TIDMKAPE
RNS Number : 0526X
Unikmind Holdings Limited
21 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 April 2023
OFFER
for
KAPE TECHNOLOGIES PLC
by
UNIKMIND HOLDINGS LIMITED
UPDATE ON INCREASED AND FINAL OFFER
Introduction
Reference is made to the announcement made on 20 April 2023 by
Unikmind Holdings Limited ("Unikmind") (the "Increased and Final
Offer Announcement") that it had increased the price of the offer
for the entire issued and to be issued share capital of Kape
Technologies plc ("Kape") not already held by Unikmind to US$3.60
per share, and that this increase was final (the "Increased and
Final Offer"). Within the Increased and Final Offer Announcement,
Unikmind further announced that it had received irrevocable
commitments to accept the Increased and Final Offer in respect of
approximately 12.93 per. cent of the existing issued ordinary share
capital of Kape (excluding treasury shares).
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Original Offer Document.
Acquisition of further Kape Shares
Further to the Increased and Final Offer Announcement, Unikmind
is pleased to confirm that it has today acquired in aggregate
17,233,547 Kape Shares at a price of US$3.60, representing 4.01 per
cent. of the existing issued ordinary share capital of Kape
(excluding treasury shares) (the "Share Acquisitions").
Therefore, taken together with the Kape Shares that it already
holds, Unikmind, and persons acting in concert with it, has
acquired or agreed to acquire pursuant to the Increased and Final
Offer or otherwise 58.24 per cent. of Kape Shares.
Unikmind has also received irrevocable commitments to accept the
Increased and Final Offer in respect of, in aggregate 55,436,747
Kape Shares, representing approximately 12.93 per cent. of the
existing issued ordinary share capital of Kape (excluding treasury
shares) as at the Last Practicable Date.
As at the date of this Announcement, Unikmind is therefore
interested in approximately 58.24 per cent. of the existing issued
ordinary share capital of Kape and has irrevocable commitments with
respect to a further approximately 12.93 per cent, thus totalling
approximately 71.17 per cent., in each case excluding treasury
shares.
Unconditional Date
The Increased and Final Offer will initially remain open for
acceptance until 1.00 p.m. (London time) on 5 May 2023.
Procedure for acceptance of the Increased and Final Offer
Kape Shareholders who have previously accepted the Original
Offer (and have not withdrawn those acceptances) will automatically
be deemed to have accepted the terms of the Increased and Final
Offer by virtue of their prior acceptances and therefore need not
take any further action. Subject to the Increased and Final Offer
becoming or being declared unconditional, such Kape Shareholders
will receive the Increased and Final Offer Price in respect of
their Kape Shares.
Kape Shareholders who have not yet accepted the Original Offer
are urged to do so as soon as possible under the terms of the
Increased and Final Offer in accordance with the procedure set out
in paragraph 18 of Part I of the Revised Offer Document, and in
Part C and D of Appendix I to the Original Offer Document and, in
respect of certificated Kape Shares, as further described in the
Form of Acceptance. By way of summary:
-- To accept the Increased and Final Offer in respect of Kape
Shares in certificated form, you must complete, sign and return the
Form of Acceptance as soon as possible and, in any event, so as to
be received by the Receiving Agent at Equiniti, Corporate Actions,
Aspect House Spencer Road, Lancing, West Sussex BN99 6DA , not
later than 1.00 p.m. (London time) on 5 May 2023 .
-- To accept the Increased and Final Offer in respect of Kape
Shares in uncertificated form, acceptance should be made
electronically through CREST so that the TTE instruction settles
not later than 1.00 p.m. (London time) on 5 May 2023 . If you are a
CREST sponsored member you should refer to your CREST sponsor as
only your CREST sponsor shall be able to send the necessary TTE
instruction to Euroclear.
