Cognosec completes acquisition of ADVANTIO

  • Cognosec acquires 100% of ADVANTIO, subject to usual closing conditions
  • ADVANTIO is a specialist cyber resilience and advisory business
  • In 2017, ADVANTIO had revenues of €2.85m and EBITDA of €502k
  • The consideration of €12m comprises €2.4m cash and €9.6m value in Cognosec shares satisfied by the issue of 20,000,000 shares at a €0.48 strike price.

Cognosec AB (publ) (“Cognosec” or “The Company”), (Nasdaq: COGS, OTCQX-Nasdaq Intl: CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, signs share sale and purchase agreement with ADVANTIO, a Dublin-registered company specialising in the provision of cyber resilience solutions, products and services. The acquisition is in line with Cognosec’s strategy to expand the information security advisory area of its business.

 

Cognosec AB today announces the signing of a share sale and purchase agreement pursuant to the acquisition of ADVANTIO, which has closed in Q2 2018 subject to usual closing conditions.

ADVANTIO is a Dublin-registered company with offices in Dublin, Naples, Rome and Kiev. The transaction will include the acquisition of 100% of outstanding shares in ADVANTIO for a consideration of €12,000,000, comprising €2,400,000 cash and €9,600,000 value in Cognosec AB new issue shares at a €0.48 strike price. The share consideration will be satisfied by the issue of 20,000,000 new shares, resulting in 298,958,409 issued shares from 278,958,409 issued shares previously and a dilution of 7.12**%. In addition, the new shares will result in a change in share capital of 5,234 EUR, which is a change from a previous share capital amount of 73,007 EUR, to 78,241 EUR. There will be no other impact on Cognosec AB’s balance sheet.

ADVANTIO is a specialist cyber resilience advisory company providing professional advisory services, managed solutions and its own inhouse developed SaaS security and compliance solutions along with multilingual support covering eighteen languages. ADVANTIO was established by a team who are pioneers in cyber security and who together possess a combined total of over eighty years’ management experience specifically within the provision of advisory and technology-driven professional services. ADVANTIO provides a focused approach to the provision of cyber resilience and compliance solutions across numerous business sectors including Travel & Leisure, Financial Services, Technology and Industrials. ADVANTIO helps merchants and merchant portfolio authorities ensure that they are fully compliant with applicable PCI DSS requirements, both with regards to specialized areas such as Requirement 9.9, which relates to the protection of POS devices and Cardholder Data, as well as general compliance, helping organisations become fully cyber resilient, going from zero to PCI-compliant.

ADVANTIO complements the recent acquisitions by Cognosec AB and is established in key synergistic geographies that both support and complement Cognosec AB’s existing geographical and technological infrastructures.

ADVANTIO recorded revenues of €2.85m in 2017 and EBITDA of €502k.

The acquisition of ADVANTIO will improve Cognosec AB’s competitive advantage in advisory services, especially within the key area of Governance, Risk and Compliance.

Commenting upon the acquisition of the business by Cognosec AB, Marco Borza, ADVANTIO’s Co-founder & CEO, says that – “We are finally now joining the Cognosec AB family and it brings us tremendous excitement in building for the future with our esteemed customers and our loyal employees. We now have the opportunity to accelerate our aggressive growth plans through the addition of brand-new geographies for us, including new territories encompassing EMEA and through Cognosec AB’s existing clientele.”
Kobus Paulsen, Chairman of Cognosec AB commented – “Marco, Martin, Francesco and Irmantas, who lead ADVANTIO’s management and executive teams, have worked unbelievably hard in building a profitable and productive business, and the synergies between our organisations from both cultural and commercial perspectives are a perfect fit. ADVANTIO has a Who’s Who? of customers in key industry sectors and they provide critical support and technological capabilities in key geographies to these clients. Their ability to provide continuous care is undisputed – hence the reason their clients have stayed with them for many years. We cannot wait to build the next phases of our growth, together and it has been a true pleasure to work with Marco and his teams through the acquisition phase.”

The acquisition will place Cognosec and Advantio together in the top bracket of PCI Qualified Security Assessors and PCI Approved Scanning Vendors worldwide and in the top three in Europe.

