3 Oct 2022 11:09
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW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) |
| ||||
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) |
| ||||
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) |
| ||||
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) |
| ||||
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) |
| ||||
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) |
| ||||
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) |
| ||||
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) |
| ||||
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 / Iain Sexton
| +44 (0)20 7408 4090 |
Stifel Nicolaus Europe Limited (Joint Broker) Alex Price / Brad Topchik / Alain Dobkin / Richard Short
| +44 (0) 20 7710 7600 |
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill kape@vigoconsulting.com | +44 (0)20 7390 0237 |
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.
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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.