iSentia lodges Initial Public Offering Prospectus

19-May-2014 11:32 AM

iSentia Group Limited ACN 167 541 568 ("iSentia" or the "Company") has lodged a prospectus ("Prospectus") with the Australian Securities and Investments Commission (“ASIC”) in relation to the initial public offering ("IPO" or "Offer") of fully paid ordinary shares in the Company ("Shares") and listing of the Company on the Australian Securities Exchange.

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iSentia operates a market-leading Software-as-a-Service (“SaaS”) business that provides many of the world’s leading brands, companies, agencies, industry bodies and government with time-critical and highly relevant media intelligence to assist them to make more informed and timely business decisions. This service is underpinned by iSentia’s proprietary software and systems that capture, enrich and interpret data from over 5,500 mainstream media outlets, 55,500 online news sources and 3.4 million user-generated content sources (e.g. Facebook, Twitter and Weibo) in real-time, to alert over 5,000 iSentia clients to what is being said about their organisations, competitors and industry as the “news breaks”.

The Offer will comprise an invitation to new institutional and retail shareholders apply for 139 million new Shares at a price of $2.04 per Share, raising $283.5 million. On completion of the Offer, 50 million Shares will be held by iSentia’s current majority shareholders, being funds associated with Quadrant Private Equity.

John Croll, Chief Executive Officer of iSentia said, “We are excited about the IPO and look forward to welcoming our new shareholders. We are seeing strong growth in our business led by our proprietary SaaS platforms, including our market-leading Mediaportal platform, and our portfolio of leading social media monitoring and analysis software and services.”

Chris Hadley, Managing Director of Quadrant Private Equity, said, "Quadrant will retain a significant holding in iSentia reflecting our confidence in the management team led by John Croll. We are excited by the future growth prospects in the AsiaPac region and the opportunity to further build on the company's excellent performance."

Doug Flynn, Chairman of iSentia Group Limited, said, “A listing on the ASX will help us to continue our strong momentum and consolidate our leading positions in ANZ and a number of key Asian markets including the Philippines, Malaysia, Indonesia, Thailand, Singapore and Vietnam and our growing presence in Greater China.

Eligible investors in Australia who have been invited by their Broker to participate are eligible to participate in the Broker Firm Offer, which is scheduled to open on Tuesday, 27 May 2014. For further details, please see 'Key Offer dates' and 'Key Offer statistics' below and read the Prospectus which contains detailed information about iSentia and its business, the details of the Offer and a description of the key risks associated with an investment in iSentia.

The Prospectus, in which the invitation to apply for Shares is made, is available in electronic form at www.isentia.com.au. Persons having received a copy of the Prospectus in its electronic form may, before the closing date for the Broker Firm Offer, obtain a paper copy of the Prospectus (free of charge) by calling the iSentia Offer Information Line on (+61) 1800 250 297 from 8.30am to 5.30pm Sydney time, Monday to Friday (business days only). Potential investors should consider the Prospectus in deciding whether to acquire Shares in the Offer. Anyone who wants to acquire Shares will need to complete an application form in or accompanying the Prospectus.

Macquarie Capital and UBS have been appointed as joint lead managers, joint bookrunners and underwriters to the Offer (“Joint Lead Managers”). Minter Ellison is the legal adviser to iSentia and Deloitte Touche Tohmatsu is the investigating accountant in relation to the Offer.

If you have any questions in relation to the Offer, please call the iSentia Offer Information Line on (+61) 1800 250 297 from 8.30am to 5.30pm Sydney Time Monday to Friday (business days only).

 

For media inquiries, please contact:

John Chalmers
Executive Director, Marketing & Communications, iSentia
t: +61 2 9318 4033  m: +61 405 255 126
e: john.chalmers@iSentia.com

 

Key Offer dates

 

Prospectus Date

Monday, 19 May 2014

Broker Firm Offer open

Tuesday, 27 May 2014

Broker Firm Offer close

Tuesday, 3 June 2014

Issue of Shares

Thursday, 5 June 2014

Expected commencement of trading on ASX (on a deferred settlement basis)

Thursday, 5 June 2014

Expected mailing of holding statements

Tuesday, 10 June 2014

Shares expected to begin trading on a normal settlement basis

Wednesday, 11 June 2014

 

 

Note: This timetable is indicative only and may change. Unless otherwise indicated, all times are stated in Sydney Time. The Company, with the prior written consent of the Joint Lead Managers, reserves the right to vary any and all of the above dates and times without notice (including, subject to The Listing Rules and the Corporations Act, to close the Offer early, to extend the Closing Date, or to accept late Applications or bids, either generally or in particular cases, or to cancel or withdraw the Offer before Settlement, in each case without notifying any recipient of this Prospectus or Applicants). If the Offer is cancelled or withdrawn before the allocation of Shares, then all Application Monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their Applications as soon as possible after the Offer opens. No cooling-off rights apply to the Offer. The admission of the Company to the Official List and the commencement of quotation of the Shares is subject to confirmation from ASX. Capitalised terms used in this announcement and not defined have the meanings given to them in the Prospectus.

