Issue of Share Awards

RNS Number : 7552Y

Kape Technologies PLC

24 August 2018

 

24 August 2018

Kape Technologies plc

("Kape" or the "Company")

Issue of Share Awards

Kape (AIM: KAPE), the consumer security software business, announces that awards in respect of its ordinary shares of $0.0001 each ("Ordinary Shares") have been granted under the Company's 2014 Global Equity Plan ("Plan" and "Awards") to Ido Erlichman, Chief Executive Officer, and Moran Laufer, Chief Financial Officer (together the "Executives"):

PDMR	Number of Ordinary Shares subject to Award
Ido Erlichman	1,200,000
Moran Laufer	600,000

The Awards have been approved by the remuneration committee of the Company to incentivise the Executives, who currently have limited equity interests in the Company, to deliver long-term value creation for shareholders and ensure alignment with shareholder interests. 

The Awards vest equally over the three year period from grant, subject to the achievement of certain performance metrics relating to the three financial years of the Company commencing 1 January 2018 ("Performance Period"), as set out below:

	SaaS Revenue Target	Adjusted EPS Target	G&A Target	Total Vesting
	50% of Award	25% of Award	25% of Award
FY 2018	25% of total Company revenues	$0.049	The adjusted G&A expenses as a proportion of the total revenue of the Company is < 15% for each financial year	33.33%
FY 2019	40% of total Company revenues	$0.065		33.33%
FY 2020	55% of total Company revenues	$0.072		33.34%

For the purposes of the above:

●     "SaaS Revenue" means revenues from customer contracts that will renew automatically at the end of their term unless actively terminated by the customer;

●     "Adjusted EPS" means the fully diluted adjusted Earnings Per Share of the Company (as presented in the annual accounts related to each financial year of the Performance Period); and

●     "G&A" means the general and administrative expenses after adjusting for one-off and non-recurring expenses of the Company (as presented in the annual accounts related to each financial year of the Performance Period).

Should the SaaS Revenue, Adjusted EPS or G&A expenses fail to meet these target levels in any of the financial years, the proportion of the Award for that financial year will be lost and will not be capable of vesting for the Executives.

The Awards have been granted as Jointly Owned Equity Awards ("JOE Awards"). The Company will transfer 1,800,000 Ordinary Shares out of treasury to Intertrust Employee Benefit Trustee Limited ("Trustee") as trustee of the Kape Technologies plc Employee Benefit Trust ("EBT"), to be held jointly with the Executives in order to satisfy the proposed JOE Awards.  Under the terms of the Awards, the Executives will benefit from the growth in value of their respective Award from the date of grant along with the right to acquire the Trustee's interest by way of a nil cost option in the event that the Awards vest.

All dividend and voting rights comprised in the JOE Awards are waived whilst jointly held by the relevant Executive and the Trustee of the EBT.

Related party transaction

The grant of the Awards is a related party transaction under Rule 13 of the AIM Rules for Companies. Don Elgie, David Cotterell and Martin Blair, being the independent directors, consider, having consulted the Company's Nominated Adviser, Shore Capital & Corporate Limited, that the terms of the related party transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Enquiries:

Kape Technologies plc Ido Erlichman, Chief Executive Officer Moran Laufer, Chief Financial Officer	via Vigo Communications
Shore Capital (Nominated Adviser & Broker) Toby Gibbs / James Thomas	[phone]
Vigo Communications (Financial Public Relations) Jeremy Garcia / Antonia Pollock [e-mail]	[phone]

About Kape

Kape is a cybersecurity company focused on helping consumers around the world to have better experience and protection in their digital life. Kape develops and distributes a variety of digital products in the online security space. The Company utilises its proprietary digital distribution technology to optimise its reach and create a superb user experience. Kape offers products which provide online security, privacy and an optimal online experience. Kape's vision is to provide online autonomy for a secure and accessible personal digital life, with team of over 350 people across seven locations worldwide.

www.kape.com 

This announcement contains certain information that could be interpreted as forward-looking statements with respect to the financial conditions, results of operations and businesses of Kape.  This information involves risk and uncertainty because it relates to events and depends upon circumstances that will occur in the future.  There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by this information. Nothing in this announcement should be construed as a profit forecast.

Notification of Transactions of Directors / Persons Discharging Managerial Responsibility and Connected Persons

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ido Erlichman
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800UWCIGKJD9U3T81
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of US$0.0001 par value in Kape Technologies plc IM00BQ8NYV14
b)	Nature of the transaction	Issue of nil cost awards under the Company's 2014 Global Equity Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) nil cost 1,200,000
d)	Aggregated information - Aggregated volume - Price	N/A (single transaction)
e)	Date of the transaction	24/08/18
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Moran Laufer
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kape Technologies plc
b)	LEI	213800UWCIGKJD9U3T81
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of US$0.0001 par value in Kape Technologies plc IM00BQ8NYV14
b)	Nature of the transaction	Issue of nil cost awards under the Company's 2014 Global Equity Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) nil cost 600,000
d)	Aggregated information - Aggregated volume - Price	N/A (single transaction)
e)	Date of the transaction	24/08/18
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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