Annuncio • Oct 06
Thales Australia Holdings Pty Ltd completed the acquisition of Tesserent Limited (ASX:TNT). Thales Australia Holdings Pty Ltd entered into a binding Scheme Implementation Deed (SID) to acquire Tesserent Limited (ASX:TNT) for approximately AUD 180 million on June 11, 2023. Under the SID, it is proposed Thales Australia will acquire 100% of the share capital in Tesserent by way of a court approved scheme of arrangement for AUD 0.13 per share in cash. The cash consideration of AUD 0.13 per share values Tesserent’s equity at AUD 176 million. The transaction is fully funded by Thales’ own internal resources and cash reserves. The SID also provides for a separate and concurrent scheme of arrangement between Tesserent and its option and warrant holders under which each holder will receive cash for each instrument held in accordance with an agreed valuation methodology. A break fee and a reverse break fee of AUD 1.8 million will be payable to either Thales or Tesserent in certain circumstances. Post-acquisition, the Tesserent business will continue to be known as Tesserent, and its visual identity will incorporate the “Cyber Solutions by Thales” tagline. It will become the lead Cybersecurity offering of Thales Australia and New Zealand.The Share Scheme is subject to regulatory approvals including Australian Foreign Investment Review Board and New Zealand OIO approval, ASIC and ASX approval, court approval, No “Target Material Adverse Change”, "Target Regulated Event" or “Target Prescribed Occurrences, Tesserent retaining at least 85% of its key management during the period leading up to Court approval of the Scheme, approval by the shareholders of Tesserent and other customary conditions. The Share Scheme is not subject to financing or due diligence. Tesserent shareholders will have the opportunity to vote on the Share Scheme at a meeting of Tesserent shareholders expected to be held in September 2023. Tesserent’s Board unanimously recommends that Tesserent shareholders vote in favour of the Share Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Share Scheme is in the best interests of Tesserent shareholders. Each Tesserent Director intends to vote the Tesserent shares held or controlled by them in favour of the proposed Share Scheme (representing collectively 8.98% of the total Tesserent shares on issue). As September 18, 2023, Tesserent shareholders voted in favour of the scheme of arrangement. The Scheme is expected to be implemented in October 2023. As of September 22, 2023 Share Scheme relating to FIRB approval, as set out in of the SID has been satisfied. Deloitte is acting as financial advisor and MinterEllison is acting as legal advisor to Tesserent. Azure Capital is acting as financial advisor and Tony Damian, Amelia Morgan of Herbert Smith Freehills is acting as legal advisor to Thales.Thales Australia Holdings Pty Ltd completed the acquisition of Tesserent Limited (ASX:TNT) on October 4, 2023. Annuncio • Oct 01
Tesserent Limited (ASX:TNT) agreed to acquire Beyond Binary for AUD 7 million. Tesserent Limited (ASX:TNT) agreed to acquire Beyond Binary for AUD 7 million on September 29, 2023. completion of the acquisition is subject to a number of conditions precedent and is expected to complete by mid October 2023. Reported Earnings • Aug 31
Full year 2023 earnings released: AU$0.004 loss per share (vs AU$0.007 loss in FY 2022) Full year 2023 results: AU$0.004 loss per share (improved from AU$0.007 loss in FY 2022). Revenue: AU$130.6m (up 16% from FY 2022). Net loss: AU$4.84m (loss narrowed 45% from FY 2022). Revenue is forecast to grow 14% p.a. on average during the next 2 years, compared to a 16% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 58% per year but the company’s share price has fallen by 21% per year, which means it is significantly lagging earnings. New Risk • Aug 30
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended December 2022. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk Share price has been highly volatile over the past 3 months (42% average weekly change). Minor Risks Latest financial reports are more than 6 months old (reported December 2022 fiscal period end). Shareholders have been diluted in the past year (6.7% increase in shares outstanding). Significant insider selling over the past 3 months (AU$304k sold). Recent Insider Transactions • Jul 07
CEO & MD recently sold AU$304k worth of stock On the 28th of June, Kurt Hansen sold around 3m shares on-market at roughly AU$0.12 per share. This transaction amounted to 19% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. This was Kurt's only on-market trade for the last 12 months. Recent Insider Transactions • Jul 07
CEO & MD recently sold AU$304k worth of stock On the 28th of June, Kurt Hansen sold around 3m shares on-market at roughly AU$0.12 per share. This transaction amounted to 19% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. This was Kurt's only on-market trade for the last 12 months. Annuncio • Jun 15
Thales Australia Holdings Pty Ltd entered into a binding Scheme Implementation Deed (SID) to acquire Tesserent Limited (ASX:TNT) for approximately AUD 180 million. Thales Australia Holdings Pty Ltd entered into a binding Scheme Implementation Deed (SID) to acquire Tesserent Limited (ASX:TNT) for approximately AUD 180 million on June 11, 2023. Under the SID, it is proposed Thales Australia will acquire 100% of the share capital in Tesserent by way of a court approved scheme of arrangement for AUD 0.13 per share in cash. The cash consideration of AUD 0.13 per share values Tesserent’s equity at AUD 176 million. The transaction is fully funded by Thales’ own internal resources and cash reserves. The SID also provides for a separate and concurrent scheme of arrangement between Tesserent and its option and warrant holders under which each holder will receive cash for each instrument held in accordance with an agreed valuation methodology. A break fee and a reverse break fee of AUD 1.8 million will be payable to either Thales or Tesserent in certain circumstances. Post-acquisition, the Tesserent business will continue to be known as Tesserent, and its visual identity will incorporate the “Cyber Solutions by Thales” tagline. It will become the lead Cybersecurity offering of Thales Australia and New Zealand.