Unless they validly elect otherwise, each Kape Shareholder
accepting the Increased and Final Offer who holds their Kape Shares
will receive the consideration payable to them under the Increased
and Final Offer in US$. Kape Shareholders may elect, by
appropriately completing and returning the Form of Acceptance or by
making the relevant TTE instruction through CREST (as applicable),
to make use of a currency facility (the "Currency Facility") to
have the consideration payable to them under the Increased and
Final Offer paid in UK Pounds Sterling. By electing to utilise the
Currency Facility, Kape Shareholders may direct Unikmind to convert
and then remit to them (net of costs) the US$ proceeds to which
they are entitled as a result of their acceptance, which conversion
Unikmind will, in its sole discretion, effect by (i) executing one
or more market transactions over one or more Business Days; and/or
(ii) applying the market exchange rate available on the relevant
date to funds already available to Unikmind in UK Pounds Sterling,
with all Kape Shareholders falling within the same relevant block
of acceptances electing to use the Currency Facility receiving the
benefit of a conversion at the same exchange rate and with all
relevant costs being spread evenly on a per Kape Share basis
amongst such Kape Shareholders, as described in further detail in
paragraph 7 of Part B of Appendix I of the Original Offer
Document.
General
Copies of this Announcement, the Revised Offer Document, the
Original Offer Document and the Form of Acceptance will be
available free of charge (subject to certain restrictions relating
to persons in Restricted Jurisdictions) on Unikmind's website at
http://www.unikmind-holdings.com/ until the end of the Offer
Period. For the avoidance of doubt, the content of Unikmind's
website is not incorporated into, and does not form part of, this
Announcement.
If you have any questions relating to the procedure for
acceptance of the Increased and Final Offer, please telephone the
Receiving Agent, Equiniti, on +44 371 384 2050 between 8.30 a.m.
and 5.30 p.m. Monday to Friday (excluding UK or Isle of Man public
holidays). Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate.
Enquiries
HSBC Bank plc (Financial Adviser to Unikmind)
Julian Wentzel
Assaf Shlush
Andrew Owens
Alex Thomas +44 20 7991 8888
Sam McLennan / Louis Davies (Corporate
Broking)
Alma PR (PR Adviser to Unikmind)
Josh Royston +44 20 3405 0205
Rebecca Sanders-Hewitt +44 7780 901 979
Andy Bryant
Matthew Young
Baker & McKenzie LLP is acting as legal adviser to Unikmind.
Important Notices
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively as financial advisor to Unikmind and
no one else in connection with the matters referred to in this
Announcement, and will not regard any other person (whether or not
a recipient of this Announcement) as a client in relation to the
matters referred to in this Announcement and is not, and will not
be, responsible to anyone other than Unikmind for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any transaction or
arrangement referred to in this Announcement. Neither HSBC nor any
of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of HSBC in connection with this
Announcement or any matter referred to herein.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Increased and Final Offer will be made solely by the Revised
Offer Document (together with, in the case of Kape Shares in
certificated form, the Form of Acceptance, which will contain the
full terms and condition of the Increased and Final Offer,
including details of how the Increased and Final Offer may be
accepted. Kape Shareholders should carefully read the Revised Offer
Document (and, if they hold their Kape Shares in certificated form,
the Form of Acceptance) in its entirety before making a decision
with respect to the Increased and Final Offer. Each Kape
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Increased and Final Offer.
Overseas Shareholders
The Increased and Final Offer relates to securities in a company
which is registered in the Isle of Man, which is admitted to
trading on AIM and is subject to the disclosure requirements, rules
and practices applicable to such companies, which differ from those
of the United States in certain material respects. This document
has been prepared for the purposes of complying with English law,
the laws of the Isle of Man, the AIM Rules and the rules of the
London Stock Exchange and the Code, and the information disclosed
may not be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws of
jurisdictions outside the Isle of Man or the United Kingdom.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom or the
Isle of Man may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or the Isle of Man should inform themselves about, and
observe, any applicable requirements.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Increased and Final Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Copies of this Announcement and formal documentation relating to
the Increased and Final Offer shall not be, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported acceptance of the Increased and Final Offer.
Unless otherwise permitted by applicable law and regulation, the
Increased and Final Offer may not be made, directly or indirectly,
in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Increased and Final
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders shall be
contained in the Revised Offer Document.
If you are a resident of the United States, please read the
following:
The Increased and Final Offer is being made to acquire the
securities of Kape, a company incorporated under the laws of the
Isle of Man, and is being made in the United States in reliance on,
and compliance with, the exemption from certain requirements of
Regulation 14E under the US Securities Exchange Act of 1934
afforded by Rule 14d-1(d) thereunder. The Offer shall be made in
the United States by Unikmind and no one else.
