The start of an exciting journey with Kakadu

Have you ever had to help grandma or grandpa with PC, Wifi, TV, Google, online banking, Facebook, Instagram, Snapchat or any other digital solution?

Perhaps you've heard of Kakadu, the Stavanger-based company that started with the dream that everyone should be able to take part in digital development, regardless of age, background or ability?

But what you probably didn't know is that Kakadu and Unlisted were started around the same time. In fact, we were in the same startup program at SR bank. It was the start of an exciting journey together.

This case study takes you on that journey and lets you read about it:

• How Kakadu solved the familiar challenge for startups: how to raise capital?
• How they compensated employees and the board with appropriate share and option programs.
• Why they were well equipped when an employee with shares quit their job.
• The software that gives Kakadu a full overview of ownership.

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The challenge

In the fall of 2020, Kakadu wanted to raise investor capital and began making various assessments. How should they proceed, and which structures should they choose that suited their plan? Ownership is a complex domain, and Kakadu chose to engage Unlisted for sparring. Other challenges discussed were whether or not to have a compensation package for the board, what it should look like, and whether to create a share incentive scheme for new employees, and if so, what should it look like?

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The process

Through a combination of face-to-face meetings and teams, we started this advisory process. In such a process, there are several aspects that should be considered. Are there existing share incentive schemes? What are their thoughts on investment processes? Has the company raised capital already? Have they valued the company? Do they have a shareholder agreement? Are there bylaws that need to be taken into account? What is the current ownership structure? What effect do they want to achieve with this? And what are their growth plans for the future?

The next step was to look at who would be involved in shaping this future and creating this growth. Through this sparring, we were able to combine the information Kakadu gave us with our domain knowledge to create something that not only worked then, but a structure they could grow with. A structure that works for Kakadu today, and a plan for the structure in the next phase. A holistic plan for a structure that is optimized in terms of tax, cost, risk and desired impact. This is where the gold lies.

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The solution

When you start a dialog early, you can create a good plan for a coherent structure that works well over time. Kakadu's solution is a good example of this and included a combination of several different instruments/agreements and processes:  

• Raising capital via a SLIP deal: Kakadu raised initial funding from investors via a SLIP (Startup Lead Investment Paper), which enabled Kakadu to attract fast money, defer valuation, and run a preferential incentive program. This also made it possible to trigger financial support from Innovation Norway

• Shareholders' agreement (SHA): Kakadu entered into a shareholders' agreement with all owners. It is important that this is consistent with the overall ownership structure. This should also take into account share incentive programs. Unlisted provided sparring in connection with harmonizing this.  

• Restricted Stock Awards (RSA) to employees: Through the RSA program, we helped Kakadu put in place a good structure to recruit and motivate employees, while keeping costs down during a period of growth where they had limited liquidity. This structure also ensured that Kakadu could easily buy back unvested shares at cost without issue when an employee left earlier than planned.

• Restricted Stock Awards (RSA) to board members: By compensating directors with shares rather than capital, the company freed up capital in the growth process of Kakadu, while creating motivation for directors and reducing the tax burden.

• Subscription rights: Kakadu entered into an investment structure to gain access to significant network and support, including subscription rights.

• Investment process: Kakadu did a good job of raising capital from solid players. During this phase, Unlisted occasionally acted as a sparring partner in connection with the process and calculations. This included calculations of share distribution in connection with the conversion of the SLIP structure and the exercise of subscription rights in the capital increase via Unlisted's digital platform. When Kakadu gave us the opportunity to digitize the company through our software, we had full insight, full overview and a clear snapshot. This made it easy for us to act as an independent advisor.

• Option agreements for new team: Following the investment process, Kakadu continued to grow. Following a capital increase, there was a need to utilize a new type of share incentive scheme. The new structure chosen was an option scheme that qualified for a favorable tax regime for the employees and the company.  

• Our software: Kakadu chose to use Unlisted's digital platform to manage all these agreements. A platform to manage ownership, issue options, and give employees and investors insight into the details of ownership. With the software in use, Kakadu could provide access to owners, board members, lawyers, accountants and anyone working on a task in the same system. This can be extremely useful in cases such as a conversion, statutory reporting of benefits in kind or ownership structure. Anyone with access to the Kakadu portal will always have a real-time view of the ownership structure of the company at the various levels of detail to which users have been delegated access.

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Result

Kakadu has been good at developing the company from an idea to a company with good market momentum. They have been thorough in the planning phase and made good choices along the way.

Kakadu was careful to create a capital strategy and implemented an advantageous ownership structure from the start that takes several factors into account. Both a good structure that motivates, is tax-optimized and has a good compensation effect in a phase where capital is critical. But also a structure that safeguards risk, for example, if an employee leaves, there is a good plan for how many shares are bought back in an efficient manner and predetermined conditions.  

Kakadu has now implemented a modern portal where they have a full overview of the shareholder register, all share rights, share and option agreements. This gives employees the opportunity to log in to their own personal portal, see what they own and follow the development of their shareholding. This helps to keep them motivated.

With this portal, Kakadu gets a comprehensive overview of ownership, and can see with precision who will own what today, but also in the future, based on all the share rights in the company. Some of the biggest benefits of this system are that they have saved significant time and reduced costs that would otherwise have gone to lawyers.

It's also worth noting that Kakadu now operates in a way that is attractive to investors. When seeking capital, they present a structure that investors appreciate seeing. Their capital strategy ticks off the qualities that investors actively look for. This makes it easier for the company to raise more growth capital over time as opposed to companies that have a more troubled ownership structure.

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Comment from the leaders

"Ownership structure is both difficult and scary! We were warned about various risks, so we wanted to do things right from the beginning. But this field is so complex and there are so many factors to consider. Fortunately, we met Unlisted, who guided us through this process. Now we have a solid structure that we can scale with, and an efficient software to manage this."

HegeFiskå, Co-founder, Kakadu
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"The collaboration between us and Kakadu worked very well from day one, and a key to this was the continuous and open dialog we had. Good communication is an essential prerequisite for the success of such processes.
Another important factor in the success was that we were involved early in the process. We always recommend waiting to raise capital before contacting us; the earlier we get involved, the better. It has to do with the scope you have to plan for different structures. Kakadu understood this and kept us constantly updated, leading to a seamless and productive process. Their openness and willingness to engage in good dialog was crucial for the collaboration to work so well. We are lucky to have been able to work with such an exciting company as Kakadu! "

Fredrik Harestad, Founder and CEO, Unlisted