Information  X 
Enter a valid email address

Kape Technologies (KAPE)

  Print   

Tuesday 14 September, 2021

Kape Technologies

Result of Placing & Retail Offer & Notice of GM

RNS Number : 6883L
Kape Technologies PLC
14 September 2021
 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.

 

14 September 2021

Kape Technologies plc

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

Result of US$354 million Placing and US$2.5 million Retail Offer

Notice of General Meeting

 

Multiple times oversubscribed US$354 million placing and US$2.5 million retail offer

Further to its announcement on 13 September 2021, Kape Technologies plc (AIM: KAPE), the digital security and privacy software business, is pleased to announce that it has successfully raised gross proceeds of approximately US$354 million (£256.5 million) pursuant to the Placing and approximately US$2.5 million (c. £1.8 million) pursuant to the Retail Offer (together the "Fundraise"). Conditionally, in aggregate, a total of 76,543,209 new ordinary shares of US$ 0.0001 each ("Ordinary Shares") will therefore be issued pursuant to the Fundraise("Fundraising Shares") at an issue price of 337.5 pence per Fundraising Share ("Placing Price").

 

The Board of Kape is pleased with the very strong response to the Fundraise from new and existing institutional shareholders, including a number of blue-chip institutional investors from the UK, USA, Israel and Asia and through the PrimaryBid retail offer. The Fundraise was multiple times oversubscribed. The net proceeds of the Fundraise will be used to fund the upfront consideration for the acquisition of the ExpressVPN business.

 

Ido Erlichman, Chief Executive Officer of Kape, commented:

"We are delighted with the strong support shown by both new and existing investors which enables us to proceed with our transformational acquisition of ExpressVPN."

Application will be made for the admission of the Fundraising Shares to trading on the AIM market of London Stock Exchange plc ("Admission"). It is expected that Admission will take place at or around 8.00 a.m. (London time) on 4 October 2021. The Fundraising Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing issued Ordinary Shares.

 

Certain of the Company's Directors and PDMRs, being Don Elgie, Ido Erlichman, Moran Laufer, David Cotterell, Martin Blair, Daniel Sagi, Shalev Katav, Yossi Peretz and Ran Greenberg and certain other members of Kape staff, have communicated their intention to participate in the proposed fundraising once the Company is not in a closed period (following the publication of Kape's results for the six months ended 30 June 2021), for an aggregate amount of approximately US$13.0 million in aggregate. A further announcement will be made in due course.

As a reflection of their confidence in the prospects and growth of the combined business under Kape, ExpressVPN's co-founders, Dan Pomerantz and Peter Burchhardt, via their family investment holding companies, both participated in the Placing in the amount of approximately US$ 2.0 million each . This participation will be funded through their own resources and is separate from the consideration the co-founders are receiving from the Acquisition.

Related Party Transaction

Unikmind Holdings Limited ("Unikmind"), a substantial shareholder in the Company, subscribed for 45,941,924 Fundraising Shares, pursuant to the Subscription Agreement, at the Placing Price. Its participation in the Fundraise was a related party transaction under Rule 13 of the AIM Rules. As set out in the Company's announcement of 13 September 2021, the independent directors of Kape (for these purposes being Don Elgie, Ido Erlichman, Moran Laufer, David Cotterell and Martin Blair) considered, having consulted with the Company's nominated adviser, Shore Capital and Corporate Limited, that the terms of the Subscription Agreement were fair and reasonable insofar as the Company's shareholders are concerned. Following Admission, Unikmind will hold 181,338,821 Ordinary Shares, equal to approximately 60.34% of the enlarged total voting rights of the Company.

 

Total Voting Rights

Following Admission of the 76,543,209   Fundraising Shares , the Company's issued share capital will consist of 310,964,694 Ordinary Shares. The Company will hold the 47,782,800 Initial Consideration Shares (as defined in the announcement of the Fundraise dated 13 September 2021) in treasury which, in addition to the existing 9,820,501 Ordinary Shares held in treasury, will mean, following Admission 57,603,301 Ordinary Shares will be held in treasury. The Kape Technologies plc Employee Benefit Trust holds 600,000 Ordinary Shares, the voting rights to which have been waived. Therefore, the total number of voting shares in the Company following Admission will be 300,544,193, which is the figure which should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Ordinary Shares under the FCA's Disclosure and Transparency Rules.

 

General Meeting and Posting of Circular

The Company's existing share issuance authorities are insufficient to allow the issue of the Fundraising Shares and the Consideration Shares. The General Meeting has therefore been convened to seek shareholders' approval to the allotment and issue of such shares. The General Meeting will be convened for 1 October 2021 and a circular (containing notice of general meeting)(the "Circular") is expected to be posted on 15 September 2021.

 

Unikmind has irrevocably agreed to vote in favour of the resolutions to be proposed at the General Meeting to approve the allotment and issue of the Consideration Shares and the Fundraising Shares.

 

 

Enquiries:

 

Kape Technologies plc

Ido Erlichman, Chief Executive Officer

Moran Laufer, Chief Financial Officer

 

via Vigo Consulting

Shore Capital (Nominated Adviser, Joint Broker & Joint Bookrunner)

Simon Fine / Toby Gibbs / Mark Percy / James Thomas / Michael McGloin

 

 

+44 (0)20 7408 4090

Stifel (Joint Broker & Joint Bookrunner)

Alex Price / Brad Topchik / Alain Dobkin / Richard Short

 

+44 (0) 20 7710 7600

Vigo Consulting (Financial Public Relations)

Jeremy Garcia / Antonia Pollock

[email protected]

+44 (0)20 7390 0237

 

About Kape

 

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

To date, Kape has over 2.7 million paying subscribers, supported by a team of over 430 people across eight 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

Twitter LinkedIn

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
ROIFIFEEAFISLIL

a d v e r t i s e m e n t