Vinyl Group Ltd. · ASX:VNL
Vinyl — Investor Presentation (December 2024)
34 slides from Vinyl's investor presentation, Dec 17, 2024
Slide 1: Entitlements Offer Presentation
December 17 2024 Not for release to US wire services or distribution in the United States
Slide 2: Disclaimer
Disclaimer This presentation has been prepared by Vinyl Group Ltd ACN 106 513 580 (Vinyl Group or the Company). The material This presentation has been prepared from sources which Vinyl Group reasonably believes to be reliable and accurate as at the contained in this presentation is intended to be s
Slide 3: Disclaimer, continued
Disclaimer, continued This presentation does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this presentation. The Offer is not being extended, and New Shares will not be issued, to
Slide 4: Our Purpose is Connection
Our Purpose is Big Hairy Connection Audacious Goal We build tech solutions that connect To connect 1000 leading brands, music fans, creators and brands 100M1 music creators and 1B2 fans 1. Midia Research 2024 - 198M music creators by 2030 - https://routenote.com/blog/nearly-200-million-music-creator
Slide 5: Share Price vs Quarterly Revenue (Unaudited)
Share Price vs Quarterly Revenue (Unaudited) Consolidated Quarterly Share Revenue Price (Unaudited) 1 The Brag Media results from Feb 2024 onwards. 2 Q1’24 Q2’24 Q3’24 Q4’24 Q1’25 Q2’25 Mediaweek results from September onwards 2024 3 Serenade results from October 2024 onwards 3 Funkified results will
Slide 6: Accelerated Entitlements Offer
Capital structure Accelerated On Issue as Entitlements Offer at the date of this Offer To be issued under the Share to Issue for Concrete Total following the Offer Offer Playground Document $7.6M Partially Underwritten by Peloton Capital - see terms in Appendix A Ordinary 1,184,897,402 76,444,994 12,676
Slide 7: Proposed Acquisition: Concrete Playground
Proposed Acquisition: Concrete Playground Concrete Playground, launched in 2009, is a leading digital city guide that curates the most engaging events, experiences, and trends in Sydney, Melbourne, Brisbane, Auckland, and Wellington. Its platform complements The Brag Media’s go-to-market strategy by
Slide 8: Acquisitions Completed in FY25
Acquisitions Completed in FY25 A trusted name in the Australian media NFTs meet NFC: Serenade is a cutting-edge Founded in 2009, Funkified Entertainment industry, Mediaweek has been the go-to web3 music technology platform that has is a premier events and brand activations source for media, agency, m
Slide 9: Leadership Team
Leadership Team Josh Simons Jorge Nigaglioni Jessica Hunter Joel King CEO CFO Head of The Brag Media Brag COO Aligned, focused and driven Alli Galloway Jessy Trengove Chris Lowe CMO CPO Tech Director
Slide 10: The Board
The Board Linda Jenkinson Ken Gaunt Ben Katovsky Steve Gledden Josh Simons Jorge Nigaglioni Non-Exec Chair NED NED NED Exec Director Company Secretary First woman to list Serial entrepreneur CEO Hipgnosis Managing Partner CEO Vinyl Group CFO Vinyl Group company on and Top 10 Song of Straight Bat and
Slide 11: Top Shareholders as of December 2024
Top 10 Shareholders as of December 10 2024 Holder Name* Holding % IC REALWISE GROUP HOLDINGS PL 441,311,908 37.24% SONGTRADR INC 207,951,257 17.55% BNP PARIBAS NOMINEES PTY LTD 55,504,803 4.68% RUSCOL PTY LTD 26,117,172 2.20% WILTSHIRE MEDIA PTY LTD 25,122,000 2.12% Tightly held, with T10 holding ~7
Slide 12: Thank you
Thank you For more information please ” contact investors@vinyl.group We forecast music revenue to more than ASX: VNL double to about $131 billion by 2030.” 11 Wilson St, South Yarra, VIC, 3141 Goldman Sachs, May 2024 https://vinyl.group Awards this calendar year:
Slide 13: A - Summary of Underwriting Agreement Terms
Appendix A - Summary of Underwriting Agreement Terms Lead Manager Fee 2% of proceeds raised under the offer Underwriting Fee 4% of the proceeds raised under the offer, Funds Placed excluding any proceeds raised under the except precommitments Options Peloton will be issued with 2 million options exerc
Slide 14: A - Summary of Underwriting Agreement Terms, continued
Appendix A - Summary of Underwriting Agreement Terms, continued 1. Material Financing Arrangements: a. any Material Financing Arrangement is: i. terminated (or becomes capable of being terminated by a party), rescinded or repudiated or rendered void, illegal or otherwise unenforceable; ii. breached
Slide 15: A - Summary of Underwriting Agreement Terms, continued
Appendix A - Summary of Underwriting Agreement Terms, continued 6. Delisting: ASX announces that the Company will be removed from the official list or that the Shares will be: a. removed from official quotation; or b. suspended from quotation by ASX for two or more than two Trading Days for any reason o
Slide 16: A - Summary of Underwriting Agreement Terms, continued
Appendix A - Summary of Underwriting Agreement Terms, continued 16. *Information: any information supplied (including any information supplied prior to the date of this Agreement) by or on behalf of the Company to the Underwriter for the purposes of the Due Diligence Investigations, the Offer Materia
Slide 17: A - Summary of Underwriting Agreement Terms, continued
Appendix A - Summary of Underwriting Agreement Terms, continued 22. Fraud: the Company, any of its Directors or the Chief Executive Officer or Chief Financial Officer of the Company is charged in relation to any fraudulent conduct or activity whether or not in connection with the Offer; 23. Prosecution o
Slide 18: A - Summary of Underwriting Agreement Terms, continued
