AMS Investor Presentation
Released
Released
Announcement PDF
Atomos Ltd (ASX:AMS)
Atomos
Strategic Recapitalisation
Investor Presentation
12 April 2024
Hardware. Software. Cloudware.
Important Notice and Disclaimer
The information contained in this document (“Document”) has been prepared by Atomos Limited ACN 139 730 500 (referred to as “Atomos”
or “Company”). The information contained in this Document is current as at the date of this Document and should be read in conjunction
with other Atomos periodic and continuous disclosure announcements filed with the Australian Securities Exchange (ASX), available at
www.asx.com.au.
The information in this Document is not intended to form the basis of any investment decision in relation to the Company or its assets and
should not be considered as a recommendation to the Recipient to acquire securities in the Company. This Document is not a prospectus,
profile statement or disclosure document and does not constitute an offer or invitation to acquire securities or otherwise invest in the
Company, and no agreement to subscribe for securities will be entered into on the basis of this Document.
No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted by the
Company, any of their respective officers, servants, agents or advisers (collectively “Limited Parties”) as to or in relation to the accuracy,
reasonableness, completeness or reliability of the information in this Document or any other written or oral information made available to
any Recipients or their advisers. Any liability therefore is hereby expressly disclaimed. In particular, no representation or warranty is given as
to the achievability or reasonableness of any future projections, management estimates or plans, prospects, returns or forecasts.
To the fullest extent permitted by law, the Limited Parties will not have any responsibility or liability for any loss or damage (whether
foreseeable or not), however arising (including as a result of negligence), in relation to or in connection with the provision of this Document,
the Recipient’s or any other person’s purported reliance on this Document, the failure to provide information of which any of the Limited
Parties becomes aware or any errors in or omissions from this Document.
None of the Limited Parties makes or gives any representation, warranty or guarantee, express or implied, that the information in this
Document is accurate, current, reliable or complete, has been or will be audited or independently verified, or that reasonable care has been
taken in compiling, preparing or furnishing it. Various statements in this Document constitute statements relating to intentions, future acts
and events including forecast financial information (“Forward Looking Statements”). Forward Looking Statements involve subjective
judgment and analysis, known and unknown risks, uncertainties and other important factors that may cause those future acts, events and
circumstances to differ from the way or manner in which they are expressly or impliedly portrayed herein. The Limited Parties do not make
or give any representation, warranty or guarantee, express or implied, that any Forward Looking Statements will be achieved or proven
correct, or that any assumptions or projections on which the Forward Looking Statements are based are reasonable. No historical financial
information, forecast financial information, estimates or projections contained in this Document or any other financial information derived
from that information, can be relied upon as a promise or representation, as to the past, present or the future. Past performance is not
necessarily a guide to future likelihood of achievement or reasonableness of any Forward Looking Statement, forecast financial information
or other forecast.
The Limited Parties do not undertake any obligation to (and expressly disclaim any obligation to) provide the Recipients with access to any
additional information or to correct any inaccuracies herein which may become apparent or to disseminate any updates or revisions to any
Forward Looking Statements in this Document to reflect any change in expectations in relation to any such statements or any change in
events, conditions or circumstances on which any such statement is based.
any person in connection with a proposed investment in the Company constitutes, or is to be taken as constituting, the giving of investment
or financial product advice (or any other advice) to any such person. Each such person should make their own independent assessment of
the merits or otherwise of investing in the Company and should seek their own professional advice in respect of any future investment
opportunity and not act on the basis of any matter contained in this Document. In providing this Document, the Company has not
considered the objectives, financial position, taxation situation or other needs of any particular Recipient.
The distribution of this document in jurisdictions outside Australia may be restricted by law. Persons who come into possession of this
document who are not in Australia, should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws. In particular, this document does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities in the United States. The securities being offered by the Company under the Prospectus lodged with ASX on or about
the date of this Document have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other
jurisdiction of the United States Accordingly, the securities being offered by the Company under the Prospectus may not be offered or sold in
the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and other
applicable US state securities laws.
