ASX Release
6 December 2021
For personal use only
Fully underwritten Entitlement Offer Opens
FirstWave Cloud Technology Limited (ASX:FCT) (FirstWave), is pleased to advise that the Entitlement Offer to subscribe for 3 new shares for every 23 FirstWave existing shares as previously announced by the Company on 29 November 2021 at an offer price of $0.07 per new share, will open today.
Eligible shareholders at the Record Date of 7:00pm AEDT on Thursday, 2 December 2021, with registered addresses in Australia and New Zealand (Eligible Shareholders) are invited to participate in the Entitlement Offer.
Full details in respect of the Entitlement Offer are detailed within the Offer Booklet, which is attached and forms part of this announcement. Copies of the Entitlement Offer Booklet and individualised Application Forms are being dispatched to all Eligible Shareholders.
ENDS
This announcement has been approved for release by the Chief Financial Officer and Company Secretary of FirstWave Cloud Technology Limited.
For media and investor inquiries, please contact:
Ryan Thompson
+61 (0)423 151 378 rthompson@citadelmagnus.com
About FirstWave Cloud Technology Limited (FirstWave)
FirstWave, a leading Australian global cybersecurity technology company, has delivered cybersecurity-as-a- service solutions since 2004, in line with its mission is to democratise enterprise-gradecybersecurity-as-a-service for the SMB market. In an increasingly connected and vulnerable digital world, FirstWave believes that safe business is good business and that every business should have access to enterprise-grade cybersecurity. FirstWave's infrastructure, management and security processes are certified to ISO 27001 Information Security Management System Standard and ISO 9001 Quality Management System Standard.
First FirstWave Cloud Technology Limited ABN: 35 144 733 595 Level 14, 132 Arthur St North Sydney, NSW, 2060, Australia T +61 02 9409 7000 W Firstwavecloud.com
For personal use only
FirstWave Cloud Technology Limited
ACN 144 733 595
Entitlement Offer
Details of a fully underwritten 3 for 23 pro rata non- renounceable Entitlement Offer of new ordinary shares in FirstWave Cloud Technology Limited at an offer price of $0.07 (7 cents) per New Share.
This offer closes at 5.00pm (AEDT) on Wednesday, 15
December 2021
IMPORTANT INFORMATION
This is an important document which is accompanied by an Entitlement and Acceptance Form. Both documents should be read in their entirety. This Offer Booklet is provided for information purposes only and is not a prospectus, product disclosure statement or other form of disclosure document. This Offer Booklet is dated 6 December 2021. This Offer Booklet does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, Shares offered under this Offer Booklet. This Offer Booklet is issued pursuant to section 708AA of the Corporations Act for the offer of shares without disclosure to investors under Part 6D.2 of the Corporations Act.
If you have any questions please contact your professional adviser or Iain Bartram, on 02 9409 7000 from 8.30am to 5.00pm (AEDT) Monday to Friday or email any questions to iain.bartram@firstwavecloud.com
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
1
For personal use only
Important Notice
This Offer Booklet is dated 6 December 2021. This Offer Booklet is not a prospectus, product disclosure statement or other form of disclosure document under the Corporations Act and has not been lodged with ASIC. The Offer Booklet is for information purposes only. The information in this Offer Booklet is not intended to be comprehensive and should be read in conjunction with the more detailed information released by the Company under its continuous disclosure obligations.
