Sydney, 10 May 2010 (ASX: BVA) – Bravura Solutions Limited (Bravura) – a global supplier of transfer agency and wealth management software applications and professional services – announces today a fully underwritten $23 million rights issue to assist in the funding of the acquisition of Mutual Fund Technologies Limited (MFT) (Acquisition). MFT is the provider of a transfer agency software solution, Global Fund Administration System (GFAS).
1. Underwritten renounceable rights offer
Bravura proposes to conduct a fully underwritten, renounceable rights issue (incorporating ASX rights trading of ordinary shares of Bravura) to raise approximately $23 million for the purpose of partly funding the proposed acquisition of MFT (Rights Issue).
The proposed rights issue will offer eligible Bravura shareholders the opportunity to subscribe for 1 new share (New Shares) for every 1.82 ordinary fully paid shares held on the record date, at the issue price of $0.10 per share. This represents a discount of 10% to volume weighted average price of Bravura shares on ASX over the five trading day period immediately prior to the date of this announcement.
Eligible Bravura shareholders will be invited to participate in the Rights Issue. The Rights Issue will open on Monday, 24 May 2010 and close at 5:00pm (Sydney time) on Monday, 7 June 2010.
Eligible shareholders can choose to take up their entitlement in whole, in part, or not at all. Eligible shareholders who take up their entitlement in full may also apply for New Shares in excess of their entitlement (Additional New Shares). However, Additional New Shares will only be allocated to eligible shareholders if there are sufficient New Shares from eligible shareholders who do not take up their full entitlement, subject to the allocation policy and any scale back that Bravura may apply.
The Rights Issue is being undertaken using a traditional structure with a rights trading period. The rights trading period commences on Wednesday, 12 May 2010 and will end at 5:00pm (Sydney time) on Monday, 31 May 2010.
Shareholders eligible to participate in the Rights Issue will shortly receive a copy of the Rights Issue offer booklet and a personalised entitlement and acceptance form which will provide further details on how to participate.
The proposed Rights Issue will be fully underwritten by Carp Advisory A Pty Ltd in its capacity as trustee for the Carp Investment Trust No. 1, Carp Advisory B Pty Ltd in its capacity as trustee for the Carp Investment Trust No. 2 and Carp Holdings NV, being entities wholly owned or affiliated subsidiaries of Ironbridge Fund II (Ironbridge).
2. Acquisition of MFT
Bravura today has entered into a Sale and Purchase Agreement (SPA) with FIL Limited (FIL) for the acquisition of all the shares in MFT with cash consideration of £19m to be paid on completion, with two deferred cash payments by way of earn out for another £500,000 each subject to reaching relevant revenue hurdles. In addition, MFT will before completion enter into various service agreements including a data centre agreement with its existing providers, to continue to receive certain software hosting and related services, maintenance, support, back-up and the like services after completion. Entering into these services agreements will assist in providing a seamless transition of MFT to Bravura’s ownership and minimising customer disruption.
Subject to satisfactory completion or waiver of the conditions precedent contained in the SPA (the most important of which is that the underwriting agreement is not terminated by the underwriters in respect of certain termination events beyond the control of Bravura), completion is expected to occur shortly after allotment of the New Shares to be issued under the Rights Issue.
The Acquisition is in line with Bravura’s strategy of strengthening its core business. MFT operates in the transfer agency market which is one of Bravura’s two core focus areas, being transfer agency and wealth management.
The Acquisition is expected to increase Bravura’s market share in the European transfer agency market. Bravura anticipates this will create the potential for cross-selling opportunities to MFT’s client base.
MFT is a profitable business with a blue chip customer base. Its GFAS software solution is a mature and stable product that generates strong EBITDA margins for MFT. Further, the Acquisition is expected to be EPS accretive, and is expected to improve the quality and predictability of Bravura’s earnings. Increased certainty and stability of longer term annuity revenue streams is also anticipated as a result of the Acquisition. The MFT business is highly cash generative with over 70% of its revenue in FY10 generated from client managed services agreements.
MFT’s GFAS transfer agency software solution is used by some of the UK’s largest (by funds under management) financial services companies. It provides transfer agency and record-keeping functionality for mutual funds domiciled in the UK and Channel Islands, Ireland, Luxembourg, Germany and Bermuda.
Brian Mitchell, Chairman – Bravura said “The acquisition of MFT presents an excellent strategic opportunity for Bravura to further establish a leadership position in one of our key markets – transfer agency solutions in Europe. The resultant benefits to Bravura will include the acquisition of an additional blue chip client base, increased market share, improved predictability of earnings and a broader product base creating development and support efficiencies.”
The Rights Issue is to partly fund the Acquisition. If for any reason the Acquisition does not proceed, Bravura will not proceed with the Rights Issue.
3. Exercise of options by Ironbridge
Ironbridge have agreed, subject to satisfaction of certain conditions contained in the underwriting agreement, to exercise 53,333,334 Ironbridge options, raising $8 million, through the issue of 53,333,334 New Shares (at a price of $0.15 per share), to assist in funding the Acquisition of MFT and associated costs. Ironbridge have agreed to exercise these options on or before the record date for the Rights Issue.
* Important notice: All times and dates in this announcement refer to Sydney time. All times and dates in this announcement are subject to change (without notice).
5. Shareholder enquiries
Shareholders who have questions regarding the Rights Issue should call the Bravura Shareholder Information Line on 1300 084 986 (calls within Australia) or +61 3 9415 4686 (from outside Australia) at any time from 8:30am to 5:00pm (Sydney time) Monday to Friday during the Rights Issue offer period or visit our website at www.bravurasolutions.com.
For further information, visit https://www.bravurasolutions.com or contact:
Simon Woodfull, Group CEO, Bravura Solutions Limited +61 3 9935 2330
Kim Ramsay, Marketing Manager, Bravura Solutions Limited +612 9018 7891/+61423 758 014
This document is issued by Bravura Solutions Limited, ABN 15 111 148 826 (Bravura). This document is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or under any other law. It is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This document does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of Bravura shares. This document has been prepared without taking account of any person’s investment objectives, financial situation or particular needs and prospective investors should conduct their own independent investigation and assessment of any offer and the information contained in, or referred to in, this document.
No action has been taken to register any offer or otherwise permit a public offering of securities outside Australia and New Zealand. This document does not constitute an offer of securities for sale in the United States, or to any person that is, or is acting for the account or benefit of, any U.S. person, or in any other jurisdiction in which such an offer would be illegal. This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person.
This document contains certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward looking statements, opinions and estimates provided in this document involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Bravura, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward looking statements are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. Forward looking statements are not guarantees of future performance. These statements may assume the success of Bravura’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond the control of Bravura, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS