Spookfish Partners With EagleView in North America

Transcription

1 17 May 2016 Spkfish Partners With EagleView in Nrth America Highlights Spkfish signs license, ryalty and equity investment agreements with EagleView, a Nrth American market leading prvider f aerial imagery, data analytics and GIS slutins EagleView is a prtfli cmpany f Vista Equity Partners, a leading private equity firm with US$20 billin in capital cmmitments and a fcus n investing in sftware and technlgy- enabled businesses The agreements will: See EagleView supprt Spkfish s large scale Nrth American strategy and significantly reduces the cst, time and risks assciated with entering the market Prvide EagleView with an exclusive lng- term licence t perate Spkfish Capture Platfrm technlgies and sell utput prducts in Nrth America Ensure Spkfish receives a lng term ryalty cnsisting f a fee per square mile captured and a share f revenues generated frm Spkfish Capture Systems See EagleView invest A$6m via unsecured, interest free cnvertible ntes which cnvert int a 10% interest in Spkfish and receive ptins t acquire an interest f up t 9.9% f Spkfish upn satisfactin f revenue milestnes First Spkfish system is scheduled t be perating in Nrth America prir t the end f 2016 with EagleView funding all prducts supplied by Spkfish fr Nrth America EagleView funding and cllabratin will enable Spkfish t accelerate the develpment f its prduct radmap and new systems fr the Nrth American market Agreement includes prvisins t expand this partnership int ther gegraphies utside f Nrth American and Australia/NZ Spkfish will cntinue with its wn cmmercialisatin strategies in Australia/NZ with the ptin t license EagleView s capabilities and analytics reprts in these markets Spkfish Limited (ASX: SFI) ( Spkfish r the Cmpany ) is pleased t annunce that the Cmpany has entered int binding frmal license, ryalty and equity investment agreements with EagleView Technlgies, Inc. ( EagleView ). Under the terms f the agreements, EagleView will have the exclusive rights t perate the Spkfish Capture Platfrm in Nrth America. EagleView is wned by Vista Equity Partners ( Vista ), a leading private equity firm fcused n investments in sftware, data and technlgy- enabled businesses.

2 EagleView is a market leader in aerial imagery, utilising a vast image library and patented 3- D measurement sftware t deliver slutins t ver 40,000 custmers in the insurance, cnstructin, slar, gvernment and public utility sectrs. Spkfish technlgy will supprt EagleView as it seeks t capture higher reslutin imagery n a mre frequent basis ver a greater area. The partnership with EagleView will enable Spkfish t enter the Nrth American market mre quickly with less risk, leveraging its lcal flight peratins capabilities and gaining immediate access t EagleView s distributin channels and custmer relatinships in majr markets such as gvernment, insurance, cnstructin, slar technlgies and public utilities. EagleView will have an exclusive, lng- term licence t perate Spkfish Capture Platfrm technlgies and the rights t market, prmte, sell and distribute utput prducts in Nrth America. In exchange, EagleView will pay Spkfish a ryalty fee per square mile as well as a share f revenues earned frm the peratin f the Spkfish capture system. Under the agreement, the first Spkfish system is scheduled t be perating in Nrth America prir t the end f 2016, with EagleView funding the develpment, delivery, installatin and certificatin f all systems supplied by Spkfish fr peratin in the Nrth American market. The agreement als includes prvisins t expand the rllut f the Spkfish Capture Platfrm int ther gegraphies n a large scale t take advantage f significant glbal market pprtunities fr Spkfish s high- reslutin, lw- cst, high- prductivity capture system. The agreement will enable Spkfish t fcus its effrts n maintaining its technlgy leadership and accelerate the develpment f its prduct radmap and Spkfish and EagleView have begun cllabrating t develp new technlgies t meet immediate demand in the Nrth American market. Spkfish will cntinue with its wn cmmercialisatin strategies in Australia and New Zealand with the ptin t license EagleView s perating capabilities and analytics reprts fr use in these markets. T supprt and accelerate the Spkfish R&D prgramme and facilitate the near term rllut f Spkfish capture systems in Nrth America, EagleView will be making an upfrnt investment f A$6m in Spkfish via unsecured, interest free cnvertible ntes, and EagleView will receive ptins t acquire an interest f up t 9.9% f Spkfish upn the satisfactin f ryalty revenue milestnes in Nrth America. If all f the cnvertible ntes are cnverted, and all f the ptins are exercised, EagleView wuld have an interest f 19.9% f Spkfish. Cmmenting n the signing f the agreements with EagleView, Executive Chairman, Jasn Marink said, Frm the utset, Spkfish has received verwhelming interest in its technlgy frm glbal GIS industry suppliers and custmers due t the significant perfrmance and cst advantages f the Spkfish technlgy. Hwever, whilst we have acknwledged the enrmus glbal pprtunities fr ur technlgy, we have always appreciated the cst, time, resurces and peratinal risks f entering the majr established markets fr ur services.

