KAPE.L Regulatory News (KAPE)

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF KAPE TECHNOLOGIES PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

14 September 2022

Kape Technologies plc

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

Retail Offer by PrimaryBid

Kape (AIM: KAPE), the digital privacy and security software business, is pleased to announce a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of US$0.0001 each in the Company ("Retail Offer Shares").

As separately announced yesterday, Kape is conducting a non-pre-emptive placing of new ordinary shares (the "Placing Shares") in the Company (the "Placing"). The price at which the Placing Shares are to be placed is 265 pence per share (the "Placing Price"). The Placing Price represents a discount of 4.6 per cent. to the 30-day volume weighted average price of the Company's shares on 12 September 2022.

The Retail Offer and the Placing (together "the Fundraising") are conditional on shareholder approval at the general meeting of Kape, anticipated to be held on 5 October 2022, in relation to, among other things, the issue of the Placing Shares and the Retail Offer Shares referred to above. The Retail Offer and the Placing are further conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing respectively being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 6 October 2022. The Retail Offer will not be completed without the Placing also being completed.

The Company intends to use the net proceeds from the Retail Offer to fund potential acquisition opportunities.

Retail Offer

The Company greatly values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. Investors may also be able to subscribe to the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their retail broker, wealth manager or investment platform. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and future PrimaryBid transactions, should contact partners@primarybid.com.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close at 6.00 p.m. BST on Wednesday 14 September 2022 (and in any case no later than 6.00 p.m. BST on Thursday 15 September 2022). The Retail Offer may close early if it or the Placing is oversubscribed.

Subscriptions under the Retail Offer will be considered by the Company (with a preference to be given to the Company's existing retail investors), subject to conditions which are available to view on the PrimaryBid mobile app. There is a minimum subscription of £250 per investor under the terms of the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for new Retail Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The new Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Details of the Retail Offer

It is a term of the Retail Offer that the total value of new Ordinary Shares available for subscription at the Placing Price under (i) the Retail Offer; and (ii) any other offers to the public in the European Economic Area made as part of or in connection with the Fundraising and falling within s86(4) of the Financial Services and Markets Act 2000, does not (in aggregate) exceed the equivalent of €8 million. Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for new Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors available on the PrimaryBid mobile app before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. 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 person responsible for arranging for the release of this announcement on behalf of Kape Technologies plc is Oded Baskind, CFO.

Enquiries:

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 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.

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