Issue of Share Awards

RNS Number : 9861F

Kape Technologies PLC

25 March 2022

 

25 March 2022

Kape Technologies plc

("Kape" or the "Company")

Issue of Share Awards

Kape (AIM: KAPE), the consumer security software business, announces that, further to the announcement of 22 March 2022, 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 Oded Baskind, Chief Financial Officer (together the "Executives"):

PDMR	Number of Ordinary Shares subject to Award
Ido Erlichman	3,400,000
Oded Baskind	600,000

The Company's previous long term incentive award programme for executive directors expired at the end of 2020. Since that time, the Company has completed the major acquisitions of Webselenese and ExpressVPN, substantially increasing the Company's scale. More recently, Moran Laufer stepped down as CFO of the Company after five years in that role and Oded Baskind has been appointed as CFO in his place.

In light of the above, the Remuneration Committee has approved the Awards to incentivise the Executives to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.

The Awards vest equally over a four year period from grant, subject to the achievement of certain performance metrics relating to the four financial years of the Company commencing 1 January 2022 ("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 2022	70% of Company revenues	$0.392	The adjusted G&A expenses as a proportion of the total revenue of the Company is < 17.5% for each financial year	25%
FY 2023	75% of Company revenues	$0.446		25%
FY 2024	80% of Company revenues	$0.473		25%
FY 2024	85% of Company revenues	$0.497		25%

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;

● "Company revenues" means, in the context of SaaS Revenue as defined below, total revenue from Digital Security and Digital Privacy segments;

● "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 will be granted in the form of Jointly Owned Equity Awards ("JOE Awards"). The Company will transfer 4,000,000 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. The Directors of the Company, excluding Ido Erlichman and Oded Baskind , 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 Oded Baskind, Chief Financial Officer	via Vigo Consulting
Shore Capital (Nominated Adviser & Broker) Toby Gibbs / Mark Percy / James Thomas / Michael McGloin	[phone]
Stifel Nicolaus Europe Limited (Joint Broker) Alex Price / Brad Topchik / Alain Dobkin / Richard Short	[phone]
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Antonia Pollock/ Kendall Hill [e-mail]	[phone]

About Kape

Kape is a leading 'privacy-first' digital security software provider to consumers. Through its range of privacy and security products, Kape focusses on protecting consumers and their personal data as they go about their daily digital lives.

Kape has over 6.5 million paying subscribers, supported by a team of over 850 people across ten locations worldwide. Kape has a proven track record of revenue and EBITDA growth, underpinned by a strong business model which leverages our digital marketing expertise.

Through its subscription-based platform, Kape has fast established a highly scalable SaaS-based operating model, geared towards capitalising on the vast global consumer digital privacy market.

www.kape.com

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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 3,400,000
d)	Aggregated information - Aggregated volume - Price	N/A (single transaction)
e)	Date of the transaction	24/03/22
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Oded Baskind
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	24/03/22
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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