3 As such, we are very excited t be partnering with the Nrth American market leader, EagleView, wh has similar aspiratins t accelerate the grwth f premium GIS services amngst its existing custmer base as well as new and emerging markets. During the prcess f this negtiatin, the extensive due diligence undertaken by EagleView int the Cmpany s technlgy and IP strategy has prvided a strng validatin f Spkfish s business strategy and capabilities. Nw having a pwerful partner in EagleView will enable us t realise ur ptential n a glbal stage. Cmmenting n signing the agreements with Spkfish, EagleView Executive Vice- President, Rishi Daga, cmmented, We are very pleased t be partnering with Spkfish and lk frward t prviding the necessary resurces t fast track the cntinued develpment and rllut f the Spkfish Capture Platfrm acrss Nrth America. The impressive Spkfish technlgy perfrmance capabilities prvide significant prspects t grw the market fr ur prducts and ur teams are already wrking tgether n develping specific technlgies t take advantage f immediate market pprtunities. Key terms f equity investment agreements EagleView may acquire up t a 19.9% interest in Spkfish, as fllws, subject t Spkfish btaining any necessary sharehlder and regulatry apprvals: EagleView will invest A$6m by way f unsecured, interest free cnvertible ntes ( Ntes ). The Ntes have a face value f A$0.06 each and cnvert int 100,045,583 rdinary shares in Spkfish ( Shares ), representing a 10% interest, n the delivery by Spkfish f a capture system that meets agreed specificatins. The funds raised will be used fr the purpses f research and develpment f capture systems fr EagleView in Nrth America. A summary f the material terms f the Ntes are attached. EagleView will receive 52,655,569 unlisted ptins (with an exercise price f A$0.09, and expiry date f 5 years frm the date f issue) ( Tranche 1 Optins ), which may be exercised upn Spkfish generating US$10m r mre f ryalties under the licensing agreement in any trailing 12- mnth perid. If all f the Tranche 1 Optins were exercised, EagleView wuld hld an additinal 5% interest in Spkfish. EagleView will receive 54,261,260 unlisted ptins (with an exercise price f A$0.12, and an expiry date f 5 years frm the date f issue) ( Tranche 2 Optins ), which may be exercised upn Spkfish generating US$20m r mre f ryalties under the licensing agreement in any trailing 12- mnth perid. If all f the Tranche 2 Optins were exercised, EagleView wuld hld an additinal 4.9% interest in Spkfish. EagleView will receive 42,800,000 unlisted ptins (with an exercise price f A$0.06, and an expiry date f 28 February 2020) ( Milestne Optins ), which may be exercised upn the Cmpany s existing rights t Milestne 1 Shares and Milestne 2 Shares cnverting t Shares in Spkfish. EagleView will be entitled t exercise 1

4 Milestne Optin fr every 9 Shares issued in Spkfish n cnversin f the relevant Milestne Shares. Cmpletin f the issue f the abve Ntes and ptins is subject t what Spkfish cnsiders t be standard cmpletin cnditins. EagleView will als have certain anti- dilutin rights, subject t ASX granting a waiver, including a tp up right t maintain its percentage interest in Spkfish r t participate up t 19% in any future capital raisings by the Cmpany. It is intended that the Ntes will be issued prmptly upn Spkfish's placement capacity under Listing Rules 7.1 and 7.1A becming available. The issue f the Tranche 1 Optins, Tranche 2 Optins and Milestne Optins is subject t any necessary sharehlder apprvals. Spkfish will nw cmmence the prcess f preparing a Ntice f General Meeting which it will seek t dispatch as sn as practicable. Fr mre infrmatin, please cntact: Investrs Media Jasn Marink David Tasker Executive Chairman Prfessinal Public Relatins / jasn.marink@spkfish.cm david.tasker@ppr.cm.au Abut Spkfish Spkfish is an Australian cmpany fcused n the develpment and cmmercialisatin f premium next generatin gespatial imagery prducts and services. By starting frm a clean sheet and disregarding what was thught impssible, ur revlutinary technlgy enables rapid imaging f entire cuntries in high reslutin frm a multitude f angles at a fractin f the cst f cntemprary systems. Spkfish aims t use these capabilities t make it easy fr rganisatins f all sizes t gain access t premium imagery cntent and pervasive 3D mdels allwing cncise, accurate and cst effective decisin- making. Abut EagleView U.S. based EagleView Technlgy Crpratin, thrugh its tw whlly wned subsidiaries, EagleView Technlgies, Inc. and Pictmetry Internatinal Crp., is the unparalleled prvider f aerial imagery, data analytics and GIS slutins serving the cmmercial, gvernment and public utility sectrs. The cmpany s patented image capture prcesses and 3- D mdeling algrithms cupled with prperty- centric analytic tls empwer end- user wrkflws with scalable, efficient and highly accurate answer sets in supprt f prperty claims, risk management, cnstructin, emergency respnse, assessment, crridr mapping and mre.

5 Abut Vista Equity Partners Vista, a U.S.- based private equity firm with ffices in Austin, Chicag and San Francisc, with mre than $20 billin in cumulative capital cmmitments, currently invests in sftware, data and technlgy- based rganizatins led by wrld- class management teams with lng- term perspective. Vista is a value- added investr, cntributing prfessinal expertise and multi- level supprt twards cmpanies realizing their full ptential. Vista s investment apprach is anchred by a sizable lng- term capital base, experience in structuring technlgy- riented transactins, and prven management techniques that yield flexibility and pprtunity in private equity investing. Fr mre infrmatin, please visit Attachment - Summary f material terms f Ntes a) b) c) d) e) f) g) h) i) j) k) l) Number f Ntes t be issued: 100,045,583. Face value: the Ntes have a face value f A$0.06 each. Principle amunt: A$6,002,735. Frm and status: the Ntes are direct, perpetual, subrdinated and unsecured bligatins f the Cmpany in certificated frm, and will at all times rank at least pari passu in right f payment with all unsecured bligatins f the Cmpany and rank equally and withut any preference r pririty amng themselves. Cnversin rati: subject t certain adjustments, each Nte will cnvert int ne Share. Vting and dividend rights: the Ntes d nt affrd EagleView vting rights in the Cmpany r any right t be paid a dividend r t participate in a distributin f prfits f the Cmpany. Distributable returns: if a dividend r ther distributin is paid r annunced by the Cmpany within 2 years after the date f this annuncement, the Cmpany must pay 50% f the principle amunt f the Ntes t the hlder f the Ntes as a return n each Nte. Participatin rights: subject t any required apprvals r cnsents, the Ntes will affrd EagleView the right t participate in any new issues f securities in the Cmpany n the same basis as if each Nte was cnverted int Shares. Interest: n interest will accrue in respect f the Ntes. Adjustment events: The terms f the Ntes cntain prvisins fr the adjustment f the cnversin rati upn the ccurrence f certain dilutive events including, amng thers, share subdivisins r cnslidatins r reclassificatin, stck dividends, rights ffering and equity issuances at less than 90% f the prevailing market price, bnus issues and ther analgus dilutive events. If these events ccur, the cnversin rati will be adjusted t ensure the same underlying ecnmic value f each Nte is retained fllwing the event. Mandatry cnversin: subject t their terms, the Ntes will autmatically cnvert int Shares upn EagleView accepting delivery f the first capture system t be delivered in accrdance with the license, ryalty and equity agreements ( Cnversin Trigger Date ). Vluntary cnversin: EagleView may elect t cnvert all f its Ntes int Shares befre the Cnversin Trigger Date at any f the fllwing times: I. n r after an agreement, transactin r arrangement is annunced r entered int which may result in a Change f Cntrl ccurring, r a Change f Cntrl ccurring;

6 II. n r after the Cmpany taking any actin that is designed t, r likely t have the effect f, terminating its listing frm ASX, r the qutatin f the Shares n ASX, r the Cmpany receiving any ntificatin that ASX is cntemplating terminating its listing r qutatin f the Shares; r III. any ther date r perid agreed in writing fr cnversin between EagleView and the Cmpany. m) Redemptin: subject t all applicable laws, the Ntes can nly be redeemed by agreement between the Cmpany and EagleView. The Cmpany and EagleView have agreed t redeem the Ntes in the event that EagleView ntifies the Cmpany that the capture system delivered under the license and ryalty agreement des nt cnfrm t applicable specificatins and the Cmpany has nt been able t remedy the nn- cnfrmity. In the event that the Ntes are redeemed and unless therwise agreed between the parties, the Cmpany will be required t repay their principle amunt plus any unpaid distributable returns which have accrued. n) Cnversin t Shares precluded: the Cmpany may refuse t cnvert the Ntes if the cnversin wuld result in a breach f sectin 606 f the Crpratins Act 2001 (Cth) prvided the Cmpany must take all steps within its pwer (including prviding infrmatin and hlding sharehlder meetings) t assist EagleView t btain such apprvals as are required. ) Transfers: the Ntes are transferrable t an Affiliate f EagleView, prvided that the transferee remains an Affiliate f EagleView fr s lng as the Affiliate is a hlder f Ntes. Definitins Affiliate: means in respect f a persn ( Primary Persn ), a persn: cntrlled directly r indirectly by the Primary Persn; cntrlling directly r indirectly the Primary Persn; r directly r indirectly under the cmmn cntrl f the Primary Persn and anther persn r persns. Change f Cntrl: means, with respect t the Cmpany, a persn, directly r indirectly, acquires an interest r relevant interest in, becmes the hlder f, r therwise acquires, has a right t acquire r have an ecnmic interest in: 2% r mre f the Shares; mre than 10% f the securities in any f the subsidiaries f the Cmpany; r all r a substantial r a material part f the business f the Cmpany r any f its subsidiaries; r a persn acquires Cntrl (as defined in sectin 50AA f the Crpratins Act 2001 (Cth)) f the Cmpany r any f its subsidiaries.