Non-IFRS financial measures
Recipients should note that certain financial data included in this Document is not recognised under the Australian Accounting Standards
(AAS) and is classified as ‘non-IFRS financial information’ under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by
ASIC. The Company believes that this non-IFRS financial information provides useful information to users in measuring the financial
performance and condition of Atomos. The non-IFRS financial measures do not have standardised meanings under AAS, and therefore may
not be comparable with similarly titled measures presented by other entities, nor should these be interpreted as an alternative to other
financial measures determined in accordance with AAS. Investors are cautioned not to place undue reliance on any non-IFRS financial
information, ratios and metrics included in this Document.
Non-IFRS information descriptors:
• EBITDA (before R&D expenditure) is earnings before research and development expenditure, interest, taxation, depreciation, amortisation
and impairment charges;
• EBITDA is earnings before interest, taxation, depreciation, amortisation and impairment charges;
• EBIT is earnings before interest, taxation and impairment charges;
• Working capital is defined by the Company as trade and other receivables, inventory and other current assets less trade and other
payables and other current liabilities;
• Net cash flows from operations: the operating cash flows generated by the Company calculated as EBITDA excluding non-cash items and
allowing for changes in working capital; and
• Net cash flows before financing activities: being net cash flows from operations less capital expenditure and other investing expenditure.
This document also contains statistics, data and other information relating to markets, market sizes, market shares, market positions and
other industry data pertaining to the Company's business and markets. Such information is generally based on independent market and
industry data or research. The Company has not independently verified, and cannot give any assurances as to the accuracy and completeness
of the information sourced from market and industry data or research contained herein. Accordingly, the accuracy and completeness of such
information is not guaranteed. There is no assurance that any of the forecasts or projections contained in the independent market and
industry data or research will be achieved. Forecasts and projections involve risks and uncertainties and are subject to change based on
various factors. You should note that market data and statistics are inherently predictive and subject to uncertainty and not necessarily
reflective of actual market conditions.
Neither the receipt of this Document by any person nor any information contained in it or supplied with it or subsequently communicated to
2
Chairmans Message, Paul Greenberg ...
•
Atomos has always been an innovative global video technology business with market leadership and significant brand equity
•
Revenue & EBITDA peaked in FY21 at $78.6m & $8.2m, respectively, but in FY23 revenue fell to $42.8m with an EBITDA loss of $25.5m1 , driven by:
•
–
Over-stocking following COVID bubble, supply chain lags, component issues, US actors / writers strike and economic tightening
–
Substantial Board and Management changes
Despite the challenges, several measures have been taken to stabilise and re-position the Company for growth:
–
Reduced fixed operating costs (incl capitalised R&D costs) by ~45% from 1H’23 vs. 1H’24 (driven by headcount reduction from ~150 (during
FY22) to 90 at end Dec 23)
–
Reduced inventory by ~62% ($28.8m in Jun-22 to $10.8m as of Dec-23)
–
Reduced debt facility from $12m (Jun-22) to $8.3m including capitalised interest (Mar-24) + improved financial terms with minimal covenants
–
Release of the new Ninja and Shogun products (which have been well received by the market)
–
Appointment of new auditors (Moore Australia) and sign-off and lodgement of FY23 financial accounts
–
Clear strategy and experienced team (return of founder) now in place to execute on a growth plan ahead
•
Renewed focus on returning to its entrepreneurial, agile roots releasing innovative products that cater to a global market
1.
Excludes FY23 intangibles impairment of $30.7m
3
New Executive Team moving forward …
Jeromy Young
Peter Barber
Ben McAlister
CEO & Co-Founder
Managing Director
COO & Video Entrepreneur
Executive Director
Financial Advisor
to the Board and to the CEO
25 Years Global Video
Industry
35 Years Global Video Industry
25 Years Public & Private
Markets,
Chartered Accountant
4
Summary – Next chapter in the Atomos journey ...
