KAPE.L Regulatory News (KAPE)

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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. £188 million) pursuant to the Placing and approximately US$2.5 million (c. £2.14 million) pursuant to the Retail Offer (together the "Fundraise"). Conditionally, in aggregate, a total of 71,762,618 new ordinary shares of US$ 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 Admission 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 £90,391.50 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 £40,015 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 £26,500 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 £854,699.20 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 £39,750 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 £517,131.60 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:£1.00 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:

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 million 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 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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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.