Offer : Placement of 12,500,000 fully paid ordinary shares for Sophisticated Investors at AUD$0.16 per share to raise up to $2 million. Current trading price as at the close of 1/5/18 AUD$0.19.
KEY SELLING POINTS:
Adcel is an attractive acquisition offering EN1 extensive synergies and Revenue multiplying opportunities. Adcel is currently integrated with over 40 demand partners (buyers), and has over 6,000 exclusive apps running the Adcel SDK (direct monetisation technology). Some leading clients of Adcel include Amazon, Twitter and Google.
This acquisition is expected to be worth an additional AUD $6m in revenue for engage:BDR over a full 12 month period from the completion of the proposed acquisition.
Adcel Acquisition Terms are very favourable with mostly share consideration issued at a value of 22c per share:
$4.5m USD total consideration which is made up of:
$3.5m USD in EN1 shares issued at a deemed value of 22c (50% of the shares issued will be escrowed for 6 months from issue date and the 50% balance to be escrowed for 12 months from issue date)
$1m USD in cash payable upon successful completion.
In 9 years of operations EN1 has:
ü Achieved nearly $200m of gross revenue
ü Achieved profitability 6 of its 9 year operations and returning to profitability in 2018
ü Reaches over 550m unique users worldwide every month
ü Has completed 86 programmatic buyer and seller integrations to date
ü Is expecting to deliver $24-24.5m in revenue for 2018 or combined with Adcel increasing to $30M.
ü Is expecting to deliver $1.2-1.5m of profit (EBITDA) for 2018
|Issue||Placement of fully paid ordinary shares|
|Offer Type and Size||Placement of up to 12,500,000 fully paid ordinary shares via s.708 placement to raise up to $2,000,000 (with the ability to take over subscriptions)
The Company also plans a capped Share Purchase plan for existing shareholders.
|Fixed Offer Price||A$0.16 per fully paid ordinary share (Offer price)|
|Use of Proceeds||Funds raised by the Placement will be used to:
· Complete the cash component of the acquisition of AdCel
· Increase the size of engineering team to speed up the rate of client platform integrations
· Increase marketing of the Company’s IconicReach influencer marketing platform
· General working capital
|Disclosure||A prospectus will not be lodged in relation to this placement. The Placement is only available to ‘exempt’ investors or ‘sophisticated’ investors. Investors must satisfy the requirements of either s708 (8), 708(10) or 708(11) of the Corporations Act.
engage:BDR Directors may participate in this offer.
|Current Capital Structure||Ordinary Shares: 252,445,579
(includes Founders escrowed shares 146,928,131 – 58.2%)
Listed Options EN1O: 30,000,000
(exercisable at $0.25 prior to 14 December 2020)
Market Capitalisation: $40.39 m @ $0.16 cents per share
|Shares to be Issued Pursuant to Successful completion of Placement||Placement @ AUD $0.16: 12,500,000 ~15% discount to 19c closing share price
And accompanying Share Purchase Plan for eligible shareholders
Post Cap Raise Shares on issue: 264,945,579
Market Cap Post raising: $42.39m
|Indicative Timing||Firm Bids Due: 11am AEST Wednesday 2 May 2018
Acceptance forms to be returned: 4pm AEST Wednesday 2 May 2018
Settlement: Wednesday 9 May 2018
Expected Allotment: Thursday 10 May 2018