The Share Scheme is subject to regulatory approvals including Australian Foreign Investment Review Board and New Zealand OIO approval, ASIC and ASX approval, court approval, No “Target Material Adverse Change”, "Target Regulated Event" or “Target Prescribed Occurrences, Tesserent retaining at least 85% of its key management during the period leading up to Court approval of the Scheme, approval by the shareholders of Tesserent and other customary conditions. The Share Scheme is not subject to financing or due diligence. Tesserent shareholders will have the opportunity to vote on the Share Scheme at a meeting of Tesserent shareholders expected to be held in September 2023. Tesserent’s Board unanimously recommends that Tesserent shareholders vote in favour of the Share Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Share Scheme is in the best interests of Tesserent shareholders. Each Tesserent Director intends to vote the Tesserent shares held or controlled by them in favour of the proposed Share Scheme (representing collectively 8.98% of the total Tesserent shares on issue). The Scheme is expected to be implemented in October 2023. Deloitte is acting as financial advisor and MinterEllison is acting as legal advisor to Tesserent. Azure Capital is acting as financial advisor and Herbert Smith Freehills is acting as legal advisor to Thales. New Risk • Jun 14
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Australian stocks, typically moving 45% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risk Share price has been highly volatile over the past 3 months (45% average weekly change). Minor Risk Shareholders have been diluted in the past year (7.6% increase in shares outstanding). Reported Earnings • Feb 27
First half 2023 earnings released: AU$0.001 loss per share (vs AU$0.003 loss in 1H 2022) First half 2023 results: AU$0.001 loss per share (improved from AU$0.003 loss in 1H 2022). Revenue: AU$62.1m (up 42% from 1H 2022). Net loss: AU$1.08m (loss narrowed 67% from 1H 2022). Revenue is forecast to grow 9.9% p.a. on average during the next 3 years, compared to a 17% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 68% per year but the company’s share price has only increased by 9% per year, which means it is significantly lagging earnings growth. Annuncio • Jan 27
Tesserent Limited Appoints Tony Sheehan as Independent, Non-Executive Director of the Company Effective 27 January 2023 Tesserent Limited announce the following change to its Board of Directors. Mr. Tony Sheehan has been appointed as an Independent, Non-Executive Director of the Company effective 27 January 2023. Mr. Sheehan is an independent consultant who previously worked for over three decades ingovernment service, including most recently as Deputy Secretary in Department of Foreign Affairs & Trade responsible for International Security, Humanitarian, Consular, Middle East and Africa and Legal Divisions. Prior to this he was Commonwealth Counter-TerrorismCoordinator and Chair of the Australia New Zealand Counter Terrorism Committee. Mr. Sheehan has also held the positions of Deputy Director-General ASIO, Deputy Secretary and COO of the Attorney-General's Department and head of Homeland and Border Security Division at the Department of the Prime Minister and Cabinet. Reported Earnings • Aug 31
Full year 2022 earnings released: AU$0.007 loss per share (vs AU$0.005 loss in FY 2021) Full year 2022 results: AU$0.007 loss per share (down from AU$0.005 loss in FY 2021). Revenue: AU$114.1m (up 69% from FY 2021). Net loss: AU$8.78m (loss widened 94% from FY 2021). Over the next year, revenue is forecast to grow 37%, compared to a 50% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 67% per year but the company’s share price has only increased by 40% per year, which means it is significantly lagging earnings growth. Recent Insider Transactions • Jun 30
CEO & Executive Director recently bought AU$55k worth of stock On the 23rd of June, Kurt Hansen bought around 458k shares on-market at roughly AU$0.12 per share. This was the largest purchase by an insider in the last 3 months. This was Kurt's only on-market trade for the last 12 months. Reported Earnings • Mar 02