Jurisdiction | Investment decisions | |
This Offer Booklet, including the Chairman's letter, ASX | The information contained in this Offer Booklet is not | |
Offer Announcements and the Investor Presentation | intended to be relied on as advice. Before deciding to | |
reproduced in it and the Entitlement and Acceptance | invest in the Company, potential investors should read | |
Form, do not constitute an offer in any jurisdiction in | the entire Offer Booklet and in particular the technical | |
which, or to any person to whom, it would not be lawful | information and risk factors that could affect the future | |
to make such an offer. | In particular, this Offer Booklet | operations and activities of the Company and consult |
and anything contained in it does not constitute an offer | their professional advisers. The Entitlement Offer | |
to sell, or the solicitation of an offer to buy, any securities | contained in this Offer Booklet does not take into account | |
in the United States or to, or for the account or benefit of, | the investment objectives, financial situation and | |
any "US Persons" (as defined in Regulation S under the | particular needs of any investor. | |
US Securities Act of 1933, as amended (the Securities | Risk factors | |
Act) (U.S. Persons). | None of this Offer Booklet, the | |
Chairman's letter, the ASX Offer Announcements and | Potential investors should be aware that subscribing for | |
Investor Presentation reproduced in it, nor the | Shares in the Company involves a number of risks. The | |
Entitlement and Acceptance Form, may be distributed to | key risk factors of which investors should be aware are | |
or released in the United States. The New Shares (and | set out in the investor presentation which accompanies | |
Additional New Shares) offered in the Entitlement Offer | this Offer Booklet. Investors should carefully consider the | |
have not been, and will not be, registered under the | risk factors that affect the Company specifically and the | |
Securities Act or the securities laws of any state or other | industry in which it operates. | |
jurisdiction of the United States. The New Shares (and | ||
Additional New Shares) may not be offered, or sold, or | Forward looking information | |
resold, in the United States or to, or for the account or | Forward looking statements, opinion and estimates | |
benefit of, any U.S. Persons, except in transactions | ||
exempt from, or not subject to, the registration | provided in this Offer Booklet are based on assumptions | |
requirements of the Securities Act and any applicable | and contingencies which are subject to change without | |
securities laws of any state or other jurisdiction of the | notice, as are statements about market and industry | |
United States. The New Shares (and Additional New | trends, which are based on the interpretations of current | |
Shares) may not be deposited in any existing | market conditions. | |
unrestricted American Depositary Receipt Facility or | Forward looking statements including forecasts, | |
such future program with respect to the securities of | projections, guidance on future revenues, earnings and | |
FirstWave Cloud Technology Limited (Company) that | estimates are provided as a general guide only and | |
has been or may be established until 40 days following | should not be relied upon as an indication or guarantee | |
the completion of the Entitlement Offer. | of future performance. Such forward-looking statements | |
The New Shares (and Additional New Shares) are not | only speak as to the date of this Offer Booklet and the | |
Company assumes no obligation to update such | ||
being offered or sold in New Zealand other than to | information. They are subject to known and unknown | |
existing Shareholders with registered addresses in New | risks, uncertainties and assumptions, many of which are | |
Zealand to whom the offer of New Shares (and Additional | outside the control of the Company and its Directors, | |
New Shares) is being made pursuant to the Financial | which could cause actual results, performance or | |
Markets Conduct Act 2013 and the Financial Markets | achievements to differ materially from future results, | |
Conduct (Incidental Offers) Exemption Notice 2016. | performance or achievements expressed or implied by | |
This document has been prepared in compliance with | any forward-looking statements in this Offer Booklet. | |
You are strongly cautioned not to place undue reliance | ||
Australian law and has not been registered, filed or | ||
approved by any New Zealand regulatory authority under | on forward-looking statements, particularly in light of the | |
the Financial Markets Conduct Act 2013. This document | current economic climate and significant volatility, | |
is not a product disclosure statement or any other | uncertainty and disruption caused by the outbreak of | |
disclosure document under New Zealand law and is not | COVID-19. | |
required to, and may not contain all the information that | You should also refer to the "Disclaimers" and "Key | |
a product disclosure statement or any other disclosure | Risks" sections of the investor presentation which | |
document under New Zealand law is required to contain. | accompanies this Offer Booklet. Any decision to invest is |
made by the investor only.
