TIDMKAPE
RNS Number : 5309D
Kape Technologies PLC
28 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR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 FOR INFORMATIONAL PURPOSES ONLY . 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 CONNECT ION 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.
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)
FOR IMMEDIATE RELEASE
28 October 2020
Kape Technologies plc
("Kape" or the "Company")
Retail Offer via PrimaryBid.com
Kape (AIM: KAPE ), the digital security and privacy software
business, is pleased to announce an 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 today, Kape is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the Company (the "Placing") through an accelerated
bookbuilding process (the "Bookbuilding Process"). The price at
which the Placing Shares are to be placed (the "Placing Price")
will be determined at the close of the Bookbuilding Process.
The issue price for the Retail Offer Shares will be equal to the
Placing Price.
The Retail Offer and the Placing are conditional on the new
ordinary shares to be issued pursuant to the Retail Offer and the
Placing being admitted to trading on the AIM market of London Stock
Exchange plc ("Admission"). Admission is expected to take place at
or around 8.00 a.m. on 2 November 2020 or such later time as
Admission of the Placing Shares occurs . The Retail Offer will not
be completed without the Placing also being completed.
Reasons for the Retail Offer
Whilst the Placing has been structured as a non-pre-emptive
offer so as to minimise risk, cost and time to completion, the
Company greatly values its retail investor base.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the fundraising
alongside the Placing, is in the best interest of shareholders.
The net proceeds of the Retail Offer and the Placing will be
used as follows:
o c. US$72 million to buy out the equity interests in the
Company of the two co-founders of Private Internet Access, a
company acquired by Kape in 2019; and
o the balance to strengthen Kape's balance sheet with the
potential to make further selective acquisitions.
Further details are set out in the Company's announcement
regarding the Placing, released earlier today.
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
exclusively through the www.PrimaryBid.com platform and the
PrimaryBid mobile app available on the Apple App Store and Google
Play. PrimaryBid does not charge investors any commission for this
service.
The Retail Offer, via the PrimaryBid.com platform, will be open
to investors from 4:35 p.m. on 28 October 2020. The Retail Offer
will close at the same time as the Bookbuilding Process is
completed. The Retail Offer may close early if it is
oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company on a "first come, first served" basis (with preference to
be given to the Company's existing retail investors), subject to
conditions which are available to view on PrimaryBid.com. There is
a minimum subscription of GBP100 per investor under the terms of
the Retail Offer. The Company, in consultation with PrimaryBid,
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 important to note that once an application for Retail
Offer Shares has been made and accepted via PrimaryBid, an
application cannot be withdrawn.
For further information on PrimaryBid.com or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
call PrimaryBid.com on +44 20 3026 4750.
Details of the Retail Offer
It is a term of the Retail Offer that the total value of Retail
Offer Shares available for subscription at the Placing Price does
not exceed EUR8 million equivalent. 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 and the Retail
Offer Shares may not be offered, sold, resold or delivered,
directly or indirectly, in or into Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful . In particular, the Retail
Offer is being made only to persons who are, and at the time the
Retail Offer Shares are subscribed for, will be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the
offer through PrimaryBid or subscribe for Retail Offer Shares.
The Retail Offer Shares, if issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Settlement for the Retail Offer Shares and Admission is expected
to take place at or around 8.00 a.m. on 2 November 2020 or such
later time as Admission of the Placing Shares occurs . The Retail
Offer is conditional, among other things, upon Admission becoming
effective and the placing agreement entered into by the Company in
connection with the Placing not being terminated in accordance with
its terms.
For further details, please refer to www.PrimaryBid.com. The
terms and conditions on which the Retail Offer is made, including
the procedure for application and payment for the Retail Offer
Shares, is available to all persons who register with
PrimaryBid.com.
It should be noted that a subscription for the Retail Offer
Shares and any investment in the Company carry a number of risks.
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. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the Company's ordinary shares if
they are in any doubt.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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 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.
Enquiries:
Kape Technologies via Vigo Communications
Ido Erlichman, Chief Executive Officer
Moran Laufer, Chief Financial Officer
PrimaryBid Limited + 44 (0) 203 026 4750
Fahim Chowdhury / James Deal
Vigo Communications (Financial Public Relations) +44 (0)20 7390
0237
Jeremy Garcia / Antonia Pollock
kape@vigocomms.com
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END
IOEPPGBCUUPUGQR
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