Announcement • Apr 27
Ideagen Limited completed the acquisition of Damstra Holdings Limited (ASX:DTC) in a scheme of arrangement. Ideagen Limited agreed to acquire Damstra Holdings Limited (ASX:DTC) for AUD 69.6 million on November 23, 2023. As of January 22, 2024 Ideagen has revised its offer price to AUD 0.24 per share. Transaction has a termination fee of AUD 0.69 million and reverse break free for the same amount.As of April 16, 2024 Supreme Court of New South Wales approved the scheme of arrangement. Transaction has received approval from Damstra Holdings Limited's board, regulatory approval,Damstra Holdings Limited's shareholder's approval.
Jefferies Australia acted as financial adviser and Gilbert + Tobin as legal adviser to Damstra Holdings Limited. Morgan Stanley Australia Securities Limited acted as Financial advisor to Ideagen Limited and MinterEllison acted as legal advisor to Ideagen Limited.
Ideagen Limited completed the acquisition of Damstra Holdings Limited (ASX:DTC) in a scheme of arrangement on April 26, 2024. It is expected that Damstra will be delisted from ASX with effect from close of trading on Monday, April 29, 2024. Recent Insider Transactions • Mar 02
Executive Chairman recently sold AU$104k worth of stock On the 26th of February, Johannes Risseeuw sold around 450k shares on-market at roughly AU$0.23 per share. This transaction amounted to 2.3% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Johannes has been a net seller over the last 12 months, reducing personal holdings by AU$83k. Board Change • Feb 10
Less than half of directors are independent No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 4 experienced directors. 2 highly experienced directors. 1 independent director (5 non-independent directors). Independent Non-Executive Director Axelrod La Mela was the last independent director to join the board, commencing their role in 2020. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Announcement • Dec 21
Damstra Holdings Limited Announces Company Secretary Changes Damstra Holdings Limited announced that Victoria Nadalin has been appointed as Company Secretary effective December 19, 2023. Carlie Hodges has also resigned as Company Secretary effective today. Victoria is a practising corporate and commercial lawyer and is completing a Graduate Diploma in Applied Corporate Governance and Risk Management with the Governance Institute of Australia. Ms. Nadalin was previously assistant company secretary to Ms. Hodges for the Company since January 2021 and will be stepping in to replace Ms. Hodges as she goes on maternity leave. Ms. Nadalin will be responsible for communications with the ASX pursuant to Listing Rule 12.6 in relationto listing rule matters. Announcement • Nov 24
Ideagen Limited agreed to acquire Damstra Holdings Limited (ASX:DTC) for AUD70 million. Ideagen Limited agreed to acquire Damstra Holdings Limited (ASX:DTC) for AUD70 million on November 23, 2023. The Company has appointed Jefferies Australia as financial adviser and Gilbert + Tobin as legal adviser. Announcement • Oct 28
Private Reportedly Eye on Techno Company It appears Damstra Holdings Limited (ASX:DTC) is not the only company in the technology space receiving inbound interest from suitors. Webcentral Limited (ASX:WCG) is being labelled as a potential takeover target, and the small technology group is understood to have attracted private equity interest. Britain-based Oakley Capital Limited is believed to be circling the $40 million Australian-listed company, and the suggestion is that it may be looking to pay for one of its divisions - potentially as much as $100 million. Meanwhile, Damstra told the market on 25 October 2023 that it had received inbound interest from multiple partners and that the company had granted four weeks of exclusivity for a potential takeover bid for the group valuing shares at about 30c each or $77 million. Announcement • Oct 26
Mitratech Holdings, Inc. agreed to acquire Damstra Holdings Limited (ASX:DTC) for AUD0.3 per share. Mitratech Holdings, Inc. agreed to acquire Damstra Holdings Limited (ASX:DTC) for AUD0.3 per share on October 25, 2023. The transaction is conditional on due diligence. The Company has appointed Jefferies Australia as financial adviser and Gilbert + Tobin as legal adviser. New Risk • Sep 25
