KAPE.L Regulatory News (KAPE)

13 December 2019

Kape Technologies plc

("Kape," the "Group" or the "Company")

Completion of acquisition of Private Internet Access

Further to the announcement on 19 November 2019 regarding the proposed acquisition of Private Internet Access, Kape (AIM: KAPE), the consumer security software business, is pleased to confirm that completion of its acquisition of LTMI Holdings ("LTMI") for a total consideration of c. US$95.51 million and an enterprise value of c. US$127.6 million (the "Acquisition") will occur on 16 December 2019.

LTMI is the holding company for Private Internet Access ("PIA"), a leading US-based digital privacy company with a strong position in data privacy services.

The Acquisition is anticipated to be immediately earnings enhancing, with the enlarged group expected to generate consolidated proforma 2020 revenues of between US$120-1231 million, Adjusted EBITDA2 of between US$35-38 million and earnings accretion of approximately 90%.

In addition, the Acquisition will deliver substantial operational benefits to Kape, transforming the Group's user base with the addition of over one million customers, 48% of which are based in the US. The acquisition includes an additional suite of software-based privacy solutions available across mobile, tablet and desktop and which includes Plus Ultra, a software that speeds up internet connections, and LibreBrowser, a completely private browser.

Ido Erlichman, Chief Executive Officer of Kape, commented:

"This transaction is in effect creating the first global privacy and security company; and will allow us to accelerate our mission to create a more transparent and secure online environment for our customers. We are now extremely well-placed to provide a truly secure and private online experience for all, with our aim of enabling our customers to surf the web quickly, securely and privately across all devices now becoming a reality for a growing number of people worldwide"

Issue of Equity

As part of the consideration, Kape is issuing 42,701,548 new Kape ordinary shares ("Consideration Shares") to be paid in three phases. LTMI co-founders Andrew Lee and Steve DeProspero will each be entitled to be issued 19,247,723 Consideration Shares representing approximately 10.4% of the enlarged issued share capital of Kape (assuming the issuance in full of all deferred Consideration Shares following completion and excluding treasury shares and shares held by the Kape EBT), of which 5,250,363 each are being issued on completion, 10,498,020 each will be issued on the first anniversary of completion and 3,499,340 each will be issued on the second anniversary of completion.

The balance of the Consideration Shares, being 4,206,102 in aggregate, are being issued to four senior executives of LTMI, of which 1,147,333 are being issued on completion, 2,294,077 will be issued on the first anniversary of completion and 764,692 will be issued on the second anniversary of completion.

Application has been made for 11,648,059 Consideration Shares to be admitted to trading on the AIM market of the London Stock Exchange ("AIM") and it is expected that admission will take place and trading in the 11,648,059 Consideration Shares will commence from 8:00am on 16 December 2019.

1 All US$ figures based on an assumed GBP/USD exchange rate of 1.281

2 Adjusted EBITDA is a non-GAAP measure and a company specific measure which excludes other operating income and expenses which are considered to be one off and non-recurring in nature.

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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.

To date, Kape has over 1 million paying subscribers, supported by a team of over 300 people across eight 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 our 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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About PIA

PIA was established in 2009 and is a security software business, based in Denver, Colorado, with a focus on the provision of virtual private network ("VPN") solutions. Since its inception, PIA has grown to become a leading VPN service provider focused on the consumer market and employing approximately 65 employees, amongst them 35% in an R&D capacity. PIA has over 1 million paying subscribers globally, with 48% of them based in the US.