Results of GM, TVR & Director/PDMR Dealings

RNS Number : 5614B

Kape Technologies PLC

03 October 2022

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW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, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE 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.

3 October 2022

Kape Technologies plc

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

Results of General Meeting

Total Voting Rights

Director/PDMR Dealings

Further to the Company's announcements of 13, 14 and 15 September 2022, Kape (AIM: KAPE), the digital security and privacy software business, announces that all resolutions proposed at the general meeting of the Company held earlier today were duly passed.

Further to the passing of Resolution 1, application has been made for 71,762,618 new ordinary shares of US$0.0001 each, to be issued pursuant to the placing and retail offer (the "Fundraising Shares"), to be admitted to trading on the AIM market of the London Stock Exchange. It is expected that admission will take place and trading in the Fundraising Shares will occur on or around 5 October 2022 ("Admission").

The total number of votes received on each resolution were as follows:

	Resolutions	Votes For	% of Votes	Votes Against	% of Votes	Total Votes	Votes cast as % of voting rights	Votes Withheld
1	Authority to allot Fundraising Shares on a non pre-emptive basis	246,541,502	99.80	497,641	0.20	247,039,143	70.15	2,152
2	General authority to allot shares	246,846,355	99.92	192,788	0.08	247,039,143	70.24	2,152
3	General disapplication of pre-emption rights	246,944,587	99.96	96,503	0.04	247,041,090	70.26	205

Notes:

1.  Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

2.  The Company's issued share capital at the date of the meeting was 359,512,186 ordinary shares. There are now 4,062,469 ordinary shares held in treasury and 4,000,000 ordinary shares held by the Kape Technologies Plc Employee Benefit Trust, the voting rights to which have been waived. Therefore, the total number of voting rights at the date of the meeting was 351,449,717. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

Total Voting Rights

Following Admission of the Fundraising Shares, the total number of voting rights in the Company will be 423,212,335, 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 431,274,804 ordinary shares of US$0.0001 each.

Unikmind Holdings Limited Shareholding

Following Admission of the Fundraising Shares, Unikmind Holdings Limited ("Unikmind"), a substantial shareholder in the Company, will hold 232,288,281 ordinary shares, equal to approximately 54.9% of the enlarged total voting rights of the Company.

Director/PDMR Dealings

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ido Erlichman
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 34,110
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Oded Baskind
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 15,100
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Martin Blair
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 10,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dan Pomerantz
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 322,528
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Pierre Lallia
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 15,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Yossi Peretz
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 18,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ran Greenberg
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 80,632
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ariel Hochstadt
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800GTF3PYCXPXET67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary Shares of $0.0001 par value each ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) £2.65 80,632
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	3 October 2022
f)	Place of the transaction	Off market

Enquiries:

Kape Technologies plc Ido Erlichman, Chief Executive Officer Oded Baskind, Chief Financial Officer	via Vigo Consulting
Shore Capital (Nominated Adviser & Broker) Toby Gibbs / Mark Percy / James Thomas / I ain Sexton	[phone]
Stifel Nicolaus Europe Limited (Joint Broker) Alex Price / Brad Topchik / Alain Dobkin / Richard Short	[phone]
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill [e-mail]	[phone]

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 900 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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US SECURITIES LAWS

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.

 

END

 

 

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