New major risk - Revenue and earnings growth Earnings have declined by 53% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (16% average weekly change). Earnings have declined by 53% per year over the past 5 years. Minor Risk Market cap is less than US$100m (AU$27.1m market cap, or US$17.4m). Announcement • Aug 31
Damstra Holdings Limited, Annual General Meeting, Oct 25, 2023 Damstra Holdings Limited, Annual General Meeting, Oct 25, 2023. Reported Earnings • Aug 25
Full year 2023 earnings: EPS exceeds analyst expectations while revenues lag behind Full year 2023 results: AU$0.22 loss per share (improved from AU$0.29 loss in FY 2022). Revenue: AU$30.3m (up 4.3% from FY 2022). Net loss: AU$55.8m (loss narrowed 17% from FY 2022). Revenue missed analyst estimates by 7.8%. Earnings per share (EPS) exceeded analyst estimates by 31%. Revenue is forecast to grow 15% p.a. on average during the next 3 years, compared to a 16% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has fallen by 43% per year but the company’s share price has fallen by 58% per year, which means it is performing significantly worse than earnings. Announcement • Jul 23
Damstra Holdings Limited to Report Q4, 2023 Results on Jul 24, 2023 Damstra Holdings Limited announced that they will report Q4, 2023 results on Jul 24, 2023 Price Target Changed • Jul 19
Price target increased by 7.7% to AU$0.28 Up from AU$0.26, the current price target is an average from 2 analysts. New target price is 133% above last closing price of AU$0.12. Stock is down 41% over the past year. The company is forecast to post a net loss per share of AU$0.32 next year compared to a net loss per share of AU$0.29 last year. New Risk • Jul 12
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Australian stocks, typically moving 13% a week. This is considered a minor risk. Share price volatility indicates 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. It also 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. Currently, the following risks have been identified for the company: Major Risk Less than 1 year of cash runway based on free cash flow trend (-AU$8.0m free cash flow). Minor Risks Share price has been volatile over the past 3 months (13% average weekly change). Market cap is less than US$100m (AU$25.7m market cap, or US$17.2m). Recent Insider Transactions • Jul 07
Non-Executive Director recently bought AU$147k worth of stock On the 30th of June, Drew Fairchild bought around 2m shares on-market at roughly AU$0.077 per share. This transaction amounted to 60% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought AU$145k more in shares than they have sold in the last 12 months. Major Estimate Revision • May 02
Consensus EPS estimates fall by 41% The consensus outlook for earnings per share (EPS) in fiscal year 2023 has deteriorated. 2023 revenue forecast decreased from AU$33.1m to AU$32.4m. Losses expected to increase from AU$0.22 per share to AU$0.32. Software industry in Australia expected to see average net income growth of 22% next year. Consensus price target up from AU$0.23 to AU$0.28. Share price rose 7.5% to AU$0.072 over the past week. Price Target Changed • May 01
Price target increased by 14% to AU$0.28 Up from AU$0.24, the current price target is an average from 3 analysts. New target price is 293% above last closing price of AU$0.07. Stock is down 56% over the past year. The company is forecast to post a net loss per share of AU$0.22 next year compared to a net loss per share of AU$0.29 last year. Reported Earnings • Feb 26
First half 2023 earnings released: AU$0.032 loss per share (vs AU$0.28 loss in 1H 2022) First half 2023 results: AU$0.032 loss per share (improved from AU$0.28 loss in 1H 2022). Revenue: AU$15.1m (up 15% from 1H 2022). Net loss: AU$8.28m (loss narrowed 85% from 1H 2022). Revenue is forecast to grow 12% 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 fallen by 57% per year but the company’s share price has only fallen by 51% per year, which means it has not declined as severely as earnings. Announcement • Feb 17
Damstra Holdings Limited to Report First Half, 2023 Results on Feb 24, 2023 Damstra Holdings Limited announced that they will report first half, 2023 results on Feb 24, 2023 Price Target Changed • Feb 07
