital of Kape not already held by it (the "Offer").

The Original Offer Price was indicatively equivalent to 277 pence per ordinary share based on the Revised Offer Exchange Rate of £1:US$1. 2430 . The Revised Offer Price therefore represents an indicative improvement in the Offer of 13 pence per ordinary share based on the Revised Offer Exchange Rate .

Further details of the Offer were set out in the offer document sent by Unikmind to Kape's shareholders on 6 March 2023. The Independent Directors note that Unikmind intends to publish a revised offer document on 21 April 2023 giving further details of the Revised Offer.

On 20 March 2023, the Company published a response document ("First Response Document") to Kape Shareholders, noting that the Independent Directors, having been so advised by Shore Capital and Citi on the financial terms of the Offer, believed that the Offer price of $3.44 for each Kape Share materially undervalued Kape and its future prospects.

The Independent Directors, advised by Citi and Shore Capital, have explored alternatives to the Offer to realise greater value for shareholders and the Company has spoken to third parties in order to gauge their interest in making an alternative offer for the Company. Any such alternative offer would almost certainly require the approval of the majority shareholders of Kape and there is no certainty that Unikmind (which is the majority shareholder of Kape) would support any such proposal even if it were to be recommended by the Independent Directors. Despite interest, no firm proposal from a third party has been received and the Company is no longer in discussions with any third party.

View of the Independent Directors

The Independent Directors, having been so advised by Shore Capital and Citi on the financial terms of the Revised Offer, are of the view that the Revised Offer undervalues Kape and its future prospects. In providing their advice, Shore Capital and Citi have taken into account the commercial assessments of the Independent Directors.

Position of Dan Pomerantz

As set out in the announcement made by Unikmind, Dan Pomerantz, one of the Independent Directors, who is beneficially interested in 25,375,642 Ordinary Shares (c.5.92% of the total issued share capital of Kape (excluding ordinary shares held in treasury) ("Issued Share Capital")), Peter Burchhardt, who is beneficially interested in 24,320,814 Ordinary Shares (c.5.67% of Kape's Issued Share Capital), Ran Greenberg, who is beneficially interested in 2,870,145 Ordinary Shares (c.0.67% of Kape's Issued Share Capital) and Ariel Hochstadt, who is beneficially interested in 2,870,146 Ordinary Shares (c.0.67% of Kape's Issued Share Capital) have irrevocably undertaken to accept the Revised Offer.

Whilst Dan Pomerantz continues to believe that the intrinsic value of Kape is higher than the monetary value ascribed to it by the Revised Offer, he has concluded that, given his substantial interest in Kape and the value of that interest, any opportunity to exit that interest in full in the future will be severely reduced if either the Revised Offer is successful and Unikmind is able to delist Kape from AIM, or if the Revised Offer does not proceed and Kape remains as a listed entity with Unikmind retaining its controlling interest. Accordingly, and when balancing the additional increase in the Revised Offer Price of US$3.60 against the original Offer price of US$3.44 with the limited liquidity in the stock and the risks associated with a potential de-listing, he has decided to accept the Revised Offer. 

Other considerations

Unikmind will declare the Revised Offer unconditional if it reaches a level of acceptances that, when aggregated with the Kape Shares already held by Unikmind (together with any Kape Shares acquired or agreed to be acquired by Unikmind), represents Kape Shares carrying in aggregate at least 70% of the voting rights exercisable at a general meeting of Kape. Taking account of the intentions of Dan Pomerantz, Peter Burchhardt, Ran Greenberg and Ariel Hochstadt and Unikmind's existing holding of Kape Shares, Unikmind has now holds or has received acceptances and irrevocable commitments in respect of not less than 287,900,706 Ordinary Shares, equal to c.67.15 % of Kape's Issued Share Capital.

In the First Response Document, the Independent Directors set out that if Unikmind was to be successful in passing a delisting resolution in respect of Kape and Kape ceased to be admitted to trading on AIM, Shareholders who had not accepted the Offer would own shares in an unlisted company and, as minority shareholders, would not be afforded the same level of protection as was afforded to them whilst Kape remained admitted to trading on AIM, including in relation to the upstreaming of funds from Kape to Unikmind. Consequently, the liquidity, marketability and realisable value of Kape Shares would likely be adversely affected and Shareholders' ability to dispose of their Kape Shares would likely be materially reduced.

For this reason, the Independent Directors remain of the view that were Unikmind to become successful in obtaining sufficient voting rights in Kape to make the passing of a delisting resolution likely, Kape Shareholders would have to seriously consider accepting the Revised Offer. Kape Shareholders who anticipate realising greater value in their Kape Shares in the future, whilst recognising and being willing to accept the risks associated with remaining as an investor in an unlisted company controlled by Unikmind, may wish to remain as shareholders in Kape in the event that Unikmind is successful in obtaining sufficient voting rights in Kape to make the passing of a delisting resolution likely.

The Independent Directors will write to Kape shareholders formally with their views on the Revised Offer shortly.

The Independent Directors, excluding Dan Pomerantz, who are beneficially interested in 947,375 Kape Shares in aggregate, representing approximately 0.22 per cent. of Kape's Issued Share Capital, do not intend to accept the Revised Offer in respect of such Kape Shares at this time.

 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 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 is acting as joint financial adviser (Rule 3) 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. Shore Capital has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

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 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. Citi has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Relevant securities in issue

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, Kape (AIM: KAPE), the consumer security software business, confirms that as at today's date, it has in issue and admitted to trading on the AIM market of the London Stock Exchange, 428,730,880 ordinary shares of US$0.0001 each (excluding ordinary shares held in treasury). The Company holds 2,543,924 Ordinary Shares in treasury and the Kape Technologies plc Employee Benefit Trust holds 4,000,000 Ordinary Shares, the voting rights to which have been waived. The total number of shares attracting voting rights is therefore 424,730,880. 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 21 April 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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