TIDMKAPE
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 GBP1: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 "Original Offer 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 GBP1: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 via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital (Joint Financial Adviser (Rule 3)
, Nominated Adviser & Joint Broker)
Simon Fine / Toby Gibbs / Mark Percy / James Thomas +44 (0)20 7408
/ Iain Sexton 4090
Citigroup Global Markets Limited (Joint Financial
Adviser)
Yishai Fransis / Simon Lindsay / David Ibanez +44 (0)20 7986
/ Robert Farrington 4000
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kendall Hill +44 (0)20 7390
kape@vigoconsulting.com 0237
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 +44 (0)20 7638 0129 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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END
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