Appendix A - Summary of Underwriting Agreement Terms, continued 26. Market Disruption: a. trading of all securities quoted on ASX, the London Stock Exchange, the Hong Kong Stock Exchange, the New York Stock Exchange, the NASDAQ or the Toronto Stock Exchange is suspended or limited in a material resp
Slide 19: A - Summary of Underwriting Agreement Terms, continued
Appendix A - Summary of Underwriting Agreement Terms, continued 27. Illegality: there is an event, occurrence or non-occurrence after the execution of this Agreement which, in each case, is outside the Underwriter’s reasonable control or which it is otherwise reasonably unable to anticipate or fores
Slide 20: B - Timeline
Appendix B - Timeline Request for trading halt, announcement of the Entitlement Offer (prior to market opening), investor presentation, Appendix 3B and 17 December 2024 s708AA(2)(f) Cleansing Notice released to ASX (prior to market opening) Institutional Offer opens Prior to noon AEST on 17 December 2
Slide 21: C - Risks
Appendix C - Risks The New Shares being offered under the Entitlement Risks specific to Vinyl Group’s business Offer are considered highly speculative and carry no guarantee with respect to the payment of dividends or A. Software risks returns of capital. An investment in the Company is not B. Developm
Slide 22: C - Risks, continued
Appendix C - Risks, continued Risks specific to Vinyl Group’s business (a) Software risks Vinyl Group is reliant on the availability and quality of its software. It is possible that an event could occur (for example, a software, hardware or connectivity outage, a software error or malfunction) that r
Slide 23: C - Risks, continued
Appendix C - Risks, continued (c) Future funding needs The cash reserves as at the date of this Offer Document, together with the funds to be received in connection with the Entitlements Offer, are considered sufficient to meet the immediate objectives of the Company. Further funding may be required by
Slide 24: C - Risks, continued
Appendix C - Risks, continued (f) Distribution Agreements Vinyl Group has entered and will continue to enter into various Distribution Agreements with third party suppliers for the supply and distribution of vinyl products which are used by the Vinyl Platform. Vinyl Group is dependent on these third
Slide 25: C - Risks, continued
Appendix C - Risks, continued (i) Computer system risk Our growth depends on the ability of our potential customers to access the Jaxsta, Vampr, Serenade and Vinyl Platforms, as well as the websites for The Brag Media and its publications, as well as Mediaweek website, at any time and within an acce
Slide 26: C - Risks, continued
Appendix C - Risks, continued (j) Data loss, theft or corruption Techniques used to gain unauthorised access to data and software are constantly evolving, and we may be unable to prevent unauthorised access to data pertaining to our users, including credit card and debit card information and other p
Slide 27: C - Risks, continued
Appendix C - Risks, continued (k) Reputation Risk Vinyl Group operates in an online environment therefore unfavourable publicity regarding: terms of Service, Service changes, Service quality, the actions of our developers whose services are integrated with our Service, the use of our Service for ill
Slide 28: C - Risks, continued
Appendix C - Risks, continued (s) Contract Risk We are party to many license agreements which are complex and impose numerous obligations upon us which may make it difficult to operate our business. A breach of such agreements could adversely affect our business, operating results, and financial conditi
Slide 29: C - Risks, continued
Appendix C - Risks, continued General risks (a) Price of Shares The Shares are subject to general market risks applicable to all securities listed on a stock exchange. This may result in fluctuations in the Share price that are not explained by the performance of the Company. The price at which Share
Slide 30: C - Risks, continued
Appendix C - Risks, continued (b) Shareholder dilution In the future, the Company may elect to issue further Shares in connection with fundraisings, including to raise proceeds for acquisitions or investments. While the Company will be subject to the constraints of the Listing Rules regarding the pe
Slide 31: C - Risks, continued
Appendix C - Risks, continued (e) Accounting standards Australian Accounting Standards (AAS) are adopted by the AASB and are not within the control of the Company and its Directors. The AASB may, from time to time, introduce new or refined AAS, which may affect the future measurement and recognition o
Slide 32: D - Proforma Balance Sheet June 2024
Appendix D - Proforma Balance Sheet 30 June 2024 The effect of the offer is to increase cash reserves by a net $7,274M Allocation of acquisitions dependent on final accounting for identifiable assets. Provisional accounting to be in place until independent report is finalised. They are reflected as intang
Slide 33: E - Concrete Playground Heads of Agreement Key Terms
Appendix E - Concrete Playground Heads of Agreement Key Terms Purchase Price $5.0 million purchase price as follows: 1. $3.5M in cash due at closing, $3.2M paid to the seller and $0.3M paid into escrow account 2. $1.5M to be paid in scrip at the fifteen (15)-day Volume Weighted Average Price (VWAP) o
Slide 34: E - Concrete Playground Heads of Agreement Key Terms
Appendix E - Concrete Playground Heads of Agreement Key Terms Exclusivity Period 1. For a period of 75 days from the date (11 December 2024) of this HOA (Exclusivity Period), the Seller shall not: 2. For a period of 75 days from the date of this HOA (Exclusivity Period), the Seller shall not: a. dir