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan

IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 26 June, 2018, at 20.00 CET.

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec AB (publ.) AGM update, Proposed amendment to resolution to be considered at AGM (Nasdaq: COGS; OTC – Nasdaq Intl:CYBNY)

The Annual General Meeting (AGM) of Cognosec AB (or the “Company”) is to be held at 13:00 (CET) on Thursday 28 June 2018, at Advokatfirma DLA Piper Sweden KB’s office at Kungsgatan 9 in Stockholm, Sweden.

Cognosec AB and its Board of Directors wish to amend the 2018 AGM Notice in relation to Item 10 (Election of the Board of Directors, chairman of the Board of Directors and Auditor) as further detailed below.

The Nomination Committee had previously proposed that for the period until the next AGM the following Board Members be re-elected: Kobus Paulsen, Patrick Boylan, Lord David Blunkett, Neira Jones, Daniel Holden and Lord Anthony St John Bletso.

Daniel Holden has announced that he will not be available for re-election due to an increased level of responsibility and commitments related to his other board positions.

The Nomination Committee proposes to elect Daryn Stilwell to the Company’s Board of Directors.

Daryn Stilwell has held a number of leadership roles and more recently has supported the Company as Group General Counsel and board secretary and is also a member of the Cognosec AB Executive Committee.

All other details remain unchanged.


Cognosec completes acquisition of ITWAY’s Cyber Security Value Added Distributor interests in Turkey and Greece

  • Cognosec acquires 100% of ITWAY HELLAS SL SA & ITWAY TURKYIE LTD
  • ITWAY Turkey and Greece dominate cyber product distribution markets.
  • ITWAY Turkey and Greece revenues in 2017 were €26m with EBITDA of €1.9m
  • Consideration of EUR10m comprises EUR2m cash and EUR8m value in Cognosec shares satisfied by the issue of 16,666,666 shares at €0.48.

Cognosec AB (publ) (“Cognosec”), (Nasdaq:COGS OTCQX:CYBNY), a leading provider of cyber security resilience with operations in Europe, Africa and the Middle East, signs Share Sale and Purchase Agreement (“SPA”) with ITWAY S.p.A. (“ITWAY”), a public company listed on the stock exchange managed by Borsa Italiana S.p.A. (“ITW.MI”), to acquire its Turkish and Greek cyber security product Value Added Distributors, subject to usual closing conditions.

Cognosec today announces the signing of a SPA related to the acquisition by Cognosec AB of 100% of the shares in ITWAY HELLAS SL SA & ITWAY TURKYIE LTD with aggregate revenues in 2017 of €26m* and EBITDA of €1.9m resulting in a Cognosec AB combined 2017 pro-forma revenue basis of €44m*

The total consideration payable by Cognosec for the transaction is €10m consisting of €2m in cash with the balance made up of €8m in Cognosec AB new issue shares. The share consideration will be satisfied by the issue of 16,666,666 new shares resulting in 278,958,409 issued shares from 262,291,743 previously and a dilution of 6.35%. No external debt has been required to complete this transaction.

The sale by ITWAY of the Value Added Distribution (VAD) businesses in Greece and Turkey completes the divestment programme of their VAD businesses. The Greek business, headquartered in Halandri, Athens, is the sole distributor for market-leading cyber brands including Check Point, RSA & McAfee and generated around 30% of the combined businesses’ revenues in the last financial year. The Turkish business, headquartered in Istanbul, Turkey, generates around 70% of the combined businesses’ revenues and counts CyberArk, Algosec and Rapid7 amongst its sole distributor relationships. Between them, the businesses employ 23 full time personnel. Both organisations have evidenced strong growth records in their respective geography and are both profitable and balance sheet positive.

The acquisition of these businesses complements the recent acquisitions made by Cognosec already established in key synergistic geographies that both support and complement Cognosec’s existing geographical and technological infrastructures.

The acquisition of the ITWAY businesses will also improve Cognosec’s competitive advantage especially within further geographical footholds for aggressive expansion.

The transaction, as expected and previously announced, closed in Q2, 2018.

