Announcement of Offer Price

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in or into the United States or in any other jurisdiction, including in or into Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except solely on the basis of information contained in the prospectus (the "Prospectus") in its final form to be published by Avast plc (the "Company") and its subsidiaries (the "Group", or "Avast") following the approval of the Prospectus in connection with the proposed admission of its ordinary shares (the "Shares") to the Premium Listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will, following its publication, be available for inspection from https://investors.avast.com.

For immediate release

10 May 2018

AVAST PLC

Announcement of offer price of 250 pence per Share in initial public offering of 240,792,902 Shares

Avast, a leading global cybersecurity provider, today announces the successful pricing of its initial public offering of Shares at 250 pence per Share (the "Offer Price") comprising an offer of 58,977,478 New Shares and 181,815,424 Existing Shares (the "Offer").

OFFER HIGHLIGHTS

· The Offer Price has been set at 250 pence per Share.

· Offer size of $816.6 million (£602.0 million) including gross primary proceeds of approximately $200.0 million (£147.4 million). The Offer represents approximately 25.3% of the Shares of the Company.

· An additional 15% of the total number of Shares comprised in the Offer (36,118,935 Shares, equating to proceeds of $122.5 million (£90.3 million)) has been made available pursuant to the over-allotment option.

· On the basis of the Offer Price, the market capitalisation of the Company at the commencement of conditional dealings will be approximately £2,381.6 million ($3,230.5 million).

· Conditional dealings in the Shares will commence on 10 May 2018 under the ticker "AVST" with admission of the Shares to the Premium Listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange plc ("Admission") expected to take place on 15 May 2018.

Vince Steckler, Chief Executive Officer of Avast, said:

"Today is a significant milestone for Avast. As the number of cyber threats around the world continues to dramatically increase, our focus on developing award-winning security products to help protect people's digital lives has enabled us to grow our business into the number one global consumer cybersecurity company, with more than 435 million users worldwide. I look forward to this next chapter in the company's history and I am confident that our listing on the LSE will help support further growth."

John Schwarz, Independent Chairman of Avast, said:

"I would like to welcome our new investors and thank them for the strong interest they have shown in the offer. The Board and management team are fully focused on executing the strategy to drive value for our shareholders and I am confident that the Group's scale and leading edge technology provide a firm platform to drive future growth."

FURTHER DETAILS OF THE OFFER

· At Admission, the Company will have 952,639,185 Shares in issue.

· The Group intends to use the primary proceeds of the offer to reduce its overall indebtedness, which is expected to provide it with greater financial flexibility to drive the future growth of the business. The Group will use approximately $200 million of proceeds from the Offer, along with cash on hand, to prepay $300 million in principal amounts outstanding under its dollar term loan facility, and expects that its ratio of net indebtedness (debt less cash and cash equivalents) to Adjusted Cash EBITDA (for the last twelve months ("LTM") at the time of IPO will be approximately 3.0x.

· Immediately following Admission, it is expected that Pavel Baudiš and Eduard Kučera (the "Founders"), Sybil Holdings S.a.r.l (owned by funds advised by affiliates of CVC Capital Partners Advisory Company (Luxembourg) S.a.r.l.) ("Sybil") and funds advised by Summit Partners, L.P. and its affiliates ("Summit") (the "Major Shareholders") will hold approximately 37.5%, 22.7%, and 5.7% of the Company's Shares respectively assuming no exercise of the over-allotment option, and 37.5%, 19.7% and 5.0% assuming exercise in full of the over-allotment option. Other shareholders (incl. management, directors and employees) will hold approximately 8.8% of the Company's Shares.

ADMISSION AND DEALINGS

Conditional dealings in the Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) today (10 May 2018) under the ticker "AVST".

Admission and the commencement of unconditional dealings in the Shares are expected to take place at 8.00 a.m. (London time) on 15 May 2018.

The Pricing Statement relating to the Offer will be available free of charge at the Company's registered office at 110 High Holborn, London WC1V 6JS, United Kingdom. In addition, the Pricing Statement will (subject to certain restrictions) be published on the Company's website at https://investors.avast.com.

FURTHER INFORMATION

The Company and the Major Shareholders (including the Founders) will, save with the consent of the Joint Global Co-ordinators or a majority of the Underwriters as prescribed in the Underwriting Agreement, be subject to 180 day lock-up arrangements, subject to certain exceptions. Directors (excluding the Founders) and other Selling Shareholders will, save with the consent of the Joint Global Co-ordinators or a majority of the Underwriters as prescribed in the Underwriting Agreement or respective share sale deeds, be subject to 360 day lock-up arrangements, each subject to certain exceptions.

