Corporate update and equity raising
Summary
- Bigtincan has received a confidential, non-binding, incomplete and indicative offer from Vector Capital Management, L.P. at an indicative offer price of $0.25 per share.
- The company is undertaking a fully underwritten 1 for 3 accelerated pro rata non-renounceable entitlement offer at $0.10 per share to raise A$20.5 million.
- The funds will be used to invest in core AI technology, data infrastructure for GenieAI, market awareness, and working capital.
- Bigtincan has agreed to roll over its existing $15 million loan facility with Regal Funds Management to September 2025, with an interest rate of 12% per annum.
- The company expects FY24 revenue to be $120m+, EBITDA of $10m+, Adjusted EBITDA of $15m+, and free cash flow in 2H FY24 of $5m+.
- AI products are expected to contribute to revenue in FY25.
- Tim Ebbeck has been appointed to the Board of Directors.
Sentiment
Score: 6
Explanation: The announcement contains both positive elements (takeover offer, loan extension, strong revenue projections) and negative elements (dilutive equity raising, discounted offer price), resulting in a neutral to slightly positive sentiment.
Positives
- The indicative takeover offer from Vector Capital could provide value to shareholders.
- The equity raising will provide funds to invest in AI technology and market development, supporting future growth.
- The loan facility extension provides financial stability and flexibility.
- The company is named in the Top 25 Companies in Sales Enablement for 2024 by The Software Report.
- The appointment of Tim Ebbeck to the Board of Directors brings extensive experience in enterprise software.
Negatives
- The equity raising is being conducted at a 28.6% discount to Bigtincan's last closing price.
- Existing shareholders who do not participate in the entitlement offer will experience dilution.
- The indicative offer from Vector Capital is non-binding and incomplete, with no certainty of a transaction.
Risks
- There is no guarantee that the indicative offer from Vector Capital will result in a transaction.
- The company's ability to achieve its financial projections depends on the successful deployment of its AI products and market development efforts.
- The equity raising may not be sufficient to fund all of the company's planned investments.
- The company is subject to the risks associated with developing and deploying new technologies, including AI.
Future Outlook
Bigtincan anticipates that AI products will contribute to revenue in FY25 and that its Multi-Hub Business strategy will lead to improved retention and revenue per customer.
Management Comments
- Bigtincan CEO David Cummings is an ongoing leader in Sales Enablement.
- Bigtincan has built a leading provider in the global market and is well positioned to grow its business into FY25 and beyond.
Industry Context
Bigtincan's focus on AI-powered sales enablement aligns with the growing trend of integrating AI into sales processes to improve efficiency and effectiveness. The company's partnership with Microsoft Copilot positions it well to capitalize on the increasing adoption of AI-powered tools in the enterprise.
Comparison to Industry Standards
- Bigtincan is named in the Top 25 Companies in Sales Enablement for 2024 by The Software Report, ahead of all competitors.
- This showcases the competitive position of Bigtincan in the global market, and the impacts of Bigtincan's early investments in GenieAI technologies.
- Competitors in the sales enablement space include companies like Seismic, Highspot, and Showpad.
- Bigtincan's integration with Microsoft Copilot is a strategic move to leverage the growing adoption of AI in the enterprise, similar to how other companies are integrating with platforms like Salesforce and Adobe.
Stakeholder Impact
- Shareholders may benefit from the potential takeover offer, but will experience dilution if they do not participate in the equity raising.
- Employees may benefit from increased investment in AI technology and market development.
- Customers may benefit from improved AI-powered sales enablement tools.
- Creditors are impacted by the loan facility extension.
Next Steps
- Completion of the institutional and retail components of the equity raising.
- Deployment of GenieAI technology into Bigtincan enterprise customers.
- Continued market development and promotion of GenieAI technology.
- Announcement of FY24 full year results.