Kobus Paulsen, Chairman of Cognosec commented – “It is with great pleasure that we welcome the ITWAY businesses to the Cognosec Family. Andrea and his Teams in Greece and Turkey have built remarkable cyber businesses that have shown consistent CAGRs of 20% over the past few years. They have built impeccable reputations and strong, loyal and ever expanding customer bases. I am also sincerely looking forward to working closely with Andrea, moving forwards, as a key Strategic Advisor to Cognosec AB where, with his many years cyber-specific experience, he will assist me and my Teams in identifying profitable opportunities for both organic and, merger & acquisition led growth.”

G. Andrea Farina, Chairman and CEO of ITWAY said: “We believe that Cognosec is the best option for the future of Value Added Distribution operations in Greece and Turkey. The clever vision of Kobus and the deep knowledge of the cybersecurity market of Cognosec AB, together with the highly ITWAY-relevant roles & footprints in the Greek and Turkish markets represent an exceptionally strong and consistent basis for both growth and leadership in the future. Meanwhile, we will also continue to strengthen our cooperation with Cognosec AB in our common development growth strategies.”

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan
IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 20th June, 2018, at 08:00 CET.

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec AB (publ) Publication of Annual Accounts for 2017 (Nasdaq: COGS; OTC – Nasdaq Intl:CYBNY)

Cognosec AB, today publishes its Annual Report for 2017, after approval from the Board of Directors. The Annual Report contains an unqualified audit report and is presented in IFRS accounting standard.

The report is enclosed to this press message and also available for download on the Company’s website www.cognosec.se.


Notice of Annual General Meeting

The shareholders of Cognosec AB (publ), reg. no. 556135-4811, (the “Company”), are hereby convened to the annual general meeting on Thursday 28 June 2018 at 13:00 (CET) at Advokatfirma DLA Piper Sweden KB’s office at Kungsgatan 9 in Stockholm, Sweden.

NOTICE

Shareholders who wish to attend the AGM must:

– Be registered in the Euroclear Sweden AB share register, no later than June 21, 2018

– Latest by June 21, 2018 at 16:00 give their notice of own attendance and of any appointed counsel, to the Company, by way of mail to Cognosec AB (publ), Attention: Daryn Stilwell, 19th Floor, 40 Bank Street, London, E145NR or by e-mail to daryn.stilwell@cognosec.com.

To facilitate registration at the AGM, notification should, where appropriate, be accompanied by a power of attorney, registration certificates and valid authorisation documents. Proxy forms will be available on the Company’s website www.cognosec.se and can be sent by mail to shareholders who so request. The power of attorney must be presented no later than the registration at the meeting.

To be entitled to participate at the general meeting, shareholders with nominee-registered shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Thursday 21 June 2018, when such registration shall have been executed.

PROPOSED AGENDA
1. Opening of the meeting and election of chairman of the meeting

2. Preparation and approval of voting register

3. Approval of the agenda

4. Election of one or two persons to attest the minutes

5. Decision whether the meeting has been duly convened

6. Presentation of the annual report and the auditor’s report and the consolidated accounts and the auditor’s report for the group.

7. Resolution on
a. adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet,
b. allocation of the Company’s profit or loss according to the adopted balance sheet, and
c. discharge from liability for the directors of the board and the managing director.

8. Resolution on the number of directors, alternate directors, auditor and alternate auditor.

9. Resolution to establish the remuneration for the board of directors and auditor

10. Election of the board of directors, chairman of the board of directors and auditor

11. Resolution on nomination committee

12. Resolution on authorisation for the board of directors to issue shares, convertibles and warrants

13. Resolution to amend the articles of association

14. Closing of the meeting

Election of chairman of the meeting (item 1)

The nomination committee proposes advokat Anders Waltner as the chairman of the general meeting.

Allocation of the Company’s result (item 7b)

The board of directors and the managing director propose that the general meeting resolves that the year’s result shall be carried forward and that no dividend shall be paid.

Resolution on the number of directors, deputy directors, auditor and deputy auditor (item 8)

The nomination committee proposes that the board of directors shall consist of six directors without deputy directors and that the Company shall have one auditor, without deputy auditor.

Resolution to establish the remuneration for the board of directors and auditor (item 9)

The nomination committee proposes that a board fee of SEK 100,000 shall be paid to the chairman of the board of directors, SEK 200,000 to the deputy chairman of the board of directors and SEK 300,000 to each of the other directors.

