Slide 1: Acquisition of Opmantek and $14m capital raising
For personal use only Acquisition of Opmantek and $14m capital raising 29 November 2021 +
Slide 2: Disclaimer
Disclaimer For personal use only Summary information This Presentation contains summary information about FCT Cloud Technology Ltd (ASX:FCT) and its activities current as at 25 November 2021, unless otherwise stated. The information in this Presentation does not purport to be complete. It should be
Slide 3: Agenda
Agenda For personal use only 1. Transaction Summary 2. Benefits of Acquisition 3. The combined business 4. Opmantek overview 5. The combined business 6. Leadership team 7. Financials 8. Capital Raise 9. Timetable 10. Key risks 3
Slide 4: Presenters
Presenters For personal use only John Grant – Executive Chairman • Australian industry leader • Managing Director of Data#3 (ASX:DTL) for c. 20 years • Inaugural Chair of Australian Rugby League Commission Danny Maher – Opmantek Executive Chairman • Opmantek Foundation Investor • Netstar executive s
Slide 5: Transaction Summary
Transaction Summary For personal use only Acquisition • FCT to acquire 100% of Opmantek – via a takeover for 100% scrip consideration • IP is enterprise-grade, network management (NMIS) and IT Audit software • Clients are Telcos and Managed Service Providers who buy direct from Opmantek for resale t
Slide 6: Benefits of acquisition flow to all shareholders
Benefits of acquisition flow to all shareholders For personal use only ✓ Expands product portfolio New opportunities through one platform and combined IP ✓ New channels to market New MSP partners and direct sales ✓ Opens large and lucrative US market Local team selling through existing partner netwo
Slide 7: Combined Offering
Combined Offering For personal use only The combined offering is an end-to-end solution for network discovery, management and cybersecurity ✓ FirstWave’s cyber-security as a service protects & remediates vulnerabilities identified by Opmantek’s network management platform. This includes enterprise-g
Slide 8: Expanded global reach
Expanded global reach For personal use only Opportunity for international revenues to be enhanced through the combined companies UK & Europe USA & Canada Asia Africa Latin America Australia Opmantek operations FirstWave operations 8
Slide 9: Diversified global client base
Diversified global client base For personal use only FY21 FirstWave Gross Profit FY21 Combined FirstWave and Distribution* Opmantek Gross Profit Distribution* Middle East Middle East & UK & Europe, 5% Asia, 3% & Africa, 7% Africa, 5% UK & Europe, 3% Asia, 5% Latin America, 16% USA & Australia & Cana
Slide 10: The combined business – delivers operational synergies
The combined business – delivers operational synergies For personal use only $2m in annual synergies in the combined group, in addition to the $2.5m cost reductions FCT communicated in the FY22 Q1 market update Revenue Synergies: ✓ Entry into new geographic markets with access to existing channels a
Slide 11: Opmantek Evolution
Opmantek Evolution For personal use only Foundation 2011 - 2016 2018 2017-2019 2021 “NMIS” and “open-AudIT NASA - To support the Artemis Mission were first released as free Flagship customers Automation Over 130,000 organizations using free products. Open-AudIT Cloud Microsoft - To monitor their cam
Slide 12: Opmantek IP
Opmantek IP For personal use only Multi Tenant, Cloud Enabled • Discovery and audit • Management and monitoring • Configuration and compliance • Anomaly detection • Automation 12
Slide 13: Opmantek positioning and customers
Opmantek positioning and customers For personal use only Competitive Differentiators Commercial Customer Base Price: Pay for what they need on a subscription basis. No restrictions on Blue Chip Clients number of times software can be deployed in an organisation. No hidden hardware or operating syste
Slide 14: Opmantek Managed Service Providers
Opmantek Managed Service Providers For personal use only New channels to market through global Manged Service Provider network Opmantek Managed Service Providers 14
Slide 15: Opmantek Competitive Matrix
Opmantek Competitive Matrix For personal use only Public Cloud Flexibility of Ease of Device Support Price Scalability Deployment Features Implementation 10,000 Vendors Platform ✓ ✓ ✓ ✓ ✓ ✘ ✘ ✓ ✓ ✘ ✘ ✘ ✘ ✘ ✘ ✓ ✘ ✘ ✘ ✓ ✓ ✘ ✘ ✘ ✓ ✘ ✓ ✓ ✘ ✘ ✓ ✓ ✘ ✓ ✘ ✓ 15
Slide 16: Opmantek ARR growth and mix
Opmantek ARR growth and mix For personal use only ARR by Region * Annual Recurring Revenue (ARR)* APAC 12% (A$ 000) EMEA 9% USA & Canada 45% LATAM 34% 3,288 3,433 2,766 2,502 2,153 ARR by Type of Customer* ARR by Product * Open Audit 13% MSP Enterprise 59% 41% NMIS 87% Jun-20 Sep-20 Dec-20 Mar-21 Ju
Slide 17: Opmantek case study
Opmantek case study For personal use only Background Outcomes Based in Mexico, Telmex is one of the world’s largest Opmantek engaged by incumbent competitor to remove telecommunications companies their software and replace it with Opmantek’s software with the following outcomes: Previously served by
Slide 18: Opmantek case study
Opmantek case study For personal use only Background Outcomes Microsoft is one of the world’s largest organisations. Opmantek engaged by an inbound request from Microsoft with the following outcomes: Too many management systems and no single view of infrastructure - views siloed by division and tech
Slide 19: The combined leadership team – strengthened and committed
The combined leadership team – strengthened and committed For personal use only Danny Maher Iain Bartram Managing Director and Chief Executive Officer Chief Financial Officer and Company Secretary • Previously Opmantek Exec Chair, Foundation Investor • Strategic CFO with international experience in
Slide 20: The combined leadership team – strengthened and committed
