Update from the Independent Directors

RNS Number : 2174R

Kape Technologies PLC

28 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.

28 February 2023

Kape Technologies plc 

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

Update from the Independent Directors

Further to the Company's announcement of 13 February 2023, 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") provide an update to their response to the cash offer from Unikmind Holdings Ltd ("Unikmind") (the "Offer").

The Independent Directors, after consulting with major institutional shareholders, and having been so advised by Shore Capital and Citi, believe that the Offer materially undervalues Kape and its future prospects. In providing its advice, Shore Capital and Citi have taken into account the commercial assessments of the Independent Directors.

Following publication of an Offer Document by Unikmind, the Independent Directors will write to Kape shareholders with their views on the Offer.

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 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 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. 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 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. 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.

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 29 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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