Wrkr Ltd · ASX:WRK
Wrkr — Entitlement Offer Presentation
28 slides from Wrkr's investor presentation, Apr 10, 2019
Slide 1: Entitlement Offer Presentation
Entitlement Offer Presentation 10 April 2019 3475-7024-1549, v. 1
Slide 2: Cautionary Statements
Cautionary Statements Nature of this document This presentation has been prepared by Integrated Payment Technologies Limited (InPayTech, IP1 or Company) in relation to a pro rata non-renounceable entitlement offer (Entitlement Offer) of new ordinary shares (New Shares) in InPayTech to be made under
Slide 3: Cautionary Statements
Cautionary Statements future financial performance or condition. Investors should note that past performance, including past share price performance, of InpayTech, cannot be relied upon as an indicator of (and provides no guidance as to) future InPayTech performance including future share price perf
Slide 4: Cautionary Statements
Cautionary Statements • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act. Singapore Disclaimer This presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary
Slide 5: Table of Contents
Table of Contents CAPITAL RAISING OVERVIEW 6 STRATEGIC RATIONALE FOR CAPITAL RAISING 9 USE OF FUNDS – $1.544M 12 USE OF FUNDS – $1.09M 13 PROFORMA BALANCE SHEET SUMMARY 14 ENTITLEMENT OFFER TIMETABLE 15 POST OFFER CAPITAL STRUCTURE 16 POTENTIAL EFFECT OF THE ENTITLEMENT OFFER ON THE BENEFICIAL OWNER
Slide 6: Capital Raising Overview
Capital Raising Overview Entitlement Offer size and Entitlement Offer comprises: structure • a 1 for 1 accelerated non-renounceable entitlement offer to existing shareholders to raise up to approximately A$1.544 million: o $0.770 million Institutional Entitlement Offer; and o $0.774 million Retail E
Slide 7: Pre-commitments & partial underwrite
Pre-commitments & partial • All Directors of InPayTech being Don Sharp, Paul Collins and Robin Beauchamp (or entities associated with them) underwrite along with InPayTech’s largest shareholder Colin Scully (or entities associated with him) are supportive of the Entitlement Offer and have made bindi
Slide 8: Offer of Employee Options
Offer of Employee Options • After completion of the Retail Entitlement Offer, the Board proposes to issue a maximum of 15,000,000 options under the Company’s Employee Share Option Plan (ESOP). • The options will be offered to key employees (other than directors) as an incentive to achieve internal m
Slide 9: Strategic Rationale for Capital Raising
Strategic Rationale for Capital Raising Service compliance and • Under the ATO’s Operational Framework for digital service providers, organisations providing Superstream1 and accreditation single touch payroll (STP)2 services for Australian employers must be certified against either: iRAP; ISO / IEC
Slide 10: ClickSuper
ClickSuper • ClickSuper is InPayTech’s current main income generating product. • Since its launch in 2010, ClickSuper has processed millions of superannuation and e-commerce transactions representing more than $20 billion in value. • ClickSuper has been developed with the intention to deliver highly
Slide 11: PayVu
• Over the last 12 months PayVu has evolved from a simple payment assistant for SME business owners to a fully PayVu automated multi-feature payments platform. • PayVu’s main features comprise: o complete display of all due payments from the client’s accounting system (eg XERO); o payment recommenda
Slide 12: Use of Funds – $1.544m
Use of Funds – $1.544m (the maximum amount is raised) This table displays intended use of funds if $1.544m is raised (100% of the Entitlement Offer) Sources $m Uses $m Cash balance at 31 March 2019 0.5 ISO 27001 Accreditation application and maintenance 0.1 ISAE 3402 SOC 2 Accreditation application
Slide 13: Use of Funds – $1.09m
Use of Funds – $1.09m (the minimum amount is raised) This table displays intended use of funds if $1.090m is raised (approximately 70.6% of the Entitlement Offer)1 Sources $m Uses $m Cash balance at 31 March 2019 0.5 ISO 27001 Accreditation application and maintenance 0.1 ISAE 3402 SOC 2 Accreditati
Slide 14: Proforma Balance Sheet Summary
Proforma Balance Sheet Summary IPT Minimum Maximum Reviewed pro forma pro forma $'000 as at 31-Dec-18 as at 31-Dec-18 as at 31-Dec-18 Current assets Cash and cash equivalents 1,086 2,146 2,600 Trade and other receivables 235 235 235 Total current assets 1,321 2,381 2,835 Non current assets PPE 28 28
Slide 15: Entitlement Offer Timetable
