Adneo Limited · ASX:AD1
Adneo — Merger or Acquisition (May 2025)
22 slides from Adneo's merger presentation, May 12, 2025
Slide 1: Learnt Group Acquisition
Learnt Group Acquisition ASX: AD1 12 May 2025 Learnt Group Acquisition ASX: AD1 1
Slide 2: Notice and Disclaimer
Notice and Disclaimer The information in this presentation does not constitute personal investment liability is accepted by any of them for that information or those opinions or for any advice. The presentation is not intended to be comprehensive or provide all errors, omissions, misstatements (negl
Slide 3: Content
Content 01 Acquisition Summary & Rationale 02 Group Financials & Investment Highlights 03 Overview of Acquisition and current opportunity in the VET Education Sector 04 Board Additions & Key Personnel 05 Transaction Details and Investor Opportunity 06 Learnt Business Overview 07 Q&A Learnt Group Acq
Slide 4: Summary of Transaction
Summary of Transaction Product Expansion Highly Accretive Acquisition: AdNeo Exciting expansion for AdNeo’s product portfolio into the Limited (ASX:AD1) to acquire the market Australian Vocational Education sector, a $23b market leader in Ed Tech and Course Content, growing at 13% CAGR to 2030. Lear
Slide 5: Positive impact from transaction for AdNeo's financials and Board
Positive impact from transaction for AdNeo’s financials and Board As part of the acquisition, Kevin Lynch will join Financial Impact : Future Earnings, Synergies and Profitability: AdNeo’s Board of Directors. Kevin has built 3 ❑ The combined group will double yearly revenues from ~$5m+ to major educ
Slide 6: Investment Highlights
Investment Highlights With the acquisition of Learnt Global, AdNeo enters the high growth vocational education sector, which is projected to grow at a CAGR of 13% until 2030. Based on the growth initiatives and synergies identified, the merged group is expected to be Cash Flow positive from 1H FY26.
Slide 7: Bringing together the technology leaders in Mentoring, Learning and Vocational Education
Bringing together the technology leaders in Mentoring, Learning and Vocational Education in a unified offering to deliver learning and career advancement to millions of people. Learnt Group Acquisition ASX: AD1 7
Slide 8: Learnt company overview
Learnt company overview: Market adoption 450 Enterprise subscribers 120K Corporate Employees 1.4 mil Students per annum 5,300+ Online courses Consuming our VET LMS, Individual employees utilising Unique students engaging with 4,000 microcredentials and Corporate LMS, Student Learnt Group technology
Slide 9: The acquisition of Learnt Global by AdNeo represents a unique opportunity
The acquisition of Learnt Global by AdNeo represents a unique opportunity to create significant Equity Value for AD1 shareholders. Strategic Rationale Value Creation Scale & Growth Create a high growth ASX small cap company, with baseline of ❑ Attractive acquisition valuation at 1x Revenue Multiple,
Slide 10: Enterprise Learning Management System
Learnt Product #1: Enterprise Learning Management System Learning Management Industry Experience Custom Content Enterprise Clients System (LMS) By Vertical We can adapt your Our individually designed A proven LMS enhancing content to be delivered courses have been curated value to businesses online
Slide 11: Vocational Education Training (VET) Industry Offering
Learnt Products #2 & 3: Vocational Education Training (VET) Industry Offering VASTO CATAPULT Student Management System Education and Assessment Resources An end-to-end solution for RTO's in one system, One of the largest commercial suppliers of VET including enrolment, student management, learning a
Slide 12: AdNeo's Enriched Product Portfolio Post Acquisition
AdNeo’s Enriched Product Portfolio Post Acquisition 1 Market Leader in Enterprise & Mentoring 2 Market Leader in VET Education & Learning Mentoring Software (AUS+ USA) Learning Management System $3.0m+ ARR $3.0m ARR 100+ clients (Gov’t & Enterprise) 20 clients (Enterprise) Government JobBoard Platfo
Slide 13: Complimentary Offering Expansion Strategy
Complimentary Offering Expansion Strategy Governments Enterprise RTOs Students Employment Education Learnt Group Acquisition ASX: AD1 13
Slide 14: Why the timing is right to transform VET Education
Why the timing is right to The vocational education market is substantial and expanding, benefiting from strong momentum. transform VET Education The number of RTOs in Australia has decreased from approximately 4,000 to 3,000, leading to reduced competition as regulators adopt a stricter approach. A
Slide 15: Learnt is well positioned to deliver on significant NEW Growth Opportunities in the VET education sector
Learnt is well positioned to deliver on significant NEW Growth Opportunities in the VET education sector Existing ❑ Vertical Education Plays (eg Animal Academy) Rapidly Growing ❑ Micro-credential offering ❑ AI powered learning ❑ Partner/Acquire fully accredited RTO ❑ Focus on new large enterprise cl
Slide 16: AdNeo is becoming the industry leader in Solutions for the Workforce Transformation
In summary, AdNeo is becoming the industry leader in Solutions for the Workforce Transformation in the AI-era. Enterprise & Private & Public Individuals (B2C) Corporates (B2B) Education Providers Mentoring Platform Micro-Credentials Accredited Courses (VET) Learning Management Education Academies No
Slide 17: Strategic Board additions to support strategy, governance and M&A
Strategic Board additions to support strategy, governance and M&A New New Ian Basser Kevin Lynch Independent Non-Exec Director Independent Non-Exec Director and VET Industry Leader ❑ ASX-listed company Chair and CEO experience ❑ Learnt Global Chairman ❑ M&A expertise both in selling businesses and s
Slide 18: The team to lead
The team to lead Nicholas Smedley Angus Washington Prerna Sinha Antonluigi Gozzi Non Exec Chairman CEO, Managing Director Group CTO Board Advisor Strategy & Technology ❑ M&A ❑ Strategy ❑ Software ❑ Strategy Execution ❑ IR ❑ Leadership ❑ Security ❑ Technology ❑ Capital Markets ❑ Growth ❑ Product Stra
Slide 19: Learnt Acquisition commercial structure: 1x Revenues FY25, plus Earn-Out
Learnt Acquisition commercial structure: 1x Revenues FY25, plus Earn-Out based on achieving 50% revenue growth Initial Acquisition (Apr’25) Earn Out (Jun’27) ❑ 1.0x FY25 Revenues (82.5m ❑ 1.25x FY25 Revenues AdNeo shares) ❑ Scrip or cash, at discretion of the ❑ Scrip only (Subject to AD1 Board share
Slide 20: Acquisition, equity raise and Pure debt conversion improve AdNeo's financial and investor metrics
The learnt acquisition, equity raise and Pure debt conversion improve materially AdNeo’s financial and investor metrics Metrics* AdNeo AdNeo + Learnt % Change Impact (FY25 Est) (FY25 Est Combined) Revenue $5m+ $11m+ +120% Enterprise Value $13.2m $18.0m +36% EV/Revenue 2.7x 1.6x -1.1x Debt (Pure) $5.
Slide 21: Capital raise and debt conversion details
Capital raise and debt conversion details • AdNeo placement received cornerstone investment of $1.5m from Salter Brothers Asset Management Pty Ltd (SB2) fund. • AdNeo capital raise priced at $0.045c which represents a modest discount of -3.3% to the 30 Equity days VWAP. Raising • Chairman’s list int
Slide 22: Q&A Contacts
Contacts: Q&A Angus Washington, CEO angus@adneo.com.au Learnt Group Acquisition ASX: AD1 22