Company Announcements

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.

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).

FOR IMMEDIATE RELEASE

13 September 2021

Kape Technologies plc

("Kape" 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 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 Company has also announced today that its wholly owned subsidiary has entered into a sale and purchase agreement to acquire certain assets, liabilities and service entities together comprising the ExpressVPN business ("ExpressVPN") from Access Global Limited and its subsidiaries for a total consideration of approximately US$936 million (the "Acquisition"). This comprises:

·          US$354 million in cash, to be satisfied by a combination of US$334 million payable on completion plus US$20 million in cash within six months of completion paid from excess cash of the Kape group;

·          US$237 million in Ordinary Shares to be issued to the co-founders of ExpressVPN, Peter Burchhardt and Dan Pomerantz and their families (or to their wholly-owned affiliated entities); and

·          Deferred cash consideration to be paid in two instalments of US$172.5 million each, 12 and 24 months post-completion of the Acquisition.

The Retail Offer, the Placing and the Acquisition are conditional on shareholder approval at the general meeting of Kape to be held on or around 1 October 2021 in relation to the issue of the Placing Shares and the consideration 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 4 October 2021. The Retail Offer will not be completed without the Placing also being completed.

The Company will use the funds raised in the Retail Offer and the Placing to fund the upfront cash consideration for the Acquisition and costs related to the Acquisition and its funding. In the event that the Acquisition is not permitted to proceed by any competition authorities or otherwise is not completed for any reason, Kape will seek to use the proceeds of the Placing at a later date as part of its strategy for acquisitive growth.

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 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 mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close no later than 7:00 a.m. on 14 September 2021. The Retail Offer may close early if it 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 Offer without giving any reason for such rejection.

It is vital to note that once an application for New Ordinary 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 does not exceed €8 million equivalent, less the amount previously allocated under the PrimaryBid offer of 28^th October 2020. 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 Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

The terms and conditions on which the 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 Moran Laufer, CFO.

Enquiries:

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