As stabilising manager on behalf of the syndicate, Morgan Stanley & Co. International plc ("Morgan Stanley" or the "Stabilising Manager") has been granted an over-allotment option by Sybil and Summit, exercisable no later than thirty days from today, over up to an additional 36,118,935 Shares, equal to 15% of the total number of Shares comprised in the Offer. 

It is also expected that, subject to Admission and other conditions being met, the Company will in due course be considered eligible for inclusion in the FTSE UK Index Series.

Full details of the Offer will be available in the prospectus, which is expected to be published later today and available (subject to certain restrictions) on the Company's website: https://investors.avast.com.

Enquiries:

Dorothy Burwell 

Andy Parnis

IMPORTANT NOTICE

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Morgan Stanley & Co. International plc ("Morgan Stanley") and UBS Limited ("UBS Investment Bank") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 as amended ("FSMA").

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Neither this announcement, nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan, including to any branch or agency of a non-US person located in the United States, or in any other jurisdiction where to do so could constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or other securities laws. The Offer and the distribution of this announcement and other information in connection with Admission and the Offer in other jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, or subscribe for, Shares to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan or in any other jurisdiction where to do so could be unlawful.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is exclusively addressed to and directed at Qualified Investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it can otherwise lawfully be distributed (each a "Relevant Person"). This announcement must not be acted or relied upon by persons other than Qualified Investors in any member state of the EEA other than the United Kingdom and Relevant Persons in the United Kingdom and any investment or investment activity or controlled investment or controlled activity to which this presentation relates will only be available to such persons and will be engaged in only with such persons.

Certain information regarding market size, market share, market position, growth rate and other industry data pertaining to the Group and its business contained in this announcement consist of Directors' estimates and conclusions based on their review of internal Group data, external third-party data, reports compiled by professional organisations and other sources.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Forward-looking statements include all matters that are not historical facts and involve predictions, and include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; contracted revenues, committed revenues, liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of the Group's markets; and the strength of the Group's competitors. In particular, statements in this announcement regarding expectations in respect of the Group's Adjusted Billings, Adjusted Revenue, Adjusted Cash EBITDA, revenue or capital expenditure, as well as other expressions of the Group's targets and expectations, should be considered forward-looking statements. Such statements may differ materially from the Group's actual results. These expectations and estimates are based on a number of assumptions, which are inherently subject to significant business, operational, economic and other risks, many of which are outside of the Group's control. Accordingly, such assumptions may not materialise at all. Any forward-looking statements, including the Group's medium term objectives, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which the Group operates. In particular, such factors include, but are not limited to, changes in economic conditions, the Group's competitive environment, the Group's relationship with customers, the Group's ability to execute its strategy, the legislative or regulatory regimes under which the Group operates, or the taxation regime applicable to the Group, as well as other factors within and beyond the Group's control that may affect its operations or planned strategies and operational initiatives. As a result, the Group's actual results may vary from the medium term objectives established herein and those variations may be material. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

Each member of the Group, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise, subject, in the case of the Group and its affiliates, as required by law or regulation.

Each of Morgan Stanley, UBS Investment Bank, Barclays Bank PLC, Credit Suisse Securities (Europe) Limited, Jefferies International Limited, Merrill Lynch International, and KeyBanc Capital Markets Inc. (together, the "Underwriters") and N M Rothschild & Sons Limited ("Rothschild" or the "Financial Adviser" and together with the Underwriters, the "Banks"), are acting exclusively for the Group and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Morgan Stanley and UBS Investment Bank are authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom. Rothschild is authorised and regulated by the FCA in the United Kingdom.

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the FCA and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by the Company in due course in connection with the proposed admission of its Shares to the Premium Listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. Copies of the Prospectus will, following its publication, be available from the Group's website at www.avast.com. Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer and Admission. Before investing in the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change.

The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee the Offer and/or that Admission will occur and you should not base your financial decisions on the Group's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.

In connection with the Offer of the Shares, each of the Underwriters and any of their affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters and any of their affiliates acting in such capacity. In addition, the Underwriters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of Shares. None of the Underwriters nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks nor any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offer or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Banks and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

In connection with the Offer, Morgan Stanley, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Morgan Stanley is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, Morgan Stanley as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, Morgan Stanley has entered into over-allotment arrangements pursuant to which Morgan Stanley may purchase or procure purchasers for additional Shares up to a maximum of 15% of the total number of Shares comprised in the Offer (the "Over Allotment Shares") at the Offer Price. The over-allotment arrangements are exercisable in whole or in part, upon notice by Morgan Stanley, at any time on or before the 30th calendar day after the commencement of conditional trading of the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other Shares.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.