Retail Offer via PrimaryBid.com
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW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 CONNECTION 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.
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 £100 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 €8 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.
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