2
For personal use only
Summary of the Entitlement Offer
Issue Price | $0.07 (7 cents) |
Your entitlement | 3 New Shares for every 23 Shares held on the Record Date |
Key Dates (2021) *
Announcement of the Entitlement Offer | Monday 29 November 2021 | |
Record Date for eligibility in the Entitlement Offer | 7.00pm (AEDT) Thursday 2 | |
December 2021 | ||
Offer Booklet, including personalised Entitlement and | Monday 6 December 2021 | |
acceptance form, is dispatched to Eligible | ||
Shareholders | ||
Entitlement Offer opens | Monday 6 December 2021 | |
Issue of New Shares under Placement (Tranche 1) | Tuesday, 7 | December 2021 |
Entitlement Offer closes | 5.00pm (AEDT) Wednesday, 15 | |
December 2021 | ||
Results of Entitlement Offer announced | Monday 20 | December 2021 |
Issue of New Shares under the Entitlement Offer | Tuesday 21 | December 2021 |
Quotation and normal trading on ASX of New Shares | Wednesday 22 | December 2021 |
issued under the Entitlement Offer expected to | ||
commence on ASX |
Issue of New Shares under Placement Tranche 2 | Monday, 10 January 2022 |
(Conditional Placement) | |
*Dates and times are indicative only and subject to change. All times refer to Australian Eastern Daylight Time (AEDT).
The Company, in consultation with Morgans Corporate Limited (Morgans) (Lead Manager) reserves the right to vary these dates without prior notice subject to the Corporations Act, Listing Rules and other applicable laws, including extending the Entitlement Offer. Any extension of the Entitlement Offer will have a consequential effect on the issue date of the New Shares. Commencement of quotation of New Shares is subject to approval by ASX.
Enquiries
For any enquiries in relation to the Entitlement Offer, please contact Iain Bartram, CFO and Company Secretary, on 02 9409 7000 from 8.30am to 5.00pm (AEDT) Monday to Friday and select 3 for Investor Enquiries, or email any questions to iain.bartram@firstwavecloud.com, or contact your stockbroker, accountant or other professional adviser.
FirstWave Cloud Technology Ltd ABN: 35 144 733 595 (ASX: FCT)
A Level 10, 132 Arthur St North Sydney, NSW, 2060, Australia. P +61 02 9409 7000 W Firstwavecloud.com 3
For personal use only
Chairman's Letter
6 December 2021
Dear Shareholder
On 29 November 2021, the Company announced its intention to:
- raise approximately $14 million through an Entitlement Offer accompanied by a private placement to sophisticated and professional investors (Capital Raising); and
- make a takeover bid for Opmantek Limited ACN 147 099 063 (Opmantek) (Takeover Offer).
Included in this document in section 4 is an Investor Presentation that sets out the rationale for the acquisition, provides details on Opmantek, explains the strategic and financial impact of a merger of the two businesses, and identifies the benefits that can flow to shareholders. It is subject to the disclaimers and risks included in the presentation.
In the Use of Proceeds section of the presentation, we explain how the capital raised to complete the acquisition and execute on the merged business's strategy, which includes:
- To continue development of FirstWave's CyberCision platform and cybersecurity services for email, web, endpoint and firewall to reduce 'friction' in adoption by our service provider partners and their end user customer
- To continue development of Opmantek's network management and AudIT software as planned
- To integrate where required the two suites of products to deliver a new end-to-end solution for network discovery, management and cybersecurity
- To align the combined business's sales and marketing activities through a global head of sales based in the US and to commence the process of cross-selling the two IP portfolios
- To adapt FirstWave's current 24 x 7 support capability to provide support to Opmantek software users, and
- To merge and restructure the back-office and corporate administration functions of the two businesses.
In your Board's view, this acquisition represents a one-off, exciting and transformational opportunity for your Company.
I am delighted to invite you to participate in the 3 for 23 non-renounceable Entitlement Offer for newly issued ordinary shares in the Company (New Shares) at an issue price of $0.07 (7 cents) per New Share.
Upon successful completion of the Capital Raising, the Company will have conducted:
- A Placement of approximately 100 million shares to institutional and sophisticated investors to raise approximately $7 million (Placement). The Placement will consist of two tranches: tranche 1 will be approximately 40 million ordinary shares ($2,800,000); and Conditional Placement will be approximately 60 million ordinary shares ($4,200,000) subject to completion of the Takeover Offer; and
- a 3 for 23 Non-Renounceable Entitlement Offer (Entitlement Offer) of approximately 100 million shares to existing shareholders as of the Record Date to raise approximately $7 million.
The Entitlement Offer is fully underwritten by Morgans (Underwriter).1
- See sections 5.6 and 5.8 for details of the underwriting arrangements.
4
This is an excerpt of the original content. To continue reading it, access the original document here.