Final Cash Offer declared unconditional

Kape Technologies PLC

28 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 OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

28 April 2023

Kape Technologies plc 

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

Increased and Final Cash Offer declared unconditional

Cancellation of Admission to trading on AIM

The Company notes the announcement made by Unikmind Holdings Ltd ("Unikmind") on 26 April 2023 in which Unikmind declared its increased and final cash offer for the Company (the "Increased and Final Offer") unconditional in all respects. On 27 April 2023, Unikmind then announced that it had received valid acceptances of the Increased and Final Offer in respect of approximately 75.53 per cent. of the issued ordinary share capital of Kape. Unikmind is therefore now interested in, has acquired or agreed to acquire approximately 79.69 per cent. of the existing issued ordinary share capital of Kape and has therefore satisfied the conditions of the Increased and Final Offer as set out in Part A of Appendix I in the offer document posted to shareholders on 21 April 2023.

The Increased and Final Offer will be closed to acceptances on 19 May 2023.

Cancellation of Admission to trading on AIM

Following a request by Unikmind, Kape has made an application for the cancellation of admission of its ordinary shares to trading on AIM ("Cancellation"). It is expected that such Cancellation will take effect on 31 May 2023, being 20 business days from the date of this announcement. Admission of Kape's shares to trading on AIM will be cancelled without the requirement for a resolution of shareholders approving such Cancellation, pursuant to Rule 41 of the AIM Rules.

Enquiries:

Kape Technologies Plc Ido Erlichman, Chief Executive Officer Oded Baskind, Chief Financial Officer	via Vigo Consulting
Shore Capital (Joint Financial Adviser (Rule 3), Nominated Adviser & Joint Broker) Simon Fine / Toby Gibbs / Mark Percy / James Thomas / Iain Sexton	[phone]
Citigroup Global Markets Limited  (Joint Financial Adviser) Yishai Fransis / Simon Lindsay / David Ibanez / Robert Farrington	[phone]
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill [e-mail]	[phone]

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 Increased and Final 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.

 

END