TIDMKAPE
RNS Number : 5693Z
Kape Technologies PLC
15 September 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
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PEOPLE'S REPUBLIC OF CHINA ("HONG KONG") OR IN OR INTO 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, NEW ZEALAND, HONG KONG 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. IN
ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
15 September 2022
Kape Technologies plc
("Kape", the "Company" or the "Group")
Result of US$220 million Placing and US$2.5 million Retail
Offer
Notice of General Meeting
Significantly oversubscribed and upscaled US$220 million placing
and US$2.5 million retail offer
Placing attracted strong demand from both new and existing
shareholders in the UK, Europe and Israel
Kape Technologies plc (AIM: KAPE), the digital security and
privacy software business, is pleased to announce that it has
successfully raised gross proceeds of US$220 million (c. GBP188
million) pursuant to the Placing and approximately US$2.5 million
(c. GBP2.14 million) pursuant to the Retail Offer (together the
"Fundraise"). Conditionally, in aggregate, a total of 71,762,618
new ordinary shares of US$ 0.0001 each ("Ordinary Shares") will
therefore be issued pursuant to the Fundraise ("Fundraising
Shares") at an issue price of 265 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, Europe and Israel, and through the PrimaryBid retail offer. The
Fundraise was significantly oversubscribed.
The net proceeds of the Fundraise are intended to be used to
accelerate the Group's growth through acquisitions, the Board of
Kape believing that global market conditions have given rise to a
number of highly attractive potential acquisition opportunities at
compelling valuations.
Words and expressions defined in the placing announcement on 13
September 2022 shall have the same meaning in this
announcement.
Ido Erlichman, Chief Executive Officer of Kape, commented:
"We are delighted to have received such a strong endorsement of
both our business and our growth strategy from new and existing
shareholders. We have worked extremely hard to create the largest
pure-play digital privacy software provider globally but believe we
have much more that we can accomplish.
This fresh injection of capital will help us accelerate our
organic growth plans alongside capitalising on potential
acquisition opportunities.
I look forward to updating all our key stakeholders on our
ongoing progress as we seek to fully exploit our market-leading
position, from which we provide our 7 million customers with
cutting edge digital privacy and security solutions."
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 Admissio n will take place at or
around 8.00 a.m. (London time) on 5 October 2022. 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 .
Director and Management Participation in the Placing
Ido Erlichman, Chief Executive Officer of the Company, has
subscribed for 34,110 Placing Shares, representing a GBP90,391.50
investment in the Company. Following Admission, Mr. Erlichman will
have a total beneficial interest in 550,000 Ordinary Shares,
representing approximately 0.13% of the enlarged issued share
capital of the Company.
Oded Baskind, Chief Financial Officer of the Company, has
subscribed for 15,100 Placing Shares, representing a GBP40,015
investment in the Company. Following Admission, Mr. Baskind will
have a total beneficial interest in 15,100 Ordinary Shares.
Martin Blair, Non-Executive Director of the Company, has
subscribed for 10,000 Placing Shares, representing a GBP26,500
investment in the Company. Following Admission, Mr. Blair will have
a total beneficial interest in 57,750 Ordinary Shares, representing
approximately 0.01% of the enlarged issued share capital of the
Company.
Dan Pomerantz, Non-Executive Director of the Company, has
subscribed for 322,528 Placing Shares, representing a GBP854,699.20
investment in the Company. Following Admission, Mr. Pomerantz will
have a total beneficial interest in 24,165,514 Ordinary Shares,
representing approximately 5.71% of the enlarged issued share
capital of the Company.
Pierre Lallia, Non-Executive Director of the Company, has
subscribed for 15,000 Placing Shares, representing a GBP39,750
investment in the Company. Following Admission, Mr. Lallia will
have a total beneficial interest in 15,000 Ordinary Shares.
Other Company employees have subscribed for, in aggregate,
195,144 Placing Shares, representing a GBP517,131.60 investment in
the Company.
Related Party Transaction
Unikmind Holdings Limited ("Unikmind"), a substantial
shareholder in the Company, has subscribed for 38,928,946 Placing
Shares, including pursuant to the Subscription Agreement, at the
Placing Price. The participation of Unikmind and Pierre Lallia,
Unikmind's representative on the board of Kape, in the Fundraise
are related party transactions under Rule 13 of the AIM Rules. As
set out in the Company's announcement of 13 September 2022, the
independent directors of Kape (for these purposes being Don Elgie,
Ido Erlichman, Oded Baskind, David Cotterell, Martin Blair and Dan
Pomerantz) consider, having consulted with the Company's nominated
adviser, Shore Capital and Corporate Limited, that the terms of the
Subscription Agreement, and Mr Lallia's participation in the
Placing, were fair and reasonable insofar as the Company's
shareholders are concerned. Following Admission, Unikmind will hold
229,579,291 Ordinary Shares, equal to approximately 54.25 % of the
enlarged total voting rights of the Company.
Total Voting Rights
Following Admission of the 71,762,618 Fundraising Shares, the
total number of voting rights in the Company will be 423,212,336,
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.
The Company holds 4,062,469 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.
Therefore, the Company's total issued share capital following
Admission will be 431,274,805 Ordinary Shares of US$0.0001
each.
General Meeting and Posting of Circular
The Company's existing share issuance authorities are
insufficient to allow the issue of the Fundraising Shares. A
general meeting will therefore be convened to seek shareholders'
approval to the allotment and issue of such shares (the "General
Meeting"). The General Meeting will be convened for 10.00am BST on
3 October 2022 and a circular containing notice of the General
Meeting is expected to be posted to shareholders today.
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 Fundraising Shares.
Exchange Rate
An exchange rate of US$1.17:GBP1.00 has been used in this
announcement, consistent with that used in the Company's
announcements of 13 September 2022 and 14 September 2022 in
relation to the Fundraising.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital, Nominated Adviser, Broker
& Joint Bookrunner
Toby Gibbs / Mark Percy / James Thomas / Iain +44 (0)20 7408
Sexton 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)
Jeremy Garcia /Kendall Hill +44 (0)20 7390
kape@vigoconsulting.com 0237
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 mil lion 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 i ts 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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IMPORTANT NOTICES
FORWARD LOOKING STATEMENTS
This announcement includes "forward--looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward--looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward--looking
statements. Such forward--looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward--looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward--looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
US SECURITIES LAW
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.
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END
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