Form 8 (OPD) Kape Technologies plc

RNS Number : 1720R

Kape Technologies PLC

27 February 2023

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.  KEY INFORMATION

(a) Full name of discloser:	Kape Technologies plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):   The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:   Use a separate form for each offeror/offeree	Kape Technologies plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	27 February 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?   If it is a cash offer or possible cash offer, state "N/A"	N/A

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of USD0.0001
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)  Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	N/A

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a)  Holdings of ordinary shares by the independent directors of Kape Technologies plc (the "Company") and their close relatives: Name Number of Ordinary Shares held % of total issued share capital Ido Erlichman 550,000 0.12% Oded Baskind 15,100 0.00% Daniel Pomerantz* 25,375,642 5.92% Don Elgie 122,031 0.02% Martin Blair 57,750 0.01% David Cotterell 202,544 0.04% * The holdings, and options, of Daniel Pomerantz are disclosed in RNS number 9083P, released on 14 February 2023. Name Number of Ordinary Shares subject to Jointly Owned Equity Awards ("JOE Awards") ** % of total issued share capital carrying voting rights Ido Erlichman 3,400,000 N/A Oded Baskind 600,000 N/A **The Company's employee benefit trust ("EBT"), of which Intertrust Employee Benefit Trustee Limited (the "Trustee") is trustee, holds the 4,000,000 ordinary shares in the Company in respect of the above JOE Awards. The JOE Awards are subject to certain performance metrics. Ordinary shares held by the EBT, under the rules of the EBT, are not voted.  b)  The directors of the Company have the following rights to subscribe for the following relevant Kape Technologies plc securities: Name Date of grant Vesting period Exercise price (p) No. of options outstanding Oded Baskind 21/05/2019 25% vest on the first anniversary of the date of grant and the remainder in quarterly instalments thereafter with the final instalment vesting on the 4th anniversary of the date of grant 0.85 18,750 Oded Baskind 22/03/2021 25% vest on the first anniversary of the date of grant and the remainder in quarterly instalments thereafter with the final instalment vesting on the 4th anniversary of the date of grant 2.15 250,000 Daniel Pomerantz 15/09/2022 412,000 vest on 14 March 2023 and the remainder in quarterly instalments thereafter with the final instalment vesting on 15 December 2023, in each case subject to certain performance metrics. Nil cost 721,000

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.  OTHER INFORMATION

(a)  Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)  Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)  Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	27 February 2023
Contact name:	Oded Baskind, Chief Financial Officer
Telephone number:	via Vigo Consulting ; [phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 

END

 

 

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