The Increased and Final Offer is subject to the disclosure and
procedural requirements of the Isle of Man and the United Kingdom,
which differ from those in the United States. In addition, the
payment and settlement procedure with respect to the Increased and
Final Offer shall comply with the relevant Isle of Man and United
Kingdom rules, which differ from United States payment and
settlement procedures. Neither the SEC, nor any securities
commission of any state of the United States has approved the
Increased and Final Offer, passed upon the fairness of the
Increased and Final Offer or passed upon the adequacy or accuracy
of this document. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal United Kingdom practice, Unikmind or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Kape outside of the US, other than pursuant
to the Increased and Final Offer, before or during the period in
which the Increased and Final Offer remains opens for acceptance.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases shall be disclosed as required by
law or regulation in the Isle of Man, the United Kingdom and the
United States, and, shall be reported to a Regulatory Information
Service ("RIS") and shall be available on the London Stock Exchange
website at www.londonstockexchange.com.
Financial information relating to Kape included in this document
has been extracted from Kape's published financial statements,
prepared in accordance with UK adopted international accounting
standards (collectively, "IFRS" ), and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
Unikmind and Kape are organised under the laws of the Isle of
Man. Some or all of the officers and directors of Unikmind and
Kape, respectively, are residents of countries other than the
United States. In addition, most of the assets of Unikmind and Kape
are located outside the United States. As a result, it may be
difficult for US shareholders of Kape to effect service of process
within the United States upon Unikmind or Kape or their respective
officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United States.
Forward Looking Statements
This announcement (including information incorporated by
reference in this document), oral statements made regarding the
Increased and Final Offer, and other information published by Kape,
Unikmind or any member of the Wider Unikmind Group contain
statements which are, or may be deemed to be, "forward looking
statements". Such forward looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Unikmind, any member of the
Wider Unikmind Group shall operate in the future and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward looking statements contained in this announcement relate to
Unikmind, any member of the Wider Unikmind Group's future
prospects, developments and business strategies, the expected
timing and scope of the Offer and other statements other than
historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology,
including the terms "believes", "estimates", "will look to", "would
look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward looking
statements should therefore be construed in the light of such
factors. Neither Unikmind or any member of the Wider Unikmind
Group, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this document shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements. The
forward looking statements speak only at the date of this document.
All subsequent oral or written forward- looking statements
attributable to any member of the Wider Unikmind Group, or any of
their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
Unikmind and the Wider Unikmind Group expressly disclaim any
obligation to update such statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
No offer or solicitation
This announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. This
announcement is not intended to and does not constitute, or form
part of, any offer or invitation or the solicitation of any offer
to sell or purchase any securities or the solicitation of any offer
to otherwise acquire, subscribe for, sell or otherwise dispose of
any security pursuant to the Offer or otherwise. The Increased and
Final Offer is made solely by the Revised Offer Document (together
with, in the case of Kape Shares in certificated form, the Form of
Acceptance), which contains the full terms and conditions of the
Increased and Final Offer, including details of how the Increased
and Final Offer may be accepted. Kape Shareholders should carefully
read the Revised Offer Document (and, if they hold their Kape
Shares in certificated form, the Form of Acceptance) in its
entirety before making a decision with respect to the Increased and
Final Offer. Any decision in respect of, or other response to, the
Increased and Final Offer should be made only on the basis of the
information in the Revised Offer Document and Form of Acceptance as
applicable.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, shall be available on Unikmind's website at
www.unikmind-holdings.com by no later than 12 noon (London time) on
the Business Day following this Announcement. For the avoidance of
doubt, the contents of these websites are not incorporated into and
do not form part of this Announcement.
You may request a hard copy of this Announcement and/or any
information incorporated into this Announcement by reference to
another source by contacting the Receiving Agent, Equiniti on +44
371 384 2050. You may also request that all future documents,
announcements and information to be sent to you in relation to the
offer should be in hard copy form. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Information relating to Kape Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Kape Shareholders, persons with
information rights and other persons for the receipt of
communications from Kape may be provided to Unikmind during the
Offer Period as required under Section 4 of Appendix 4 to the
Takeover Code.
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END
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