FIRST OPPORTUNITY FUND LIMITED ABN 96 084 115 499
12 April 2010
Agreement to purchase Vocus Group Limited and associated capital raising
• First Opportunity Fund Limited ( FOF ) has today entered into a conditional agreement, subject to shareholder approval, to purchase all of the ordinary shares of Vocus Group Limited ( Vocus ).
• The purchase price to be paid for the Vocus business is $20,000,000, which is to be satisfied partly by a cash payment of $6,523,504 to the Vocus shareholders and partly by the issue of 26,952,991 fully paid ordinary shares in FOF to the Vocus shareholders (or their nominees) at an issue price of $0.50 per share.
• FOF will seek to raise up to $6,000,000 through a combination of share placements and a public offer under a Prospectus to partially fund the acquisition of the shares in Vocus.
• Simultaneously with the acquisition of Vocus, FOF will dispose of its residual wine related assets and distribute the net proceeds.
• FOF will distribute to current shareholders by way of reduction of capital approximately $1.3 million to $1.5 million in cash so as to leave FOF with $5.0 million in cash before transaction expenses, before the acquisition of Vocus and before any exercise of the current options. In the event the current options are exercised, FOF will be left with $6.0 million in cash. The reduction of capital is being implemented to ensure that immediately prior to the issue of new shares under the new capital raisings, the value of FOF shares will equal $0.50 per share, being the same as the deemed issue price of FOF shares to the Vocus shareholders.
Information on the Vocus business
Vocus is a non-listed Australian public company which is engaged in the sale of wholesale telecommunication services to internet service providers and to the telecommunications market.
Vocus was founded in March 2008.
Vocus operates a global telecommunications network connecting Australia and New Zealand to the global internet backbone via the USA and utilises this and its domestic network to provide telecommunications services to the ISP and telecommunications markets. Vocus provides wholesale only IP Transit, data and fixed line voice services, and is the only independent IP Transit wholesale company in Australia (which does not also have a retail ISP offering).
Vocus' strong focus on customer service, network quality and technical proficiency has resulted
in it winning over 100 major customers, including some of the internet’s best known brands and For personal use only use personal For local ISPs such as iiNET, gotalk, Internode, TransACT and BigAir.
Vocus’ rapid growth was recognized by winning the 2009 Deloitte's Rising Star award for being Australia's fastest growing technology company in 2009, with 3237% revenue growth in two years. In FY09 Vocus also achieved a $0.95 million profit before tax (Vocus’ first full year of operations). For FY10 Vocus is forecasting $4.39 million profit before tax.
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Funding for the acquisition and other transactions
The acquisition of Vocus is being funded from FOF’s existing cash reserves and a combination of share placements and a public offer of FOF shares.
The share placements and the public offer will, together, raise up to $6,000,000 of additional capital to assist FOF in acquiring all of the issued shares in Vocus.
Certain funds managed by Investec Wentworth Private Equity Limited ( IWPE ) will accept placements of FOF shares to raise approximately $5,000,000.
In addition to the share placements, FOF will also undertake a public offer of shares. The public offer will in any event raise not less than $1,000,000 before the costs of the offer, as it is underwritten by IWPE.
The IWPE funds and IWPE have agreed to apply for the placements and to underwrite the public offer (respectively), subject to shareholder approval. After careful consideration of all relevant matters, the independent director on the Board appointed IWPE to place shares and to underwrite the public offer, subject to shareholder approval. This appointment was made on the basis of IWPE’s confidence in the new direction of the company when its main business will be Vocus’ current operations and IWPE’s willingness to provide the assurance of the placement and underwriting commitment in the present adverse economic environment. Further terms of the public offer and the share placements will be lodged with the ASX and ASIC in the form of a Prospectus. The Prospectus and Application Forms are expected to be released on or about 3 May 2010.
A table outlining the revenue and EBIT of the Vocus Group for the period ended 30 June 2008, year ended 30 June 2009 and the 6 months ended on 31 December 2009 is attached as Annexure A. A pro-forma balance sheet for the Company assuming implementation of the proposed transactions is attached to this Announcement as Annexure B.
The following information is provided in accordance with ASX Listing Rule 3.10.3:
Information required under Listing Information provided by FOF Rule 3.10.3 Class of securities to be issued Ordinary shares in FOF ( New Shares ) Number of securities to be issued (if 10,000,000 under the share placement known) or maximum number which may 2,000,000 under the public offer be issued Principal terms of securities to be issued The New Shares will rank equally with existing ordinary shares in FOF. Issue price or consideration $0.50 per New Share Purpose of the issue The funds raised would be used to assist FOF in acquiring all of the issued shares in Vocus and to fund ongoing working capital requirements. Whether the entity will seek security FOF intends to seek shareholder approval for the holder approval in relation to the issues of New Shares. proposed issue of securities
For personal use only use personal For Whether the issue will be to a class of Under the share placements, the New Shares will be security holders issued to certain IWPE funds, identified by IWPE. The public offer is open to members of the public, other than the existing shareholders of FOF and Vocus, subject to the terms set out in the Prospectus. The public offer is underwritten by IWPE.
