Aucyber Limited · ASX:CYB
Aucyber — Investor Presentation (March 2024)
30 slides from Aucyber's investor presentation, Mar 18, 2024
Slide 1: Sovereign Cloud Holdings Limited Investor Presentation: Acquisitions and Equity Raising
Sovereign Cloud Holdings Limited INVESTOR PRESENTATION Acquisitions and Equity Raising 18 March 2024 1
Slide 2: Important Notices & Disclaimer
Important Notices & Disclaimer This presentation has been prepared by Sovereign Cloud Holdings Limited ACN 622 728 189 (SOV or the Not an Offer Company) and is dated 18 March 2024. This presentation is not a prospectus, disclosure document or offering document under Australian law This presentation
Slide 3: Important Notices & Disclaimer (Cont.)
Important Notices & Disclaimer (Cont.) Future Performance The non-IFRS financial information does not have a standardised meaning prescribed by IFRS. Therefore, the non-IFRS financial information is not a measure of financial performance, liquidity or value under the This document contains certain f
Slide 4: Contents
Contents 01 Transaction Overview 02 Offer Summary 03 Appendices 4
Slide 5: Transaction Overview
——————-@ Transaction Overview © AucLouD
Slide 6: Highlights
Highlights 1 Executing on strategic review announced in June 2023, to build, partner & acquire new capabilities in cyber security and partner in the multi-Cloud and Public Cloud markets to leverage the capital invested in the existing four Sovereign Cloud platforms 2 3 strategically aligned acquisit
Slide 7: Acquisitions Overview
Acquisitions Overview AUCloud has entered into binding agreements for 3 strategic acquisitions — PCG Cyber is a Canberra based cybersecurity consultancy firm specialising in Australian Government security advice and operations — Venn IT Venn IT is a Queensland and South Australia based MSP and profe
Slide 8: Overview of MergeCo
Overview of MergeCo MergeCo Overview Impact of Acquisitions Pro Forma Financial and Operating Profile • Broader product portfolio aligned to FY23A FY24F FY24F FY25F customer needs, with revenue spread Revenue, product & Metrics ($m) Stat. Stat. Pro forma Stat. across the broad spectrum of cyber ge
Slide 9: Transaction Summary
Transaction Summary • Acquisitions total consideration of up to $30.0m2 comprising ~$18.275m cash on completion, $8.85m in AUCloud shares, $0.875m of deferred cash consideration payable 180 days after completion and up to $2.0m subject to achieving certain performance milestones • PCG Cyber: Total p
Slide 10: Revenue contribution and GM improvement
Revenue contribution and GM improvement Acquisitions Contribution1,2 ($m) Revenue by division2,3 ($m) Pro forma Gross Margin2,4 (%) Cloud Cyber Managed Services 7.2 70% 36.6 68% 25% 28.9 9.8 9.6 33% 9.5 7.1 25% 13.8 10.2 5.0 7.2 17% 10% 3.2 13.0 9.2 FY24F Pro Forma Revenue 4.0 AUCloud Arado VennIT P
Slide 11: Pro Forma Balance Sheet as at Dec 2023
Pro Forma Balance Sheet as at 31 Dec 2023 The below table is presented for illustrative purposes to show the impact on the balance sheet as if the Acquisitions and the Offer had occurred at 31 December 20231 A B C D A B C D E A B C E AUCloud Offer5 31 Dec 2023 Pro Offer5 31 Dec 2023 Pro $m Target En
Slide 12: Offer Summary
——————-@ Offer Summary © AucLouD
Slide 13: Indicative Capital Structure and Use of Funds
Indicative Capital Structure and Use of Funds Sources $m Uses $m Min Offer ($25m) Max Offer ($30m) Indicative Pro Forma Capital Options/ Fully Options/ Fully Consideration for Structure4 Shares Perf. diluted Shares Perf. diluted Offer (min) 25.0 28.0 Acquisitions1 Rights shares Rights shares Scrip 8
Slide 14: Offer Summary
Offer Summary $30.0 million pro rata accelerated renounceable entitlement offer (underwritten to $25.0 million), for the issue of a minimum 833.3 million new ordinary shares (New Shares) and up to 1,001.2 million New Shares based on an offer ratio of 2.95 new ordinary shares for each existing ordina
Slide 15: Timetable
Timetable Date1 Event Monday, 18 March 2024 Institutional Entitlement Offer bookbuild Tuesday, 19 March 2024 Institutional Shortfall Bookbuild Wednesday, 20 March 2024 Trading halt lifted and announcement of outcome of the Institutional Entitlement Offer Thursday, 21 March 2024 Record date for the E
Slide 16: Appendices
Appendices a Key Assumptions and Basis of Preparation b Key Risk Factors c Acquisition Summaries d Summary of Underwriting Agreement, sub-underwriting arrangements and pre-commitments e Foreign Selling Restrictions F FY23A MergeCo Summary Financials by entity g Glossary 16
Slide 17: a. Key Assumptions and Basis of Preparation
a. Key Assumptions and Basis of Preparation Basis of preparation1 • Actual reviewed results for the six months to 31 December 2023 for AUCloud are included and unaudited management accounts for the six months to 31 December Historical financial information 2023 for PCG Cyber, Venn IT and Arado are u
Slide 18: b. Key Risk Factors
b. Key Risk Factors AUCloud is subject to various risk factors. Some of these are specific to its business Completion risk: The Acquisitions will be subject to certain conditions precedent to activities and the Acquisitions, while others are of a general nature. Individually, or in Completion. If an
Slide 19: b. Key Risk Factors (cont.)
