TIDMKAPE
RNS Number : 1122A
Unikmind Holdings Limited
22 May 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
22 May 2023
INCREASED AND FINAL CASH OFFER
for
KAPE TECHNOLOGIES PLC
by
UNIKMIND HOLDINGS LIMITED
Offer Closure and Acceptance Level Announcement
Introduction
Reference is made to the announcement published 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").
The offer document containing the full terms of, and Conditions
to, the Increased and Final Offer (the "Increased and Final Offer
Document") was published and posted to Kape Shareholders on 21
April 2023.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Increased and Final Offer Document.
An initial response to the Increased and Final Offer from the
independent directors of Kape was published on 21 April 2023, with
the full response being posted to Kape's website on 26 April
2023.
The Increased and Final Offer was declared wholly unconditional
on 26 April 2023, and on 27 April 2023 Unikmind announced that the
Increased and Final Offer is to be closed to acceptances on 19 May
2023.
Closure of the Increased and Final Offer
The deadline for acceptance of the Increased and Final Offer
(being 1.00 p.m. (London time) on 19 May 2023 as set out in the
announcement made by Unikmind on 27 April 2023) has now passed. As
such, the Increased and Final Offer is now closed to acceptances
and the Offer Period (as such term is defined in the Increased and
Final Offer Document) has now ended.
Level of Acceptances
Unikmind announces that, as at 1.00 p.m. (London time) on 19 May
2023 (being the time and date at which the Increased and Final
Offer was closed to acceptances (the "Offer Closure")), Unikmind
had received valid acceptances of the Increased and Final Offer in
respect of 125,173,337 Kape Shares, representing approximately
28.52 per cent. of the issued ordinary share capital of Kape.
In addition, Unikmind is the current registered holder of 70.02
per cent. of the existing issued ordinary share capital of
Kape.
Taken together, Unikmind is interested in, or has acceptances in
relation to, approximately 98.54 per cent. of the existing issued
ordinary share capital of Kape.
Delisting and Squeeze-Out
As previously announced by each of Kape and Unikmind, Unikmind
formally requested that Kape seek cancellation of its admission to
trading on AIM. It is expected that Kape will be delisted from AIM
on 31 May 2023.
Furthermore, as Unikmind has received acceptances in respect of
over 90 per cent. of the shares to which the Increased and Final
Offer related, Unikmind intends, in due course, to exercise its
squeeze-out rights in accordance with Manx law to compulsorily
acquire all shares for which acceptances had not been received as
at the Offer Closure.
General
The percentages of Unikmind Shares referred to in this
Announcement are based on a figure of 438,890,527 Kape Shares in
issue of US$0.0001 each. There are no shares held in treasury.
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 Offer will be made solely by the 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
Offer, including details of how the Offer may be accepted. Kape
Shareholders should carefully read the 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 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 Offer.
Overseas Shareholders
The 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 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 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 Offer.
Unless otherwise permitted by applicable law and regulation, the
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 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 Offer Document.
If you are a resident of the United States, please read the
following:
The 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 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 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 Offer, passed upon the fairness of
the 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 Offer, before or during the period in which the 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
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 Offer is made
solely by the 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 Offer, including
details of how the Offer may be accepted. Kape Shareholders should
carefully read the 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 Offer. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information in the 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.
This information is provided by RNS, the news service of the
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END
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