The combined leadership team – strengthened and committed For personal use only John Grant Danny Maher Non-Executive Chairman Managing Director and Chief Executive Officer • Australian industry leader • Previously Opmantek Exec Chair, Foundation Investor • Managing Director of Data#3 (ASX:DTL) for c
Slide 21: The combined business – pro forma Profit & Loss
The combined business – pro forma Profit & Loss For personal use only FY21 (AUD #039;000) FirstWave ** Opmantek** Adjustment* Combined P&L highlights of the deal pro forma FY21 Pro forma* Recurring Revenue 7,595 3,236 10,831 • 43% increase in recurring revenue Non-recurring revenue 380 796 1,176 • 94%
Slide 22: The combined business – pro forma Balance Sheet
The combined business – pro forma Balance Sheet For personal use only Sep-21 (AUD #039;000) FCT** OPM** Adj* Pro forma* Assets Current assets • Cash increases by $8.5m assuming $14m capital raise Cash and cash equivalents 6,865 1,415 8,538 16,818 and acquisition completed, after all transaction costs T
Slide 23: Cash Balance post transaction
Cash Balance post transaction For personal use only Combined Cash Position Proforma 30 Sept 2021* • Integration plan* − Estimated integration costs ~$1.2m Cash from combined balance sheets $8.3m − Full integration completed by Jun 22 Repayment of Loan ($1.5m) • Cash burn for combined business to hal
Slide 24: Proposed Capital Structure
Proposed Capital Structure For personal use only Rationale for Equity Split Capital Structure No. of % of MV @ Description FCT** OPM** shares shares $0.07 Revenue (FY21) $8m $4.0m FirstWave Current Shares 769m 46% $54m Placement and Rights Issue 200m 12% $14m Gross Profit (FY21) $4.3m $4.0m Opmantek
Slide 25: Capital raising
Capital raising For personal use only • Capital raising of $14m is to be raised under the Offer via: - Two Tranche Placement of approximately 100m shares (representing approximately 13% of issued capital) to institutional and sophisticated investors to raise approximately $7.0m (“Placement”). The Pl
Slide 26: Capital raising timetable
Capital raising timetable For personal use only Event Date Announcement of the Offer (Non-Renounceable Entitlement Offer) Monday, 29 November 2021 Placement Bookbuild opens Thursday, 25 November 2021 Placement Bookbuild closes Friday, 26 November 2021 Results of Placement announced and trading halt
Slide 27: Acquisition terms of Opmantek
Acquisition terms of Opmantek For personal use only Structure • Opmantek is an unlisted public company with approximately 60 shareholders • FirstWave intends to make a scrip take-over offer to acquire 100% of the shares in Opmantek Offer • 100% scrip offer with the issue of up to 691m new FirstWave
Slide 28: Highlights
Highlights For personal use only Combined Increased scale Global Experienced proposition for with growing Proprietary opportunities to Profitability Committed clients revenue IP accelerate growth and synergies Team ✓ End-to-end solution ✓ FirstWave’s standalone ✓ Opmantek’s ✓ Global Presence with ✓
Slide 29: Key Risks
Key Risks For personal use only This section discusses some of the risks associated with an investment in FirstWave. FirstWave’s business is subject to a number of risk factors both specific to its business and of a general nature which may impact on its future performance and forecasts. Before subs
Slide 30: Key Risks (cont.)
Key Risks (cont.) For personal use only Specific risks relating to FirstWave: Hacking and Breaches FirstWave may be adversely affected by malicious third-party actions that seek to breach security of the platform. Any such ‘hacking’ of the platform could, among other things, jeopardise the security
Slide 31: Key Risks (cont.)
Key Risks (cont.) For personal use only Risks specifically relating to the Offer and the Combined Group: Change of control risk The acquisition of Opmantek may trigger change of control clauses in some material contracts to which Opmantek is a party. Where triggered, the change of control clause wil
Slide 32: Key Risks (cont.)
Key Risks (cont.) For personal use only Risks specifically relating to the Offer and the Combined Group: Loss of Opmantek personnel FirstWave is committed to providing attractive employment conditions and prospects, and an attractive employee environment to assist in the retention of Opmantek’s key
Slide 33: Key Risks (cont.)
Key Risks (cont.) For personal use only General risks: Market conditions Share market conditions may affect the value of the FirstWave’s quoted securities regardless of FirstWave’s operating performance. Share market conditions are affected by many factors such as: • general economic outlook; • intr
Slide 34: Foreign Selling Restriction
Foreign Selling Restriction For personal use only [This presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. This presentation may not be distributed or released in the United States. The s
Slide 35: Foreign Selling Restriction
Foreign Selling Restriction For personal use only Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commis
Slide 36: Offer Management & Underwriting Agreement Summary
Offer Management & Underwriting Agreement Summary For personal use only Purpose FCT has appointed Morgans Corporate Limited (the Lead Manager) to manage and underwrite the Offer pursuant to the terms of an Underwriting Agreement entered into between the parties on or before the date of this announce
Slide 37: Offer Management & Underwriting Agreement Summary
Offer Management & Underwriting Agreement Summary For personal use only • (disruption in financial markets or trading) there is: • a suspension or material limitation in trading in securities generally or any adverse change or disruption to the existing financial markets, political or economic condi
Slide 38: Thank you
For personal use only Thank you 38