b. Key Risk Factors (cont.) Concentration of customer base and nature of customer contracts: Like AUCloud, each BUSINESS RISKS of the Targets have a relatively concentrated customer base. If MergeCo was to lose one or more of its key customers, MergeCo's business and financial condition could be Com
Slide 20: b. Key Risk Factors (cont.)
b. Key Risk Factors (cont.) Changes to law or Government policy: The storage of data, including the migration of AUCloud’s continued ability to implement its business plan effectively over time may systems to the cloud, for Governments and CNIs is a current focus of Government policy, depend in part
Slide 21: b. Key Risk Factors (cont.)
b. Key Risk Factors (cont.) EQUITY RAISING RISKS AUCloud's share price may fluctuate: AUCloud is subject to the general market risk that is Relationships with key intellectual property licensors and technology: AUCloud relies on inherent in all securities traded on a stock exchange. This may result
Slide 22: c. Acquisition Summary - PCG Cyber
c. Acquisition Summary - PCG Cyber AUCloud, by way of its wholly owned subsidiary, Sovereign Cloud Australia Pty Ltd ACN 611 181 830, will acquire the entire issued share capital of Transaction overview PCG Cyber from its sole shareholder, pursuant to a share purchase deed (SPD), (the PCG Cyber Acqu
Slide 23: c. Acquisition Summary - VennIT
c. Acquisition Summary - VennIT AUCloud, by way of its wholly owned subsidiary, Sovereign Cloud Australia Pty Ltd ACN 611 181 830, will acquire the entire issued share capital of Transaction overview Venn IT from its shareholders, pursuant to a share purchase deed (SPD), (the Venn IT Acquisition). T
Slide 24: c. Acquisition Summary - Arado
c. Acquisition Summary - Arado AUCloud, by way of its wholly owned subsidiary, Sovereign Cloud Australia Pty Ltd ACN 611 181 830, to acquire the business and assets of ‘Arado’ Transaction overview from Canopy Tools Group Pty Ltd, CT4 Pty Ltd, and NewBase Computer Services Pty Ltd (the Arado Acquisit
Slide 25: d. Summary of Underwriting Agreement
d. Summary of Underwriting Agreement The Company has entered into the Underwriting Agreement with the Lead Manager. Unless The Lead Manager may also terminate the Underwriting Agreement and be released from its otherwise specified in this summary, capitalised (but undefined) terms have the meaning g
Slide 26: d. Summary of sub-underwriting arrangements and pre-commitments
d. Summary of sub-underwriting arrangements and pre-commitments Certain existing shareholders have entered into agreements to sub- The Commitment Letters and Sub-Underwriting Letters are on standard underwrite the shortfall arising under the Entitlement Offer, in addition to market terms for documen
Slide 27: e. Foreign Selling Restrictions
e. Foreign Selling Restrictions This document does not constitute an offer of entitlements (Entitlements) or New Shares of Other than in the entitlement offer, the Entitlements and the New Shares may only be offered the Company in any jurisdiction in which it would be unlawful. In particular, this d
Slide 28: f. FY23A MergeCo Summary Financials by entity
f. FY23A MergeCo Summary Financials by entity AUCloud1 Venn IT2 Arado2 PCG Cyber2 $m MergeCo Audited Unaudited Unaudited Unaudited Aggregate FY23A FY23A FY23A FY23A Revenue 6.5 5.0 7.3 6.5 25.3 Gross Margin % n/m 91% 72% 100% 50% EBITDA (15.7) 0.4 1.0 1.2 (13.1) Depreciation - ROU Assets (1.5) - - -
Slide 29: g. Glossary
g. Glossary Term Definition Business and assets of ‘Arado’, being Canopy Tools Group Pty Ltd ACN 634 236 909, CT4 Pty Ltd as trustee for the Broadway Mall Trust ACN 136 Arado 951 052 and NewBase Computer Services Pty Ltd ACN 010 702 717 AASB Australian Accounting Standards Board ACSC Australian Cybe
Slide 30: Sovereign Cloud Holdings Limited
Sovereign Cloud Holdings Limited End