First half 2022 earnings: Revenues and EPS in line with analyst expectations First half 2022 results: AU$0.003 loss per share (up from AU$0.008 loss in 1H 2021). Revenue: AU$43.9m (up 52% from 1H 2021). Net loss: AU$3.27m (loss narrowed 45% from 1H 2021). Revenue was in line with analyst estimates. Over the next year, revenue is forecast to grow 67%, compared to a 65% growth forecast for the industry in Australia. Over the last 3 years on average, earnings per share has increased by 57% per year but the company’s share price has only increased by 45% per year, which means it is significantly lagging earnings growth. Reported Earnings • Oct 04
Full year 2021 earnings released: AU$0.005 loss per share (vs AU$0.02 loss in FY 2020) The company reported a solid full year result with reduced losses, improved revenues and improved control over expenses. Full year 2021 results: Revenue: AU$67.4m (up 233% from FY 2020). Net loss: AU$4.53m (loss narrowed 38% from FY 2020). Over the last 3 years on average, earnings per share has increased by 32% per year but the company’s share price has increased by 47% per year, which means it is tracking significantly ahead of earnings growth. Reported Earnings • Sep 01
Full year 2021 earnings released: AU$0.005 loss per share (vs AU$0.02 loss in FY 2020) The company reported a solid full year result with reduced losses, improved revenues and improved control over expenses. Full year 2021 results: Revenue: AU$68.4m (up 238% from FY 2020). Net loss: AU$4.53m (loss narrowed 38% from FY 2020). Over the last 3 years on average, earnings per share has increased by 32% per year whereas the company’s share price has increased by 36% per year. Reported Earnings • Mar 02
First half 2021 earnings released: AU$0.008 loss per share (vs AU$0.015 loss in 1H 2020) The company reported a solid first half result with improved revenues and control over costs, although losses increased. First half 2021 results: Revenue: AU$28.9m (up 444% from 1H 2020). Net loss: AU$5.97m (loss widened 59% from 1H 2020). Over the last 3 years on average, earnings per share has increased by 13% per year but the company’s share price has increased by 46% per year, which means it is tracking significantly ahead of earnings growth. Is New 90 Day High Low • Feb 27
New 90-day low: AU$0.31 The company is down 16% from its price of AU$0.37 on 27 November 2020. The Australian market is up 3.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Software industry, which is down 9.0% over the same period. Is New 90 Day High Low • Jan 07
New 90-day high: AU$0.41 The company is up 63% from its price of AU$0.25 on 09 October 2020. The Australian market is up 9.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Software industry, which is up 10.0% over the same period. Is New 90 Day High Low • Nov 23
New 90-day high: AU$0.41 The company is up 78% from its price of AU$0.23 on 25 August 2020. The Australian market is up 7.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Software industry, which is up 10.0% over the same period. Recent Insider Transactions • Nov 18
Co-CEO, Co-MD & Executive Director recently sold AU$607k worth of stock On the 17th of November, Kurt Hansen sold around 2m shares on-market at roughly AU$0.38 per share. This was the largest sale by an insider in the last 3 months. This was Kurt's only on-market trade for the last 12 months. Reported Earnings • Oct 23
Full year earnings released - AU$0.02 loss per share Over the last 12 months the company has reported total losses of AU$7.31m, with losses widening by 67% from the prior year. Total revenue was AU$20.2m over the last 12 months, up 284% from the prior year. Is New 90 Day High Low • Oct 17
New 90-day high: AU$0.32 The company is up 290% from its price of AU$0.082 on 17 July 2020. The Australian market is up 5.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Software industry, which is up 24% over the same period. Reported Earnings • Oct 02
Full year earnings released - AU$0.02 loss per share Over the last 12 months the company has reported total losses of AU$7.31m, with losses widening by 67% from the prior year. Total revenue was AU$20.2m over the last 12 months, up 284% from the prior year.