Price target increased by 11% to AU$0.32 Up from AU$0.28, the current price target is an average from 2 analysts. New target price is 153% above last closing price of AU$0.13. Stock is down 61% over the past year. The company is forecast to post a net loss per share of AU$0.21 next year compared to a net loss per share of AU$0.29 last year. Major Estimate Revision • Jan 30
Consensus EPS estimates upgraded to AU$0.036 loss The consensus outlook for fiscal year 2023 has been updated. 2023 losses forecast to reduce from -AU$0.214 per share to -AU$0.036 per share. Revenue forecast reaffirmed at AU$33.1m. Software industry in Australia expected to see average net income growth of 20% next year. Consensus price target broadly unchanged at AU$0.28. Share price fell 10% to AU$0.11 over the past week. Announcement • Dec 01
Damstra Holdings Limited Provides Revenue Guidance for the Fiscal Year 2023 Damstra Holdings Limited provided revenue guidance for the fiscal year 2023. for the year, the company expects revenue in the range of $32 million to $34 million. Price Target Changed • Nov 16
Price target decreased to AU$0.28 Down from AU$0.33, the current price target is an average from 3 analysts. New target price is 83% above last closing price of AU$0.15. Stock is down 73% over the past year. The company is forecast to post a net loss per share of AU$0.30 next year compared to a net loss per share of AU$0.29 last year. Board Change • Nov 16
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 5 non-independent directors. Independent Non-Executive Director Axelrod La Mela was the last independent director to join the board, commencing their role in 2020. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Oct 06
Damstra Holdings Limited Appoints Paul Burrows as Chief Financial Officer Damstra Holdings Limited announced the appointment of Paul Burrows as Chief Financial Officer (CFO) commencing the 28th November 2022 based in Melbourne. Paul Burrows is a highly experienced CFO having worked in a number of ASX listed entities and global businesses. Most recently Paul has been the CFO and Company Secretary of the ASX listed company Eugenco Limited (2018-2022) a global engineering services company. Before this, he has held senior finance roles in a number of technology companies such as Hansen Technologies, REA Group and Telstra. Previous to that Paul worked at Ernst & Young focussing on information technology processes. Paul has significant experience in corporate governance, mergers and acquisitions and financial reporting in high growth environments together with hands-on experience in the implementation of system and process improvements. Paul holds a Bachelor of Commerce degree, is a Chartered Accountant and is a Graduate of the Australian Institute of Company Directors. Announcement • Oct 05
Damstra Holdings Limited, Annual General Meeting, Nov 30, 2022 Damstra Holdings Limited, Annual General Meeting, Nov 30, 2022. Agenda: To consider re-election of Directors. Recent Insider Transactions • Sep 10
Executive Chairman recently sold AU$80k worth of stock On the 2nd of September, Johannes Risseeuw sold around 500k shares on-market at roughly AU$0.16 per share. This transaction amounted to 2.5% 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 Johannes' only on-market trade for the last 12 months. Major Estimate Revision • Aug 31
Consensus revenue estimates fall by 11% The consensus outlook for revenues in 2023 has deteriorated. 2023 revenue forecast decreased from AU$37.4m to AU$33.1m. Forecast losses increased from -AU$0.03 to -AU$0.21 per share. Software industry in Australia expected to see average net income growth of 18% next year. Consensus price target down from AU$0.33 to AU$0.30. Share price fell 13% to AU$0.17 over the past week. Announcement • Aug 26
Damstra Holdings Limited Provides Earnings Guidance for the Fiscal Year 2023 Damstra Holdings Limited provided earnings guidance for the fiscal year 2023. For the year, the company expects revenue of $32 million to $34 million. Price Target Changed • Aug 26
Price target decreased to AU$0.31 Down from AU$0.33, the current price target is an average from 4 analysts. New target price is 87% above last closing price of AU$0.17. Stock is down 84% over the past year. The company is forecast to post a net loss per share of AU$0.036 next year compared to a net loss per share of AU$0.29 last year. Price Target Changed • Apr 27
