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FCT - FIRSTWAVE CLOUD TECHNOLOGY LIMITED


nipper
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cybersecurity play FirstWave Cloud Technology has agreed an all scrip deal to acquire network management and IT audit software provider Opmantek, and is asking investors to help fund associated costs.

The Opmantek acquisition .... would see FirstWave issue up to 691 million new shares as consideration worth about $60 million as at the last closing price.

FirstWave told investors that Opmantek made $4 million revenue and $800,000 EBITDA in the year to June 30, from the sale of its enterprise grade software to telcos and managed service providers. Opmantek was established in 2011, based in Australia with offices in the US and Mexico and had 26 full time employees.

Putting the two together, according to FirstWave, would create an
end to end solution for network discovery, management and cybersecurity. It would just about double the number of FirstWave shares on issue. The combined company would have had $12 million revenue in the 2021 financial year, on a proforma basis, and enough cash to reach cashflow breakeven, it told potential investors.

FirstWave was seeking to raise $7 million at 7¢ a share to help pay associated transaction costs and repay a $1.5 million Opmantek loan.

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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. The Placement will consist of two tranches, tranche 1 will be approximately 40 million ordinary shares ($2.8m) , while tranche 2 will be approximately 60 million ordinary shares ($4.2m)
  • A 3 for 23 Non Renounceable Entitlement Offer of approximately 100m shares to existing shareholders as of the Record Date to raise approximately $7.0m

Offer Price of $0.07 per new share
• Transaction costs $4.0m (cash consideration $1.3m, advisory, underwriting and other transaction costs $2.7m)
• Repayment of Opmantek loan $1.5m
• Integration costs $1.2m
• Working capital $7.3m expected to fully fund the combined business to cashflow break even

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  • 1 month later...

Danny Maher appinted as Chief Executive Officer (CEO). Mr Maher will join FCT on 10 January 2022 and assume the role immediately taking over from the Executive Chairman and interim CEO, Mr John Grant, who will continue as Chairman in a non executive capacity.  
 
Mr Maher has over 25 years experience In the IT Industry across the USA, Asia, UK and Australian markets. Other key achievements include:

  • Established Opmantek, a developer of cloud enabled automated enterprise network management and IT audit software, on 29th October 2010. Opmantek operates offices in Australia, the US and Mexico, with software being used around the world by mid market and enterprise customers that include Microsoft, Telmex, NASA and Singtel.
  • Mr Maher, ING Bank and Allen & Buckeridge venture partners were the 100% owners of NetStar, which was acquired by Logicalis in 2010. At NetStar, Mr. Maher co founded, led and built the global Managed Services business in Sydney, Australia growing it to service clients in 42 countries.
  • • Mr Maher is a graduate of the University of Canberra where he studied a double major in Computing and a minor in Marketing, and won the prestigious University Prize.

 

Quote

Commenting on the appointment, FirstWave Executive Chairman Mr John Grant said, It is very good news for FirstWave shareholders to have Danny take up the role of CEO. He brings terrific experience in commercialising software from Australia globally, and the thinking and approach of a founder through his significant shareholding in the company.

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