Grow from Strength
New Adjacent Markets
•
Atomos core monitor-recorder market stable
•
•
Maintain revenue $40m+ at 40%+ gross profit margins
Enter adjacent LED On-Set & Studio Lighting - NEW unique
technology
•
Global respected brand
•
Products announced (shipping late Q4 FY24)
•
Right-sized - restructured to match core revenues and margins
•
Large TAM opportunity – US$1.5bn, CAGR 13%1
•
Same customers through the same sales channels
Return to Innovation
Fund Growth
•
New products that are ready to announce
•
Re-capitalisation to position company for growth
•
Next generation Ninja, Shogun and Sumo lines
•
Announced Placement + Entitlement Offer
•
Market Cloud Services as essential value-add to devices
1.
Report by 360iresearch: LED Light for Camera Market by Product (Panel Light, Ring Light, Rope Light), Model (OffCamera, On-Camera), Device Type, Application, Sales Channel, End-User - Global Forecast 2023-2030.
5
Product
Innovation
Returning to our core strengths …
The Vision
Focus on the Art
Empower the democratisation of content creation in the Social,
User-friendly designs that make video production simple intuitive and
Pro Video & Entertainment Markets
creative. Enabling creatives to focus on their art.
Weddings, Events, Music
Partnering with the Best
Industry Standard Brand
Align, integrate and partner with global technology leaders
Strong brand equity and customer loyalty built over 12 years of
innovation, care for the customer and teaming up with the best of
the best to drive technology forward
7
Ready, Set, Upgrade …
Driving Sales
Over 100,000+ active users
500,000 units sold lifetime
Automated production is the future
We will show our customers why they need their
new Ninja and paid cloud services
8
Ninja Phone – Now phones can be Ninjas too
Expanding upon existing market opportunity
•
Video co-processor for the latest iPhones that lets you record from
professional cameras onto the iPhone’s storage
•
Unique HDMI to USB-C, professional adaptor that securely attaches to the
back of an iPhone 15 Pro or iPhone 15 Pro Max to create the world’s first
Apple ProRes driven high resolution monitor-recorder.
•
Enable connection to any professional camera (Nikon, Panasonic, Canon,
Fuji, Sony, etc) with an uncompressed HDMI output to Apple’s magnificent
OLED screen.
•
Price expected to be USD$/€399 (excluding local sales taxes) and is
expected to begin shipping at the end of Q4 FY24
9
The 'Light Bulb/LED Moment’ – introducing Ninja Dragon
New Adjacent Markets
Expand into LED On-Set & Studio Lights
•
Unique sun spectrum, Ninja controllable camera LED lights
•
Waterproof, flexible strip light design
•
Place anywhere, bend, shape and mount technology
•
Achievable adjacent market penetration
•
Able to leverage existing sales infrastructure and customer
relationships
•
Large addressable market opportunity ~US$1.5bn1
•
Expected to begin shipping at the end Q4 FY24
3m light strip ships in a case that facilitates
rolling up into a Light Panel with included
diffuser - Replacing Light Panels
1.
Report by 360iresearch: LED Light for Camera Market by Product (Panel Light, Ring Light, Rope Light), Model (OffCamera, On-Camera), Device Type, Application, Sales Channel, End-User - Global Forecast 2023-2030.
10
New Products and Markets: LED On-Set & Studio Lighting
Portfolio of new products and market – complementary to Atomos' existing flagship products
Atomos brings innovation and creative flexibility to simple LED lighting
Ninja Dragon can be LED panel, striplight or focused beam light
Various competitor
designs can be heavy,
with a dated design
Competition can be up
to ~350% more expensive
with minimal flexibility or
adjustable features
11
On Set Control = Lights, Cameras, Action!