Key Dates
- 7 June 2024: Trading halt after market close
- 11 June 2024: Announcement of the Entitlement Offer; Institutional Entitlement Offer commences
- 12 June 2024: Announcement of results of the Institutional Entitlement Offer; Trading halt lifted and shares recommence trading on an ex-entitlement basis
- 13 June 2024: Record Date for Retail Entitlement Offer (7.00pm Sydney time)
- 18 June 2024: Retail Entitlement Offer opens; Settlement of New Shares issued under the Institutional Entitlement Offer; Dispatch of Retail Offer Booklet
- 19 June 2024: Allotment and normal trading of New Shares issued under the Institutional Entitlement Offer
- 2 July 2024: Closing Date for acceptances under the Retail Entitlement Offer (5.00pm Sydney time)
- 5 July 2024: Announcement of results of the Retail Entitlement Offer
- 10 July 2024: Normal trading of New Shares issued under the Retail Entitlement Offer; Despatch of holding statements for New Shares issued under the Retail Entitlement Offer
- September 2025: Maturity of the rolled-over Loan Facility
Keywords
Filings with Classifications
Half Year Results
- The net loss after tax for the six months ended 31 December 2024 was $64m, including a goodwill impairment of $54m related to the proposed Vector transaction.
Acquisition Recommendation
- The Vector proposal is considered superior to the previous IAAC deal, resulting in a better outcome for Bigtincan shareholders.
Acquisition Update
- The lack of a counter-proposal from Investcorp will likely delay the completion of any transaction, requiring Bigtincan to consider alternative options.
Acquisition Update
- The lack of a counter-proposal from Investcorp is worse than expected, as it indicates a potential failure to secure a deal on favorable terms and increases uncertainty regarding the future of the company.
Annual Report
- Bigtincan's FY24 EBITDA of $11.3 million significantly exceeded expectations given the previous year's loss and the challenging macroeconomic conditions.
Acquisition Proposal
- The initial expectation was that the Investcorp deal would proceed, but the emergence of a superior offer from Vector Capital suggests that the initial deal was not the most favorable option for shareholders.
Notice of Annual General Meeting
- Resolution 9 seeks shareholder approval to increase the company's equity securities issuance capacity by 10%, potentially allowing for future capital raises to fund growth initiatives.
Merger Proposal
- Bigtincan Limited intends to raise up to US$25 million from institutional investors in a PIPE transaction.
- Bigtincan Limited intends to raise up to US$25 million in debt financing.
Merger Announcement
- Up to US$25 million (~A$37.3 million) will be raised from institutional investors in a PIPE transaction.
- Up to US$25 million in debt finance will be sought to support the transaction.
Business Combination Proposal
- Investcorp plans to invest US$12.5 million in Newco.
- An additional US$25 million in debt and equity funding is being sought from institutional investors to partially fund the cash election opportunity.
Offer Rejection Announcement
- The company rejected the offer from Vector Capital Management, indicating that the offer was below what the company believes it is worth.
Capital Raising Announcement
- Bigtincan is undertaking a fully underwritten 1 for 3 accelerated pro-rata non-renounceable entitlement offer.
Equity Raising Presentation
- Bigtincan is raising $20.5m to fund investments in core AI technology, data infrastructure related to provisioning of GeneiAI technology, market awareness and development and working capital.
Corporate and Business Update
- Bigtincan is conducting a fully underwritten 1 for 3 accelerated pro rata non-renounceable entitlement offer at an offer price of $0.10 per share to raise A$20.5m.
- The proceeds of the Equity Raising will be used to fund investments in core AI technology, data infrastructure related to provisioning of GeneiAI technology, market awareness and development, working capital and transaction costs.
Trading Halt Request
- Bigtincan Holdings Limited is conducting an equity raising.
- The equity raising involves both institutional and retail components.
Business Update
- The company achieved record Q3 FY24 results for EBITDA, EBITDA margin, and Free Cash Flow, indicating better than expected financial performance.
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