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Shareholder resolution and Listing Rule Compliance
As noted above, the acquisition of Vocus by FOF is conditional on shareholder approval. At this stage, FOF proposes to seek shareholder approval for the following resolutions:
1. for the purposes of ASX Listing Rule 11.2, the approval of the disposal by FOF of its interest in the Monarch Group (comprising Monarch Winemaking Services Pty Ltd ACN 078 607 940 and Monarch Trading Pty Ltd ACN 068 470 931);
2. for the purposes of section 256C of the Corporations Act, the capital of FOF be reduced by means of a cash distribution to FOF shareholders such that FOF will have $5 million in cash before transaction expenses, before the acquisition of Vocus and before exercise of the current options to subscribe for FOF Shares. In the event the current options are exercised, FOF will be left with $6 million in cash before transaction expenses and before the acquisition of Vocus;
3. the approval of the Directors applying for revocation of FOF’s pool development fund status under the Pooled Development Fund Act;
4. for the purposes of ASX Listing Rule 11.1, the approval of the acquisition by FOF of the entire issued share capital of Vocus, and the approval of any change in the nature and scale of FOF’s activities as a result of the Vocus acquisition;
5. for the purposes of ASX Listing Rules 7.1, Chapter 2E and section 611 (item 7) of the Corporations Act, the approval of the allotment and issue of 26,952,991 fully paid ordinary shares in FOF to the shareholders of Vocus (or at their direction), at an effective issue price of $0.50 per share, as part of the consideration for the acquisition by FOF of the entire issued share capital of Vocus;
6. for the purposes of ASX Listing Rules 7.1 and 10.11 and Chapter 2E and section 611 (item 7) of the Corporations Act, the approval of the share placements and public offer (both as referred to above) under a Prospectus to be lodged with ASX and ASIC;
7. the approval of the appointment of Mr David Spence, Mr James Spenceley, Mr Mark de Kock, Mr Nicholas McNaughton and Mr Paul McConnell as Directors of FOF;
8. the approval, by special resolution, of the change of FOF’s name to “Vocus Communications Limited”;
9. the approval, by special resolution, of the repeal of FOF’s existing constitution and the adoption of a new constitution;
10. for the purposes of ASX Listing Rule 7.2 (Exception 9), approval for the issue of securities under the Employee Share Option Plan to be adopted by FOF; and
11. for the purposes of ASX Listing Rule 10.14 and Part 2E.1 of the Corporations Act, approval for the issue of securities under the Employee Share Option Plan to be adopted by FOF to Mr James Spenceley and Mr Mark de Kock.
For personal use only use personal For Except for the passing of resolution 1, which is to be considered independently, the passing of each other resolution is subject to the passing of all of them.
As FOF is required to obtain approval from the FOF shareholders under ASX Listing Rule 11.1, quotation of FOF’s securities will be suspended on the passing of the above resolutions and FOF will be required, pursuant to ASX Listing Rule 11.1.3, to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules in order for the ASX to lift the suspension.
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Next steps
The indicative timetable for implementing the transactions described in this announcement, including compliance with Chapter 1 and 2 of the ASX Listing Rules is as follows:
Event Indicative Date
Announcement 12 April 2010
Lodge Prospectus with ASIC and ASX 3 May 2010
Dispatch Notice of Meeting seeking 10 May 2010 shareholder approval of transactions and all relevant resolutions
Date Offer under Prospectus closes 8 June 2010
Date of Shareholder Meeting and suspension 8 June 2010 of trading in FOF shares
Allot Shares pursuant to the Capital Raising 22 June 2010
Complete Transaction 22 June 2010
Anticipated date of allotment of shares to 22 June 2010 Vocus vendors and lifting of suspension of trading (having satisfied ASX Listing Rules Chapters 1 and 2 requirements)
For further information please contact Jon Brett on 02 9293 2232.
Jon Brett for and on behalf of First Opportunity Fund Limited.
Annexure A
Vocus Group Limited Consolidated Statement of Financial Performance
$000's Year 6 months
1 July 2009 1 March 1 July 2008 to 2008 to 30 to 30 June 31December
For personal use only use personal For June 2008 2009 2009
Revenue 153 5,114 7,234
EBIT -235 982 3,784
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Annexure B
Consolidated Statement of Financial Position Vocus
$000's Dec-09 Proforma
ASSETS Cash 3,451 Receivables 2,205 Other financial assets 69 Other current assets 27
Total current assets 5,752
Non-current assets Trade and other receivables 249 Property, plant & equipment 1,728 Intangible assets 19,894 Goodwill 871 Deferred tax assets 130 Other non-current assets 144
Total non-current assets 23,016
TOTAL ASSETS 28,768
LIABILITIES Trade and other payables (2,003) Borrowings (4,038) Provisions (74) Current tax liability (609) Other (145)
Total current liabilities (6,869)
Non-current liabilities Borrowings (14,092) Deferred tax liabilities (670) Other (6)
Total non-current liabilities (14,768)
TOTAL LIABILITIES (21,637)
NET ASSETS 7,131
EQUITY Share capital 11,622 Contributed capital 62 Share buy back reserve (6,228) Share based payments reserve 14
For personal use only use personal For Retained earnings 1,661
Total shareholders' equity 7,131
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