The nomination committee proposes that remuneration to the auditors is paid according to current approved account.

Appointment of the board of directors (item 10)

The nomination committee proposes, for the period until the next annual general meeting has been held, re-election of Kobus Paulsen, Daniel Holden, Patrick Boylan, Lord David Blunkett, Neira Jones and Lord Anthony St John Bletso.

The nomination committee proposes re-election of Kobus Paulsen as chairman of the board of directors and that Patrick Boylan is elected as deputy chairman of the board of directors.

The nomination committee proposes re-election as auditor of Öhrlings PricewaterhouseCoopers AB, who has informed that if the general meeting resolves in accordance with the proposal, Martin Johanson will be appointed to continue as auditor in charge.

Resolution on nomination committee (item 11)

The nomination committee proposes that the general meeting resolves that the nomination committee shall be appointed in accordance with the following principles.

The chairman of the board of directors shall, based on the shareholding according to Euroclear Sweden AB as of the last business day in September 2018, contact the three largest shareholders, who shall be entitled to appoint one member each of the nomination committee. If any of the three largest shareholders declines to appoint a member of the nomination committee, the next largest shareholder shall be offered the opportunity to appoint a member of the nomination committee. The nomination committee may also decide that the chairman of the board of directors shall be a member of the nomination committee. The managing director or another member of the Company’s executive management shall not be a member of the nomination committee. The chairman of the board of directors shall convene the nomination committee to its first meeting. A representative of a shareholder shall be appointed the chairman of the nomination committee. Neither the chairman of the board of directors nor another director of the board shall serve as chairman of the nomination committee. The term of the nomination committee expires when a new nomination committee has been appointed.

If a shareholder, who is represented in the nomination committee, during the term of the nomination committee ceases to be one of the three largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the three largest shareholders shall be offered the opportunity to appoint a member of the nomination committee. Minor changes do not have to be considered. A shareholder who has appointed a representative in the nomination committee is entitled to remove such representative and appoint another representative. Changes in the nomination committee’s composition shall be published on the Company’s website as soon as the composition has changed.

It is proposed that the nomination committee’s tasks shall be to prepare and draw up proposals regarding appointment of chairman of the annual general meeting, chairman of the board of directors and other directors of the board, remuneration to the chairman of the board of directors and the other directors of the board, appointment of auditor, remuneration to the auditors and principles for the appointment of nomination committee. No remuneration shall be paid to the nomination committee.

The composition of the nomination committee shall be announced no later than six months before the annual general meeting. In connection therewith, information shall also be provided on how shareholders can submit proposals to the nomination committee.

Resolution to authorise the board of directors to issue shares, convertible instruments and warrants (item 12)

The board of directors proposes that the general meeting resolves to authorise the board of directors, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights and with the right to pay also in kind, by way of set-off, or with other conditions, on one or several occasion, to issue shares, warrants and convertibles. The authorization shall be limited to 50,000,000 shares, or warrants or convertibles that entitle to subscribe for or convert into a corresponding number of shares, however limited by the amount of shares allowed to be issued according to the Company’s articles of association.

A valid resolution by the general meeting requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.

Resolution to amend the articles of association (item 13)

The board of directors proposes that the general meeting resolves to amend the articles of association by adopting the new company name “Cyber1 AB”. In the event that this name cannot be registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the following names shall be adopted in the following order, depending on if they can be registered with Bolagsverket, “Cyber One AB”, “Cyber Security 1 AB” and “Cyber Security One AB”

A valid resolution by the general meeting requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.

STATEMENT ON THE TOTAL NUMBER OF SHARES AND VOTES IN COGNOSEC AB

As of the date of this notice, Cognosec AB has a total of
262,817,743 shares and 262,817,743 votes.

GENERAL

The accounts and auditor (items 8-9) and complete proposal for a decision (points 13-14) kept available at the Company’s office, C/O Secure Trading , 19th Floor, 40 Bank Street. and on the Company’s website, www.cognosec.se. Date of effect Wednesday, June 8, 2018 and sent to shareholders who so request and state their address. This notice is an adaptation to English from the Swedish original. The Swedish version remains legally binding to the Company.

