24 Aug 2018 07:00
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
| +44 (0)20 7408 4090 |
Vigo Communications (Financial Public Relations) Jeremy Garcia / Antonia Pollock kape@vigocomms.com | +44 (0)20 7390 0237 |
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)
|
| ||||
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)
|
| ||||
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) | ||||