Entitlement Offer Timetable Event Date Announcement of Entitlement Offer and InPayTech goes into Trading Halt Wednesday 10 April 2019 Institutional Entitlement Offer closes (5pm, Sydney time) Thursday 11 April 2019 Results of Institutional Entitlement Offer announced and Trading Halt lifted Friday 1
Slide 16: Post Offer Capital Structure
Post Offer Capital Structure Pre Entitlement Post Entitlement Offer Post Entitlement Offer Offer (assuming the (assuming the minimum of maximum of $1.09m is raised $1.544m is raised through the through the Entitlement Offer) Entitlement Offer ) Shares 154.42 Million 263.45 Million 308.84Million Cash
Slide 17: Potential Effect of the Entitlement Offer on beneficial ownership
Potential Effect of the Entitlement Offer on the beneficial ownership of InPayTech Current number Current beneficial Maximum number of shares over which Maximum beneficial Shareholder of shares over ownership holder may have beneficial ownership 3 ownership percentage of which holder percentage of I
Slide 18: Key Risks
Key Risks Introduction An investment in InPayTech will be exposed to a number of risks. Risks include key risks relating to InPayTech’s business that senior management and the Directors focus on when managing the business and have the potential, if they occurred, to result in significant consequence
Slide 19: Current revenue value
Current revenue value InPayTech’s current revenue streams are primarily from clients contracted to use ClickSuper. Client contract renewals occur on a rolling basis. There is a risk that not all contracts with existing clients will be renewed or that new clients will not contract with InPayTech. Reg
Slide 20: Accreditation as a Gateway
Accreditation as a Gateway An entity must be approved by the ATO as a ‘Gateway’ in order to be eligible to send or receive SuperStream messages via the SuperStream Transaction Network. The ATO approval of ClickSuper is subject to InPayTech obtaining ISO 27001 accreditation by December 2019. There is
Slide 21: Funding
Funding The proposed use of funds set out in this presentation is based on estimates and assumptions about certain events and circumstances which have not yet taken place, and are therefore subject to variation and possible non fulfilment. There can be no assurances as to the accuracy of estimated e
Slide 22: Unanticipated Market Changes
Unanticipated Market Changes It is possible that the superannuation and/or electronic payments markets may change in a way not anticipated by InPayTech. This change may be caused by the influence of single touch payroll, for example, if superannuation funds were to invest in a methodology to create
Slide 23: Disruption of Business Operations
Disruption of Business Operations InPayTech and its customers are exposed to a large range of operational risks relating to both current and future operations. Such operational risks include equipment failure, accidents, information systems failure, external services failure, industrial action or di
Slide 24: Data Breach, Misuse and Breach of Privacy
Data Breach, Misuse and Breach of Privacy Through the ordinary course of business, the InPayTech collects a wide range of confidential information. The ability to derive an employee’s total salary from their superannuation guarantee amount and the emergence of identity theft has meant privacy and co
Slide 25: Liquidity and Realisation Risks
Liquidity and Realisation Risks InPayTech is a small company when compared to other companies listed on ASX. As a result there may be limited liquidity of its shares on ASX at any given time. This may increase the volatility of the market price of the shares as well as the prevailing market price at
Slide 26: Programming Errors
Programming Errors InPayTech’s products contain complicated programming and its objectives are to quickly develop and launch new and innovative products and features. They may therefore contain, now or in the future, errors, bugs or vulnerabilities or not be sufficiently documented or tested. Any er
Slide 27: Risks associated with an investment in shares
Risks associated with an investment in shares There are general risks associated with investments in equity capital such as InPayTech’s shares. The trading price of InPayTech’s shares may fluctuate with movements in equity capital markets in Australia and internationally. Generally applicable factor
Slide 28: Glossary
Glossary A$ means the lawful currency of the Commonwealth of Australia. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires. ASX Listing Rules means the listing rules of the ASX. Big 4 means Commonwealth Bank of Australia (CBA), Westpac Banking Corp