Stockholm, May 2018

Board of Directors

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
European Investor Relations Contact:
Tim Metcalfe / Miles Nolan IR-contacts
Cognosec AB Email: cognosec@investor-focus.co.uk

U.S. Investor Relations Contact:
Matt Glover or Najim Mostamand, CFA
Liolios Group, Inc.
949-574-3860
COGS@liolios.com

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and conducts its operations through physical presences in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS.ST) and as an American Depositary Receipt (OTCQX: CYBNY), the Group delivers services and technology licenses to enhance clients’ protections, against unwanted intrusions, to provide and enhance cyber resilience and to prevent various forms of information theft. Cognosec AB had revenues of 17.2m EUR in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec AB formally completes the inclusion of accreditation partner Cognosec GmbH

  • COGNOSEC AB completes the inclusion of Cognosec GmbH (Austria) – 11 May 2018
  • Cognosec GmbH previously operated under the UC Group and collaborated with Cognosec AB under an exclusive licence and service agreement.
  • This inclusion will align internal processes and maximise Cognosec AB’s technical expertise and accreditations across the subsidiaries around the globe.

Cognosec AB (Publ) (“Cognosec”, or the “Company”), (Nasdaq: COGS, OTCQX:CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, has completed the inclusion of Cognosec GmbH (Austria) (“Cognosec Austria”) following the final consent from its financial partners, making Cognosec Austria a wholly-owned subsidiary of Cognosec AB.

This inclusion is in line with Cognosec’s strategy to provide professional and managed services across the EMEA space.

Cognosec Austria is formally incorporated into the Cognosec Group of companies following approval of the transfer by the Austrian Company Register Court on the 29th April 2018 and pursuant to the terms of the agreement between UC Group and Cognosec, with an effective date of the transfer of the 1st January 2018. This information was disclosed in the 2016 company description, prior to the listing of Cognosec AB on Nasdaq First North.

Cognosec Austria, with its head office in Vienna, offers advisory and technical services in areas of cyber security, governance, risk and compliance (GRC), IT service management, information security and systems, IT portfolio and project management risk assessments, in addition to GRC integration services, including GRC, ERM, ICS, and ITGC design and implementation.

Cognosec Austria also possesses a number of accreditations, including that of ‘Qualified Security Assessor’ and ‘Approved Scanning Vendor’, both in accordance with the Payment Card Industry Data Security Standard (PCI DSS), the security standard overseen by the International PCI Security Standards Council. Recently, Cognosec Austria received accreditation with the Cryptocurrency Security Standards: this is in aid of its plan to diversify its services offering into the new and rapidly-growing area of distributed ledger technology and related applications such as Initial Coin Offerings (ICOs).

Cognosec Austria’s certifications and licenses enable Cognosec and its group companies to provide a comprehensive set of services, including the conducting of audits, risk assessments and further complements the cyber security products side of the Cognosec business, to offer a 360-degree cyber security solution for all customers.

Commenting on the integration of Cognosec Austria, CEO Oliver Eckel stated:

“Everyone in Vienna is delighted to officially join Cognosec AB, where we will be able to best utilise the expertise we have developed over the last seven years. The skillset of Cognosec GmbH, combined with the coverage provided by Cognosec AB, will help further cement our position as one of the preeminent cyber security providers in the EMEA region.”

Cognosec AB Chairman Kobus Paulsen commented:

“The formal inclusion of Cognosec GmbH into the Group solidifies our position as a complete cyber security solution provider, that offers resilience rather than the overrated protection angle. Cognosec GmbH encapsulates the true cyber skill of the Group and is what we are recognised for in the market, offering professional advisory and managed services that cover the entire cyber spectrum, from incidence response to building SOCs (Security Operation Centres). Cognosec GmbH is product agnostic but works in conjunction with our value added distribution business, Credence Security. This combined market offering enables us to manage the entire cycle of our clients’ cyber security needs.”


Cognosec AB Q1 2018

Listing in New York coupled with strong revenue growth in Europe and two exclusive strategic acquisition agreements

Cognosec AB (Publ) (“Cognosec” or the “Group”) announces today its first quarter interim report for 2018, which can be found here.