Price target decreased to AU$0.34 Down from AU$0.47, the current price target is an average from 4 analysts. New target price is 127% above last closing price of AU$0.15. Stock is down 87% over the past year. The company is forecast to post a net loss per share of AU$0.10 next year compared to a net loss per share of AU$0.05 last year. Board Change • Apr 27
Less than half of directors are independent There are 6 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 6 new directors. 4 experienced directors. No highly experienced directors. 1 independent director (5 non-independent directors). Non-Executive Director Morgan Hurwitz is the most experienced director on the board, commencing their role in 2016. Independent Non-Executive Director Axelrod La Mela was the last independent director to join the board, commencing their role in 2020. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Major Estimate Revision • Mar 06
Consensus forecasts updated The consensus outlook for 2022 has been updated. 2022 expected loss increased from -AU$0.03 to -AU$0.10 per share. Revenue forecast unchanged at AU$31.4m. Software industry in Australia expected to see average net income growth of 38% next year. Consensus price target down from AU$0.47 to AU$0.34. Share price fell 22% to AU$0.21 over the past week. Reported Earnings • Mar 03
First half 2022 earnings: EPS exceeds analyst expectations while revenues lag behind First half 2022 results: AU$0.28 loss per share (down from AU$0.035 loss in 1H 2021). Revenue: AU$13.2m (up 9.1% from 1H 2021). Net loss: AU$56.0m (loss widened AU$50.5m from 1H 2021). Revenue missed analyst estimates by 6.1%. Earnings per share (EPS) exceeded analyst estimates by 118%. Over the next year, revenue is forecast to grow 21%, compared to a 59% growth forecast for the industry in Australia. Announcement • Feb 18
Damstra Holdings Limited to Report First Half, 2022 Results on Feb 28, 2022 Damstra Holdings Limited announced that they will report first half, 2022 results on Feb 28, 2022 Breakeven Date Change • Feb 03
Forecast to breakeven in 2024 The 4 analysts covering Damstra Holdings expect the company to break even for the first time. New consensus forecast suggests losses will reduce by 56% per year to 2023. The company is expected to make a profit of AU$921.3k in 2024. Average annual earnings growth of 80% is required to achieve expected profit on schedule. Major Estimate Revision • Jan 18
Consensus EPS estimates fall by 53% The consensus outlook for earnings per share (EPS) in 2022 has deteriorated. 2022 revenue forecast decreased from AU$33.0m to AU$32.2m. Losses expected to increase from AU$0.02 per share to AU$0.03. Software industry in Australia expected to see average net income growth of 21% next year. Consensus price target down from AU$0.73 to AU$0.59. Share price was steady at AU$0.33 over the past week. Price Target Changed • Jan 18
Price target decreased to AU$0.59 Down from AU$0.73, the current price target is an average from 4 analysts. New target price is 79% above last closing price of AU$0.33. Stock is down 77% over the past year. The company is forecast to post a net loss per share of AU$0.035 next year compared to a net loss per share of AU$0.05 last year. Breakeven Date Change • Jan 18
No longer forecast to breakeven The 4 analysts covering Damstra Holdings no longer expect the company to break even during the foreseeable future. The company was expected to make a profit of AU$1.58m in 2024. New consensus forecast suggests the company will make a loss of AU$3.61m in 2024. Major Estimate Revision • Nov 30
Consensus EPS estimates fall to -AU$0.02 The consensus outlook for earnings per share (EPS) in 2022 has deteriorated. 2022 revenue forecast decreased from AU$35.6m to AU$32.7m. Losses expected to increase from -AU$0.016 to -AU$0.02. Software industry in Australia expected to see average net income growth of 17% next year. Consensus price target down from AU$0.91 to AU$0.76. Share price fell 24% to AU$0.42 over the past week. Price Target Changed • Oct 29
Price target decreased to AU$1.27 Down from AU$1.37, the current price target is an average from 4 analysts. New target price is 81% above last closing price of AU$0.70. Stock is down 64% over the past year. The company is forecast to post a net loss per share of AU$0.031 next year compared to a net loss per share of AU$0.05 last year. Reported Earnings • Aug 26