Able to make production efficient & simple by connecting and controlling lights, cameras, and audio - all from Atomos monitor controls
On Set Control
12
Control lights, cameras and monitors from your Ninja!
A suite of intuitive cloud-based production services to allow creators to
focus on their art, not on the tech
Simpler, Faster and Higher Quality production workflows
Atomos Technology makes this possible
13
Financials
Profit & Loss – Full Year
A$m
30 June Year End
Audited
FY22
Audited
FY23
Revenue
73.3
42.8
COGS
(44.5)
(38.1)
Gross Profit
28.8
4.7
Gross Profit Margin %
39.3%
11.0%
Variable operating cost
(5.7)
(4.0)
Fixed operating cost
(27.7)
(26.8)
Other income / forex
(0.4)
0.6
EBITDA
(5.1)
(25.5)
Depreciation & amortisation1
(3.9)
(3.0)
Finance costs
(0.5)
(2.1)
Impairments
-
(30.7)
Profit (Loss) before income tax
(9.5)
(61.3)
Capitalised R&D costs
(5.0)
(2.5)
1. In line with AASB 16 accounting, rent expense of ~$1m per annum is captured within depreciation
FY22 vs FY23 Performance
• Macroeconomic impacts (interest rates, inflation, conflict)
• Distractions (ex CEO litigation, Board changes, US writers/actors strike,
balance sheet repair, ASX suspension and audit challenges)
• Inventory management and supply chain challenges impacted margins
15
Profit & Loss – Interim (Half Year)
H1 FY24 Update
Statutory
Audit reviewed
1H24
Statutory
Audit reviewed
•1
Sales down ~18% pcp (1H23: $21.1m)
21.1
17.4
•2
COGS
(16.4)
(12.0)
Statutory gross margin of 31.3%, up from 22.5% pcp, reflecting launch
of new products (Q1 FY24) and completion of marketing campaigns to
clear old stock in pcp
Gross Profit
4.8
5.5
•
Underlying gross margin of 38.2%, reconciliation below:
A$m
31 December Half Year End
Revenue
1H23
1
Underlying Gross Profit
Revenue
Statutory gross profit
Obsolesce provision
Underlying gross profit
Statutory gross margin %
Underlying gross margin %
1H'23
21.1
4.8
1.2
5.9
22.5%
28.1%
1H'24
17.4
5.5
1.2
7.0
31.3%
38.2%
Gross margin %
2
22.5%
31.3%
Variable operating cost
3
(2.2)
(1.7)
Fixed operating cost
4
(15.7)
(10.1)
Other income / forex
0.4
0.5
EBITDA
(12.7)
(5.8)
Depreciation & amortisation1
(2.1)
(0.8)
•3
Variable costs expected to be ~10% of sales moving forward
Finance costs
(1.3)
(0.8)
•4
Material reduction in fixed operating costs due to restructuring
Impairments
(32.5)
-
•5
All R&D / product development costs expensed from 1H’24 onwards
Profit (Loss) before income tax
(48.6)
(7.4)
Capitalised R&D costs
5
(2.5)
-
1. In line with AASB 16 accounting, rent expense of ~$1m per annum is captured within depreciation
H2 FY24 Outlook
•
H2 sales expected to exceed H1’24 sales of $17.4m
•
Following completion of the restructure over balance of FY24, expect
annualised fixed operating costs to be ~$16m by end of FY24
•
Approx $45m sales to deliver EBITDA breakeven
16
Balance Sheet
Dec-23
Audit
reviewed
Feb-24
Mgmt
Accts
Cash
1.5
1.5
Trade and other receivables
3.2
2.6
2.6
Inventories
10.8
10.9
10.9
Other current assets
3.1
2.5
2.5
Other current assets
18.6
17.5
PPE
1.1
1.0
1.0
Right of use assets
4.7
4.5
4.5
Other non-current assets
1.4
1.4
1.4
Financial assets
1.8
1.8
1.8
Total assets
27.6
26.2
Trade and other payables
(11.9)
(11.8)
Borrowings – credit cards
(0.2)
(0.2)
(0.2)
Provisions
(2.7)
(2.6)
(2.6)
Lease liabilities
(5.6)
(5.4)
(5.4)
Borrowings
(5.1)
(6.1)
(2.2)
8.3
-
Total Liabilities
(25.5)
(26.2)
(0.2)
(8.3)
(18.0)
b)
Net assets
2.1
0.1
(0.2)
16.1
16.0
c)
d)
Debt
Increase (a)
Note: Figures presented in the table above have been rounded.