This set of Q1 2018 results highlights the continual need for cyber resilience, amidst evolving advances in online vulnerabilities. Cognosec AB has begun 2018 with a clear statement of development and growth, both organically and through mergers and acquisitions.

Cognosec AB’s mission statement, is to deliver continual cyber resilience for critical business infrastructures. Our strategy for building advance services in the advisory sector is coming to fruition. Cognosec Europe has invested significantly in technologies surrounding our managed services offering and the result this quarter has developed revenue in this area. Within Cognosec South Africa, core growth has been made and despite a cyclical renewal deal being delayed to the following quarter, the region continues to harness its deep relationships with customers and years of established presence in the region.

At the beginning of 2018 Cognosec AB implemented its first step in expanding its shareholder base into the United States. Working closely with Bank of New York Mellon (our Depositary Receipt sponsor) we have provided access to a level 1 ADR for investors, a significant milestone for the Group. In addition we received formal acceptance to become a member of Nasdaq’s International Designation program. This offers a unique partnership with Nasdaq, that provides member companies with Nasdaq’s visibility offering, allowing for greater access to US investors and potentially increased liquidity.

Through extensive strategic discussions at the end of 2017 there is clarity and direction in what is to be achieved in 2018, aligned with key personnel coming on board and executing the operational and strategic delivery of our objectives. Secondly, the signing of two exclusive agreements, outlines a meticulous approach for our medium and long term growth. Our modus operandi in this context is that we carefully select not for sale, financially sound companies that fit with the right ethos and values of Cognosec AB. The companies identified have made significant strides in the cyber security arena and their key personnel are those we strongly identify with in terms of ethics, success and willingness to improve the cyber security landscape for the better. Importantly, they fit seamlessly into our product distribution and professionals services spaces and these types of companies continue to be an area of extensive analysis for potential M&A in the future.

Total year revenues across the group have decreased by 10.7% (405k EUR) to 3.35m EUR, due to a key cyclical renewal not being completed by the end of Q1. Significant year on year revenue growth has been realised in Europe, due to the formal inclusion of Cognosec Gmbh Austria, as mentioned in the 2016 Annual Report. Operating expenditure within the Group has increased 12.89% to 2.77m EUR, this is due to a number of acquisitions beginning the process of integration within the group, it is our intention that further streamlining of operations and systems will reduce the operating expenditure of the new subsidiaries.

HIGHLIGHTS

  • Two Exclusive agreements to acquire companies that specialise in professional services and value added distribution.
  • Companies identified recorded a combined 2017 revenues of 28m EUR and 2.4m EUR EBITDA.
  • Three new offices identified for opening in the Netherlands, Croatia and Hong Kong.
  • The Group employed 173 staff at the end of Q1 2018, up 27% compared to Q1 2017 (136).
  • Cognosec Europe closed revenues of 480k EUR for Q1,1500% up on the previous year (30k EUR).
  • Group Revenue of 3.35m EUR for Q1 2018 (Q1 2017: 3.79m EUR), a decrease of 10.7% year on year.
  • Q1 2018 Gross Margin decreased -3.9% to 1.53m EUR (Q1 2017 1.59m EUR).
  • Group Gross Margin for Q1 2018 was 46% (Q1 2017 Gross Margin: 43%).
  • Cognosec AB accepted to Trade on OTCQX market as a Level 1 A.D.R (OTCQX: CYBNY).

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan
IR-contacts,
Cognosec AB
Email: cognosec@investor-focus.co.uk
This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 27th April, 2018, at 18:00 CET

ABOUT COGNOSEC

Cognosec AB (Publ) is engaged in providing cyber resilience solutions and conducts its operations through physical presences in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS.ST) and as an American Depositary Receipt (OTCQX: CYBNY), the Group delivers services and technology licences to enhance clients’ protections, against unwanted intrusions, to provide and enhance cyber resilience and to prevent various forms of information theft. Cognosec AB had revenues of 17.2m EUR in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec enters exclusive agreement to acquire ADVANTIO

  • Cognosec to acquire 100% of ADVANTIO, subject to contract
  • ADVANTIO is a specialist cyber resilience and advisory business
  • In 2017, ADVANTIO had revenues of €2.8m and EBITDA of €500k
  • Consideration €12m comprises €2.4m cash and €9.6m COGS shares

Cognosec AB (publ) (“Cognosec” or “The Company”), (Nasdaq: COGS OTCQX-Nasdaq Intl. Designation:CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, has signed an exclusive agreement with ADVANTIO, a Dublin-registered company specialising in the provision of cyber resilience solutions, products and services. The acquisition is in line with Cognosec’s strategy to expand corporate professional advisory business areas.

