Result of Placing and Retail Offer

RNS Number : 5928D

Kape Technologies PLC

29 October 2020

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW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 OR IN 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 AND NEW ZEALAND 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 REGULATION 2014/596/EU.

29 October 2020

Kape Technologies plc

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

Result of Placing and Retail Offer

Significantly oversubscribed and upscaled $115 million fundraise to provide growth capital

Further to its announcement on 28 October 2020, 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$115.5 million (£88.8 million) pursuant to the Placing and the Retail Offer (together the "Fundraise"). A total of 59,230,769 new ordinary shares of US$ 0.0001 each ("Ordinary Shares") were subscribed for by investors ("Placing Shares"), at an issue price of 150 pence per Placing Share.

The Board of Kape is pleased with the very strong response to the Fundraise from existing institutional shareholders, a number of new blue-chip institutional investors from the UK, USA, Israel and Asia and through PrimaryBid. The Fundraise was significantly oversubscribed, greatly exceeding the initial target raise of US$100 million. The net proceeds of the Fundraise will further strengthen the Company's balance sheet ahead of any potential acquisitions, as well as satisfying the cash consideration under the Purchase Agreement (as defined in the announcement of the Fundraise).

Ido Erlichman, Chief Executive Officer of Kape, commented:

"We are delighted with the strong support shown by both new and existing investors, which further endorses the significant opportunities that exist for Kape as we seek to accelerate our evolution within the digital privacy and cybersecurity market. This additional funding both strengthens our balance sheet and provides the Group with greater flexibility in executing on our M&A aspirations and investing in further organic growth initiatives."

Application has been made for the admission of the Placing Shares to trading on the AIM market of London Stock Exchange plc ("Admission"). It is ‎expected that Admission will take place at or around 8.00 a.m. (London time) on 2 November 2020. The Placing 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

Don Elgie, Chairman of the Company, has subscribed for 10,000 Placing Shares, representing a £15,000 investment in the Company. Following Admission, Mr. Elgie will have a total beneficial interest in 117,587 Ordinary Shares, representing approximately 0.06% of the enlarged issued share capital of the Company.

Ido Erlichman, Chief Executive Officer of the Company, has subscribed for 40,000 Placing Shares, representing a £60,000 investment in the Company. Following Admission, Mr. Erlichman will have a total beneficial interest in 140,000 Ordinary Shares, representing approximately 0.07% of the enlarged issued share capital of the Company.

Moran Laufer, Chief Financial Officer of the Company, has subscribed for 16,666 Placing Shares, representing a £25,000 investment in the Company. Following Admission, Mr. Laufer will have a total beneficial interest in 90,666 Ordinary Shares, representing approximately 0.04% of the enlarged issued share capital of the Company.

David Cottrell, Non-Executive Director of the Company, has subscribed for 10,000 Placing Shares, representing a £15,000 investment in the Company. Following Admission, Mr. Cotterell will have a total beneficial interest in 150,544 Ordinary Shares, representing approximately 0.07% of the enlarged issued share capital of the Company.

Martin Blair, Non-Executive Director of the Company, has subscribed for 13,333 Placing Shares, representing a £20,000 investment in the Company. Following Admission, Mr. Blair will have a total beneficial interest in 32,750 Ordinary Shares, representing approximately 0.02% of the enlarged issued share capital of the Company.

Other Company employees have subscribed for, in aggregate, 295,000 Placing Shares, representing a £442,500 investment in the Company.

Related Party Transaction

Unikmind Holdings Limited ("Unikmind"), a substantial shareholder in the Company, subscribed for 28,546,895 Placing Shares, pursuant to the Subscription Agreement, at the Placing Price. Its participation in the Fundraise was a related party transaction under Rule 13 of the AIM Rules. As set out in the Company's announcement of 28 October 2020, the directors of Kape (for these purposes being Don Elgie, Ido Erlichman, Moran Laufer, David Cotterell and Martin Blair) considered, having consulted with the Company's nominated adviser, Shore Capital and Corporate Limited, that the terms of the Subscription Agreement were fair and reasonable insofar as the Company's shareholders are concerned. Following Admission, Unikmind will hold 135,396,895 Ordinary Shares, equal to approximately 65.0% of the enlarged total voting rights of the Company.

Total Voting Rights

Following Admission of the 59,230,769 Placing Shares , the Company's issued share capital will consist of 220,003,642 Ordinary Shares. The Company will hold the 10,500,726 Initial Consideration Shares (as defined in the announcement of the Fundraise) in treasury. The Kape Technologies plc Employee Benefit Trust holds 1,200,000 Ordinary Shares, the voting rights to which have been waived.

Therefore, following Admission the total number of voting rights in Kape will be 208,302,916, 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.

Enquiries:

Kape Technologies plc Ido Erlichman, Chief Executive Officer Moran Laufer, Chief Financial Officer	via Vigo Communications
Shore Capital (Nominated Adviser & Broker, Global Co-Ordinator & Joint Bookrunner) Mark Percy / Toby Gibbs / James Thomas	[phone]
N+1 Singer (Joint Broker and Joint Bookrunner) Harry Gooden / George Tzimas	[phone]
Stifel (Joint-Bookrunner - USA) Alex Price / Richard Short Barak Capital (Placing Agent (Israel)) Tzvika Manes	[phone] [phone]
Vigo Communications (Financial Public Relations) Jeremy Garcia / Antonia Pollock [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.

To date, Kape has 2.4 million paying subscribers, supported by a team of over 350 people across eight 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 our 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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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.

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired by Don Elgie, Non-Executive Chairman of the Company.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr. Don Elgie
2	Reason for the notification
a)	Position/status	Non-Executive Chairman / 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 US$0.0001 par value each  ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Direct purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 150p 10,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 October 2020
f)	Place of the transaction	London Stock Exchange

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired by Ido Erlichman, Chief Executive Officer  of the Company.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr. Ido Erlichman
2	Reason for the notification
a)	Position/status	Chief Executive Officer / 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 US$0.0001 par value each  ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Direct purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 150p 40,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 October 2020
f)	Place of the transaction	London Stock Exchange

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired by Moran Laufer, Chief Financial Officer  of the Company.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr. Moran Laufer
2	Reason for the notification
a)	Position/status	Chief Financial Officer / 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 US$0.0001 par value each  ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Direct purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 150p 16,666
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 October 2020
f)	Place of the transaction	London Stock Exchange

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired by David Cottrell, Non-Executive Director of the Company.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr. David Cotterell
2	Reason for the notification
a)	Position/status	Non-Executive Director / 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 US$0.0001 par value each  ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Direct purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 150p 10,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 October 2020
f)	Place of the transaction	London Stock Exchange

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on shares acquired by Martin Blair, Non-Executive Director of the Company.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mr. Martin Blair
2	Reason for the notification
a)	Position/status	Non-Executive Director / 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 US$0.0001 par value each  ISIN: IM00BQ8NYV14
b)	Nature of the transaction	Direct purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 150p 13,333
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	29 October 2020
f)	Place of the transaction	London Stock Exchange

 

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