Capital
Raise (b, c, d)
Feb-24
Pro Forma(e)
7.8
9.3
Key Comments
A$m
7.8
7.8
2.0
• Atomos is reviewing additional working capital solutions into the future
to assist in funding new product inventory, which may include:
1. Debt Facilty – the Company is in early discussions with select
potential low-cost funders to provide a debt facility to the Company.
However, there is no guarantee any such facility will eventuate
2. Exercise of options – based on A$16m being raised under the
Entitlement Offer and Placement, if all Options (including Broker
Options and Additional Options to JY/PB) issued are exercised prior
to their expiry date at an exercise price of $0.03, this would result in
further cash inflow to the Company of A$16.5m
25.3
34.0
(9.8)
a)
e)
In February 2024, the Company increased the limit of the current debt facility with Domazet FT3 Pty Ltd as
trustee for The Domazet Family Trust (Debt Facility) from $5.0m to $8.0m along with extending the
maturity date to 31 March 2025. At the end of February 2024, the Company drew down on a further $1.0m
and in March 2024 the Company drew down on a further $2.0m, being the remaining headroom in the
Debt Facilty. As of 31 March 2024, the Debt Facility is now fully drawn. The $2.0m funds drawn in March
were directly applied to reducing trade and other payables. The interest accrual for Q3 FY24 (Qtr. ended 31
March 2024) was $0.2m.
Debt Facility limit is $8.0m with remaining balance being capitalised interest incurred under the Debt
Facilty.
Assumes gross cash proceeds from the capital raise of $16.0m
Assumes full $16.0m is raised under the Placement and Entitlement Offer and does not include any
potential cash inflows from the exercise of Options
Proforma cash balance assumes gross proceeds; costs of the Offer expected to be approximately $1.0m.
17
Capital
Raising
Raise overview – up to $16.0m capital raise
Financial recapitalisation well supported by major shareholders and incoming Board and Management
Equity Capital Raise
• Up to $16.0m capital raise via:
Use of Funds2
Use of Funds
Value
Description
Debt Facility
repayment
$8.3m
Debt free post raise
Costs restructure
$1.0m
Employee redundancies
New products
$1.4m
Development & stocking of new products
Working capital
$4.3m
Seasonal trading losses along with
movements in inventory, accounts
receivables, creditors and various other
intra-month cash movements such as for
employee payments)
– Jeromy Young (MD) & Peter Barber (ED) investing $2.0m each in
Placement ($4.0m total)
Costs of Offer
$1.0m
Estimate of various costs (legal, advisory,
registry) in undertaking the capital raise
– Paul Greenberg (Chair) investing $0.1m in Placement
Total
$16.0m
– Up to $8.0m Placement to Directors and institutional shareholders,
subject to shareholder approval at an EGM (Placement)
– $8.0m fully underwritten 1 for 1 non-renounceable pro-rata entitlement
offer1 (Entitlement Offer)
• Offer Price of $0.02 per share
– Implied pre-money market cap of $8.0m
(incl. capitalised interest)
• Attaching options on 1 for 2 basis (Options) granted to subscribers in the
Placement and Entitlement Offer
• Options exercise price of $0.03 and expiry on 30 November 2025
– Further $16.5m cash inflow to AMS if all options exercised
• $12.1m commitment from Board + major shareholder
– Doma sub-underwriting full Entitlement Offer of $8m
1.