Cognosec AB today announces the signing of Heads of Terms of Agreement pursuant to the acquisition of ADVANTIO, which is expected to close in Q2, 2018 subject to legal, financial and technology due diligence exercises.

ADVANTIO is a Dublin-registered company with offices in Dublin, Naples, Rome and Ukraine. The transaction will include the acquisition of 100% of outstanding shares for a consideration of €12,000,000 comprised of €2,400,000 cash and €9,600,000 Cognosec AB new issue shares. The number of shares issued will be determined by the volume weighted average COGS share price, less a 9 % discount, based on ten business days prior to the execution and closing of the full acquisition’s signing. The transaction will be completed by Cognosec AB. There will be no other impact on Cognosec AB’s balance sheet.

ADVANTIO is a specialist Cyber Resilience advisory company providing professional services, managed solutions and PCI compliance solutions by portal along with multilingual support covering eighteen languages. ADVANTIO was established by pioneers of cyber security with over eighty-man years of management expertise specifically within the provision of advisory and technology driven professional services. ADVANTIO provides a focused approach to the provision of cyber resilience and compliance solutions across numerous business sectors including Travel & Leisure, Financial Services, Technology and Industrials. ADVANTIO helps Merchants and Merchant Portfolio Authorities to fully comply with the PCI DSS, including Requirement 9.9. It also assists organisations to become cyber resilient, from zero to PCI compliant, today.

ADVANTIO, accredited by the Payment Card Industry Security Standards Council, complements the recent acquisitions by Cognosec AB and is established in key synergistic geographies that both support and complement Cognosec AB’s existing geographical and technological infrastructures.

Ranked by the number of Payment Service Providers validated against the Payment Card Industry Data Security Standard (PCI-DSS), the combined businesses will be recognised within the top#5 Qualified Security Assessors by both Visa and MasterCard in Europe.

ADVANTIO recorded revenues of €2.8 in FY2017 and EBITDA of €500k.

The acquisition of ADVANTIO will improve Cognosec AB’s competitive advantage especially within Governance, Risk and Compliance.

Commenting upon the acquisition of the business by Cognosec AB, Marco Borza, ADVANTIO’s Co-founder & CEO, says that – “We are tremendously excited to be joining the Cognosec AB family. We now have the opportunity to accelerate our business plans through the addition of brand new geographies for us and through Cognosec AB’s established client bases. Joining forces provides us with a marvelous platform for aggressive growth and by working together, we are able to now offer a wider range of advisory and related services to both our existing clients and a collective, broader clientele. We can also offer our people greater diversity of opportunities and prospects and we recognise their significant contributions in enabling us to take this exciting new path on our journey.”

Kobus Paulsen, Chairman of Cognosec AB commented – “Marco Borza and his Team have worked extremely hard on building a profitable and productive business and the synergies between our organisations from both cultural and commercial perspectives are immense. ADVANTIO has an extremely loyal client base in key industry sectors and their support and technological capabilities in critical geographies along with their ability to provide continuous care is undisputed. We are sincerely looking forward to building the next phase of our growth, together”

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan

IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 9th April, 2018, at 10.00 CET.

ABOUT COGNOSEC

Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber-attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq:COGS – OTCQX & Nasdaq Intl. Designation:CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 139 personnel at the end of Q4 2017. For further information, please visit www.cognosec.se


Cognosec enters into an exclusive agreement to acquire ITWAY’s Cyber Security Value Added Distributor interests in Turkey and Greece for €10 million

  • Cognosec to acquire 100% of ITWAY HELLAS SL SA & ITWAY TURKYIE LTD
  • ITWAY Turkey and Greece dominate cyber product distribution markets.
  • ITWAY Turkey and Greece revenues in 2017 are €26m with EBITDA of €1.9m

Cognosec AB (publ) (“Cognosec”), (Nasdaq: COGS OTC-Nasdaq Intl. Designation: CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, signs an exclusive agreement with ITWAY S.p.A. (“ITWAY”), a public company listed on the stock exchange managed by Borsa Italiana S.p.A. (ITW.MI), to acquire its Turkish and Greek cyber security product Value Added Distributors.

