TIDMKAPE
RNS Number : 3547Z
Kape Technologies PLC
14 September 2022
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF KAPE TECHNOLOGIES PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
14 September 2022
Kape Technologies plc
("Kape", the "Group" or the "Company")
Retail Offer by PrimaryBid
Kape (AIM: KAPE), the digital privacy and security software
business , is pleased to announce a conditional offer for
subscription via PrimaryBid (the "Retail Offer") of new ordinary
shares of US$0.0001 each in the Company ("Retail Offer
Shares").
As separately announced yesterday, Kape is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the Company (the "Placing"). The price at which the
Placing Shares are to be placed is 265 pence per share (the
"Placing Price"). The Placing Price represents a discount of 4.6
per cent. to the 30-day volume weighted average price of the
Company's shares on 12 September 2022.
The Retail Offer and the Placing (together "the Fundraising")
are conditional on shareholder approval at the general meeting of
Kape, anticipated to be held on 5 October 2022, in relation to,
among other things, the issue of the Placing Shares and the Retail
Offer Shares referred to above. The Retail Offer and the Placing
are further conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing respectively being
admitted to trading on AIM (" Admission "). Admission is expected
to take place at 8.00 a.m. on 6 October 2022 . The Retail Offer
will not be completed without the Placing also being completed.
The Company intends to use the net proceeds from the Retail
Offer to fund potential acquisition opportunities.
Retail Offer
The Company greatly values its retail investor base and is
therefore pleased to provide private and other investors the
opportunity to participate in the Retail Offer by applying through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. Investors may also be able to subscribe to the
PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their
retail broker, wealth manager or investment platform. PrimaryBid
does not charge investors any commission for these services.
Brokers wishing to offer their customers access to the Retail
Offer, and future PrimaryBid transactions, should contact
partners@primarybid.com.
The Retail Offer, via the PrimaryBid mobile app, will be open to
individual and institutional investors following the release of
this announcement. The Retail Offer is expected to close at 6.00
p.m. BST on Wednesday 14 September 2022 (and in any case no later
than 6.00 p.m. BST on Thursday 15 September 2022). The Retail Offer
may close early if it or the Placing is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company (with a preference to be given to the Company's existing
retail investors), subject to conditions which are available to
view on the PrimaryBid mobile app. There is a minimum subscription
of GBP250 per investor under the terms of the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
It is vital to note that once an application for new Retail
Offer Shares has been made and accepted via PrimaryBid, an
application cannot be withdrawn.
For further information on PrimaryBid, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The new Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing ordinary
shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Details of the Retail Offer
It is a term of the Retail Offer that the total value of new
Ordinary Shares available for subscription at the Placing Price
under (i) the Retail Offer; and (ii) any other offers to the public
in the European Economic Area made as part of or in connection with
the Fundraising and falling within s86(4) of the Financial Services
and Markets Act 2000, does not (in aggregate) exceed the equivalent
of EUR8 million. Accordingly, the Company is not required to
publish (and has not published) a prospectus in connection with the
Retail Offer as it falls within the exemption set out in section
86(1)(e) and 86(4) of the Financial Services and Markets Act 2000.
The Retail Offer is not being made into any jurisdiction where it
would be unlawful to do so.
There is a minimum subscription of GBP250 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
The terms and conditions on which the Retail Offer is made,
including the procedure for application and payment for new
Ordinary Shares, is available to all persons who register with
PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors available on the PrimaryBid mobile
app before making a decision to subscribe for new Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. 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.
The person responsible for arranging for the release of this
announcement on behalf of Kape Technologies plc is Oded Baskind,
CFO.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
Shore Capital, Nominated Advisor, Joint
Broker and Joint Bookrunner
Toby Gibbs / Mark Percy / James Thomas +44 (0)20 7408 4090
Stifel Nicolaus Europe Limited, Joint Broker
& Joint Bookrunner
Alex Price / Brad Topchik / Alain Dobkin +44 (0) 20 7710
/ Richard Short 7600
Barak Capital, Placing Agent (Israel)
Tzvika Manes +972 74 7100 700
Vigo Consulting (Financial Public Relations) +44 (0)20 7390
Jeremy Garcia / Kendall Hill 0237
kape@vigoconsulting.com
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.
Kape has c.7 million paying subscribers, supported by a team of
over 1,000 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
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