402,230,851 fully paid ordinary shares on issue pre raise
2.
Assumes full $16.0m is raised under the Placement and Entitlement Offer and does not include any potential
cash inflows from the exercise of Options
19
Capital Raise - Details (1/3)
Offer Size
Up to $16.0m, via the issue of approximately 802 million fully paid ordinary shares
Offer Type
• Up to $8.0m Placement to sophisticated and professional investors and three Company Directors (being Jeromy Young, Peter Barber and Paul
Greenberg) subject to shareholder approval, via the issue of approximately 400 million fully paid ordinary shares (Placement); and
• Fully underwritten 1 for 1 non-renounceable, pro rata, entitlement offer (Entitlement Offer) to eligible shareholders as at the Record Date to raise
$8.0m via the issue of approximately 402m fully paid ordinary shares.
(collectively, the ‘Offer’)
Offer Price
All shares under the Offer will be issued at a fixed price of A$0.02 per new share, representing a discount of:
• 69.2% to the last closing price of Atomos shares of $0.065 per share on 27 February 2023 (day prior to suspension); and
• 46.1% to Theoretical Ex-Rights Price (TERP)1 of $0.035
Ranking
All new shares issued under the Offer will rank equally with existing Atomos shares from the date of issue
Quoted
Options
• Participating shareholders will receive 1 free attaching option for every 2 new shares subscribed under the Offer (Options)
• Options will have an exercise price of $0.03 and will expire on 30 November 2025.
• As part of the Offer (and subject to shareholder approval), in addition to participating in the Placement, Jeromy Young and Peter Barber are being
offered 100 million (50 million each) Options in recognition of considerable value delivered as part of the restructure and recapitalisation process
• As part of the Offer, Henslow Pty Ltd (as Lead Manager and Underwriter) is being offered 50 million Options in recognition of considerable value
delivered as part of the restructure and recapitalisation process
• Subject to ASX approval, Options will be listed and quoted on the ASX (refer Re-Quotation of Shares, slide 21)
• Assuming all options (including broker options) are exercised, additional cash inflow to Atomos of $16.5m (but there is no guarantee any or all
options will be exercised)
Lead Manager &
Underwriter
Henslow Pty Ltd
1.
Theoretical ex rights price (TERP) includes the shares issued under the Placement and the Entitlement Offer. TERP is the theoretical price at which Atomos shares (Shares) should trade immediately after the ex-date for the Entitlement Offer. TERP is a
theoretical calculation and the actual price at which Shares trade on ASX immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the TERP. TERP is calculated by reference to the closing price of
Atomos Shares as traded on ASX on 27 February 2023, being the last trading day prior to the announcement of the Entitlement Offer.
20
Capital Raise – Details (2/3)
Shareholder and
Director Support
• Atomos’ major shareholder, Doma, who owns approximately 17.6% of issued shares, has agreed to sub-underwrite the full $8.0m Entitlement Offer
• Atomos Directors have agreed to subscribe for $4.1m in the Placement via:
– $4.0m total ($2.0m each) from Jeromy Young (MD), Peter Barber (ED); and
– $0.1m ($100k) from Paul Greenberg (Chair)
– Directors' participation is subject to shareholder approval
Entitlement Offer
• Entitlement Offer is non-renounceable, and rights (Entitlements) are not transferable and will not be able to be traded on the ASX or privately.
Eligible shareholders can choose to take up all, part or none of their Entitlement. Eligible shareholders who do not take up their Entitlement under
the Entitlement Offer in full or part, will not receive any value in respect of those Entitlements not taken up.
• The Entitlement Offer will open at 10:00am (AEST) on Tuesday, 23 April 2024 and close at 5:00pm (AEST time) on Monday, 13 May 2024.
• Eligible shareholders will be those with registered addresses in Australia, New Zealand and the United Kingdom only on the Record Date of 7:00pm
(Melbourne time) on Thursday, 18 April 2024.
• Eligible shareholders wishing to participate in the Entitlement Offer should carefully read the Prospectus and accompanying personalised
Entitlement and Acceptance Form which are expected to be despatched on or around Tuesday, 23 April 2024.
• The Company has appointed Berne No 132 Nominees Pty Ltd as nominee for the purposes of section 615 of the Corporations Act (Nominee). ASIC
has made an in-principle decision approving the appointment. The Nominee will arrange for the sale of the new shares which would otherwise have
been issued to ineligible foreign shareholders, and will remit to those shareholders any proceeds of the sale (after deducting the Offer Price, any
expenses, and any withholding tax).
• A copy of the Prospectus will be available on the ASX website (www.asx.com.au) from 12 April 2024
Conditions of
Underwriting
• The obligations of the underwriter and sub-underwriter are subject to certain conditions and termination events. If any of those conditions are not
met, or if any of those termination events occur, the underwriting and sub-underwriting arrangements may be terminated.
• Refer to the slide titled “Underwriting Agreement” for more information.
21
Capital Raise – Details (3/3)
Additional Take-up
of Entitlements
• Eligible Shareholders who take up their Entitlement in full may subscribe for additional Entitlement Offer shares in excess of their Entitlements.
• Additional Entitlement Offer shares will only be available to the extent that there are Entitlements under the Entitlement Offer that are not taken up
by eligible shareholders.
Notice of Meeting
(NOM)
• A NOM was lodged with the ASX today for purposes of conducting an EGM to be held on Thursday, 16 May 2024
• Included in the NOM are four resolutions requiring shareholder approval and relate to the Placement and Options issue.
• In relation to the resolutions, the major shareholder and Directors (as and where they are legally able to), intend to vote in favour of the
resolutions.
Re-Quotation of
Shares
• Following discussions with ASX, subject to satisfaction of certain conditions, Atomos expects to return to ASX trading following completion and
settlement of the Placement and Entitlement Offer (which is expected to occur post EGM approval of the Placement). Full details of the conditions
are set out in the Prospectus
22
Capital Raise – Use of Funds
1.
Use of Funds
$ Value1
Description
Debt Facility repayment (incl. capitalised interest)
$8.3m
Post raise, Atomos will have no outstanding amounts owing under its external debt facilty
Costs restructure
$1.0m
Primarily related to employee redundancies
New products
$1.4m
Relation to development and stocking of new products
Working capital
$4.3m
Seasonal trading losses along with movements in inventory, accounts receivables, creditors and
various other intra-month cash movements such as for employee payments)
Costs of Offer
$1.0m
Estimate of various costs (legal, advisory, registry) in undertaking the capital raise
Total
$16.0m
Assumes full $16.0m is raised under the Placement and Entitlement Offer and does not include any potential cash inflows from the exercise of Options
23
Capital Raise – Indicative Timetable1,2
Key Event
Announcement of Entitlement Offer, Placement, Director Offer, Broker Offer
Lodge Prospectus with ASIC and ASX and lodge Appendix 3B with ASX
Friday 12 April 2024
Publication of Notice of EGM on ASX
Friday 12 April 2024
Notice of EGM dispatched to shareholders
Tuesday 16 April 2024
Record Date for Entitlement Offer
Thursday 18 April 2024
Entitlement Offer opens; Placement Options Offer opens; Broker Offer opens; Director Options Offer opens
Tuesday 23 April 2024
Entitlement Offer, Placement Options Offer, Director Options Offer close
Monday 13 May 2024
Announcement of results of Entitlement Offer
EGM conducted
1.
2.
3.
Date
Wednesday 15 May 2024
Thursday 16 May 2024
Settlement of Placement
Friday 17 May 2024
Settlement of Entitlement Offer (including any shortfall)
Friday 17 May 2024
Issue of Entitlement Offer Shares (& Entitlement Offer Options); Issue of Placement Shares
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