Cognosec today announces the signing of Heads of Terms of Agreement related to the proposed acquisition by Cognosec of 100% of the shares in ITWAY HELLAS SL SA & ITWAY TURKYIE LTD with aggregate revenues in 2017 of €26m* and EBITDA of €1.9m*

The total consideration payable by Cognosec for the transaction will be €10m and will consist of €2m in cash and the balance being made up of €8m in Cognosec AB new issue shares.

The sale by ITWAY of the Value Added Distribution (VAD) businesses in Greece and Turkey completes their divestment programme of their VAD businesses. The Greek business, headquartered in Halandri, Athens, is the sole distributor for market-leading cyber brands including Check Point, RSA & McAfee and generated around 30% of the combined businesses’ revenues in the last financial year. The Turkish business, headquartered in Istanbul, Turkey, generate around 70% of the combined businesses’ revenues and counts CyberArk, Algosec and Rapid7 amongst its sole distributor relationships. Between them, the businesses employ 23 full time personnel. Both organisations have evinced strong growth records in their respective geography and are both profitable and balance sheet positive.

The acquisition of these businesses complements the recent acquisitions by Cognosec already established in key synergistic geographies that both support and complement Cognosec’s existing geographical and technological infrastructures.

The acquisition of the ITWAY businesses will also improve Cognosec’s competitive advantage especially within further geographical footholds for aggressive expansion.

The transaction which is expected to close in Q2, 2018 is subject to legal, financial and technology due diligence exercises and customary conditions precedent.

Kobus Paulsen, Chairman of Cognosec commented – “Andrea Farina, the Chairman and CEO of ITWAY, and his team have established two amazing businesses evincing CAGRs of 20% consistently in key emerging markets for Cognosec. Their hard work will be continued by the Cognosec team, supported by our personnel from around the world, to build further profitable and sustainable revenues and profit contributions. The ITWAY team are a perfect fit for us culturally and from an entrepreneurial perspective with highly dependable clients and we see immense benefits in acquiring these businesses.”

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:

Tim Metcalfe / Miles Nolan
IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 3rd April, 2018, at 19:30 CET.

ABOUT COGNOSEC

Cognosec AB (Publ) is engged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 139 personnel at the end of Q4 2017. For further information, please visit www.cognosec.se


COGNOSEC Accepted to Trade on OTCQX Market

London United Kingdom – 19 March 2018 – Cognosec AB (the “Company”) (NASDAQ First North: COGS; OTCQX: CYBNY), an international leader in cyber security resilience, governance risk and compliance, advisory and threat prevention, is pleased to announce that it began trading today (19th March) on the OTCQX Market.

The Company has met additional financial standards, best practice corporate governance and compliance with U.S. securities laws, to ascend to the OTCQX Market. This move will provide investors with Real-Time Level 2 quotes for the Company, which can be found at www.otcmarkets.com/stock/CYBNY/overview

Trading on the OTCQX Market will increase the opportunity for liquidity and market visibility for Cognosec AB shares in the United States. The shares are traded at a ratio (DR:ORD) of 1:10.

Chairman, Kobus Paulsen commented: “Ascending to the OTCQX Market is a significant step for Cognosec, with U.S investors being key to our overall global strategy for the Company. Combined with organic growth and strategic M&A, we intend to use this platform to extend our investor pool to the United States, an objective which the OTCQX Market will be immensely valuable in facilitating.”

Jason Paltrowitz, Executive Vice President of Corporate Services at OTC Markets Group commented: “We are pleased to welcome Cognosec to the OTCQX Best Market. Trading on the OTCQX Market will enable Cognosec to expand its shareholder base and visibility in the U.S. and to help grow liquidity in its home market.”