 

Key Offer statistics1

Total number of Shares to be issued under the Offer

139.0 million

Number of Shares to be held by the Quadrant Funds after the Offer1

50.0 million

Number of Shares to be held by Management Shareholders after the Offer1

9.8 million

Total number of Shares on issue at Completion of the Offer

200.0 million

Offer Price

$2.04 per Share

Gross proceeds of the Offer

$283.5 million

Gross proceeds of the Offer payable to the Current Owners

$169.3 million

Market capitalisation at the Offer Price2

$408.0 million

Enterprise Value at the Offer Price3

$456.0 million

Enterprise Value at the Offer Price/pro forma consolidated FY15 forecast EBITDA4

11.0x

Offer Price/pro forma consolidated FY15 forecast NPATA per Share5

15.0x

Implied FY15 forecast dividend yield at the Offer Price6

3.3%

 

1.       The Shares to be held by the Quadrant Funds and some of the Shares to be held by Management Shareholders will be subject to voluntary escrow arrangements, as described further in Section 7.8 of the Prospectus. Management Shareholders comprise current members of iSentia’s senior management and staff, including John Croll, iSentia’s Chief Executive Officer (CEO), and Nimesh Shah, iSentia’s Chief Financial Officer (CFO). The Quadrant Funds, the Management Shareholders and certain other investors, being the Current Owners,currently collectively own all of the share capital in iSentia Holdings.

2.       Calculated as the total number of Shares on issue following the Offer multiplied by the Offer Price.

3.       Enterprise Value is calculated as the Company’s indicative market capitalisation, based on the Offer Price, plus pro forma net debt on Completion of the Offer.

4.       The Enterprise Value/EBITDA multiple is calculated as the Enterprise Value divided by pro forma forecast consolidated EBITDA for FY15. This multiple represents a valuation metric that may enable prospective investors to assess the valuation of comparable businesses before the impact of depreciation, amortisation and different capital and taxation structures.

5.       NPATA is defined as net profit after tax before acquired amortisation (after tax), which includes the uplift in value of acquired software as a result of the Current Shareholders’ acquisition of iSentia in July 2010. iSentia’s management believes NPATA is an important measure of the underlying earnings of the business due to the number of acquisitions during the historical period which has resulted in increased amortisation, which represents a non-cash charge.

6.       Implied dividend yield is calculated as the implied dividend per Share based on the midpoint of the Company’s target dividend payout ratio range of 40% to 60% of pro forma forecast FY15 NPATA, divided by the Offer Price. The payment of a dividend by the Company is at the discretion of the Directors and will be a function of a number of factors, including general business conditions, the operating results and financial condition of iSentia, future funding requirements, compliance with debt facilities, capital management initiatives, taxation considerations (including the level of franking credits available), any contractual, legal or regulatory restrictions on the payment of dividends by the Company, and any other factors the Directors may consider relevant. No assurances can be given by any person, including the Directors, about the payment of any dividend and the level of franking on any such dividend. For more information on the Company’s dividend policy, see Section 4.9 of the Prospectus.

 

Disclaimer

This announcement is not and should not be considered as an offer or an invitation to acquire Shares or any other financial product and does not and will not form any part of any contract for the acquisition of Shares. The Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Offer or otherwise permit a public offering of the Shares in any jurisdiction outside of Australia.

This announcement and any material accompanying it may not be released or distributed in the United States. This announcement and any material accompanying it does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Shares may not be offered or sold in the United States, except in transactions exempt from, or not subject to the registration requirements of the U.S. Securities Act of 1933 (Securities Act) and the applicable securities laws of any state or other jurisdiction of the United States. The Shares to be offered and sold in the Offer may only be offered and sold outside the United States in 'offshore transactions' (as defined in Rule 902(h) under the Securities Act) in compliance with Regulation S under the Securities Act.

This document and the Prospectus contain forward looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘intends’ and other similar words that involve risks and uncertainties. In addition, consistent with customary market practice in offerings in Australia, Forecast Financial Information has been prepared and included in Section 4 of the Prospectus.

The Company has no intention to update or revise forward looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in the Prospectus, except where required by law.

Any forward looking statements are subject to various risk factors that could cause iSentia’s actual results to differ materially from the results expressed, implied or anticipated in these statements. The Forecast Financial Information and other forward looking statements should be read in conjunction with, and are qualified by reference to, the risk factors set out in Section 5 of the Prospectus, the general and specific assumptions set out in Section 4.7.1 and Section 4.7.2 of the Prospectus, the sensitivity analysis set out in Section 4.8 of the Prospectus and other information in the Prospectus.

The Prospectus, including the industry overview in Section 2, uses market data, industry forecasts and projections. iSentia has obtained portions of this information from market research prepared by third parties. There is no assurance that any of the forecasts or projections contained in the reports, surveys and research of third parties which are referred to in the Prospectus will be achieved. iSentia has not independently verified this information.

Estimates, forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed in the risk factors set out in Section 5 of the Prospectus.

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iSentia is the Asia-Pacific region’s leading business intelligence company, providing over 5,000 clients with media information, analysis and advice 24/7/365. iSentia has more than 1,200 employees across 15 countries filtering information from over 5,500 print, radio and television media outlets and over 250 million online conversations per month. Our talented people, innovative search technology, comprehensive coverage and expert research provides the tools and insight to allow our clients to manage media relationships effectively, track and analyse issues of interest across all media, and discover and share valuable insights that drive smarter decisions.

 

 

 

 

Topic: News & Media

Media contact

Patrick Baume
Group Communications Manager

patrick.baume@isentia.com

Tel: +61 2 9318 4012

Mobile: +61 458 651 000

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Isentia is one of the Asia-Pacific region’s leading business intelligence companies, providing over 5,000 clients with media information, analysis and database services 24/7/365. Isentia has more than 1,100 employees across 15 countries filtering information from over 10,000 print, radio and television media outlets and over 250 million online conversations per month.

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