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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Kape Technologies Plc | LSE:KAPE | London | Ordinary Share | IM00BQ8NYV14 | ORD USD0.0001 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 285.00 | 279.00 | 285.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Jul 2022 to Jul 2024
TIDMKAPE
RNS Number : 1720R
Kape Technologies PLC
27 February 2023
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
Hot Features
Premium
1. KEY INFORMATION
(a) Full name of discloser: Kape Technologies plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
----------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Kape Technologies plc
Use a separate form for each offeror/offeree
----------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
----------------------
(e) Date position held: 27 February 2023
The latest practicable date prior to the disclosure
----------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
----------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares of USD0.0001
Interests Short positions
------------------ ------------------
Number % Number %
------------- --- ------------- ---
(1) Relevant securities owned and/or controlled: Nil - Nil -
------------- --- ------------- ---
(2) Cash-settled derivatives: Nil - Nil -
------------- --- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to Nil - Nil -
purchase/sell:
------------- --- ------------- ---
Nil - Nil -
TOTAL:
------------- --- ------------- ---
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: N/A
-----
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
a) Holdings of ordinary shares by the independent directors of Kape Technologies plc (the
"Company") and their close relatives:
Name Number of % of total issued
Ordinary Shares share capital
held
Ido Erlichman 550,000 0.12%
----------------- ------------------
Oded Baskind 15,100 0.00%
----------------- ------------------
Daniel Pomerantz* 25,375,642 5.92%
----------------- ------------------
Don Elgie 122,031 0.02%
----------------- ------------------
Martin Blair 57,750 0.01%
----------------- ------------------
David Cotterell 202,544 0.04%
----------------- ------------------
* The holdings, and options, of Daniel Pomerantz are disclosed in RNS number 9083P, released
on 14 February 2023.
Name Number of Ordinary Shares % of total issued
subject to Jointly Owned share capital carrying
Equity Awards ("JOE Awards") voting rights
**
Ido Erlichman 3,400,000 N/A
------------------------------ ------------------------
Oded Baskind 600,000 N/A
------------------------------ ------------------------
**The Company's employee benefit trust ("EBT"), of which Intertrust Employee Benefit Trustee
Limited (the "Trustee") is trustee, holds the 4,000,000 ordinary shares in the Company in
respect of the above JOE Awards. The JOE Awards are subject to certain performance metrics.
Ordinary shares held by the EBT, under the rules of the EBT, are not voted.
b) The directors of the Company have the following rights to subscribe for the following relevant
Kape Technologies plc securities:
Name Date of Vesting period Exercise No. of
grant price options
(p) outstanding
25% vest on the
first anniversary
of the date of grant
and the remainder
in quarterly instalments
thereafter with
the final instalment
vesting on the 4th
anniversary of the
Oded Baskind 21/05/2019 date of grant 0.85 18,750
------------ --------------------------- --------- -------------
25% vest on the
first anniversary
of the date of grant
and the remainder
in quarterly instalments
thereafter with
the final instalment
vesting on the 4th
anniversary of the
Oded Baskind 22/03/2021 date of grant 2.15 250,000
------------ --------------------------- --------- -------------
412,000 vest on
14 March 2023 and
the remainder in
quarterly instalments
thereafter with
the final instalment
vesting on 15 December
2023, in each case
Daniel subject to certain Nil
Pomerantz 15/09/2022 performance metrics. cost 721,000
------------ --------------------------- --------- -------------
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" None (b) Agreements, arrangements or understandings relating to options or derivatives Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" None (c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 27 February 2023
Contact name: Oded Baskind, Chief Financial Officer
------------------------------------------
Telephone number: via Vigo Consulting ; +44 (0)20 7390 0237
------------------------------------------
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
FEEUBVAROUUUUAR
(END) Dow Jones Newswires
February 27, 2023 06:56 ET (11:56 GMT)
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