Full year 2021 earnings released: AU$0.05 loss per share (vs AU$0.03 loss in FY 2020) The company reported a mediocre full year result with increased losses and weaker control over costs, although revenues improved. Full year 2021 results: Revenue: AU$28.7m (up 47% from FY 2020). Net loss: AU$8.63m (loss widened 128% from FY 2020). Announcement • Jul 02
Damstra Holdings Limited announced that it has received AUD 20 million in funding from Partners for Growth Managers, LLC Damstra Holdings Limited announced that it has received AUD 20 million in a round of funding on July 1, 2021. The transaction included participation from Partners For Growth Vi, L.P., a fund managed by Partners for Growth Managers, LLC. The facility will bear a fixed interest rate and will mature after 36 months from the date of issuance. An initial drawn down tranche fixed at 7.85% will be used to repay the existing debt. The company will issue warrants to the investor. The warrants will be exercisable into 1,603,884 ordinary shares at a varying exercise price between 20-50% premium to the five-day volume weighted average price of the company's shares up to and including the last trading day before this announcement. Major Estimate Revision • Apr 28
Consensus forecasts updated The consensus outlook for 2021 has been updated. 2021 expected loss increased from -AU$0.02 to -AU$0.023 per share. Revenue forecast unchanged at AU$29.8m. Software industry in Australia expected to see average net income growth of 17% next year. Consensus price target down from AU$1.71 to AU$1.62. Share price rose 3.6% to AU$1.16 over the past week. Reported Earnings • Mar 02
First half 2021 earnings released: AU$0.035 loss per share (vs AU$0.039 loss in 1H 2020) The company reported a soft first half result with increased losses and weaker control over costs, although revenues improved. First half 2021 results: Revenue: AU$12.1m (up 19% from 1H 2020). Net loss: AU$5.49m (loss widened 29% from 1H 2020). Is New 90 Day High Low • Feb 26
New 90-day low: AU$1.19 The company is down 28% from its price of AU$1.65 on 27 November 2020. The Australian market is up 5.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Software industry, which is down 7.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is AU$0.69 per share. Announcement • Feb 19
Damstra Holdings Limited to Report First Half, 2021 Results on Feb 26, 2021 Damstra Holdings Limited announced that they will report first half, 2021 results on Feb 26, 2021 Announcement • Feb 04
Damstra Holdings Limited Establishes US Advisory Board Damstra Holdings Limited announces the establishment of a North American Advisory Board to include senior executives from the technology, mining, and energy industries. The Advisory Board has been established to help Damstra management identify business development opportunities and accelerate the Company's organic growth in North America. Foundational Advisory Board members Tim Davis, Ray Gogel, Pam Saxton, and Ray Schiavone bring more than 120 years of experience and extensive industry connections in Damstra's most significant growth market. The Advisory Board members will be appointed for an initial two-year term from 1 March 2021. Damstra North American Advisory Board members: Tim Davis is a senior technology executive with more than 30 years' experience in developing business transformation and growth strategies for global technology companies including Workday, Adobe, and PeopleSoft. He was employed by the co-founders of Workday, the $60 billion market capitalisation NASDAQ-listed software company, as the Company's first Account Executive. Ray Gogel is a recognised leader in the utility and energy markets for the application of disruptive technologies to drive transformation and growth programs. He has received many awards in the US for innovation, transformation, and leadership, and currently leads Avanti Enterprises, a utility and energy consultancy. Previously he co-founded US Grid Company LLC, a New York-headquartered firm focused on transforming the United States' power grid, was a Board member of Bridge Energy Group, and worked for leading global players in the utility and energy sectors such as Accenture, Nokia Siemens, and IBM. Pam Saxton has more than 35 years' experience within public and private mining, technology, and money transfer organisations, including publicly listed companies in the US and Canada. She is currently a Board Member of Canadian listed resource companies Aquila Resources Inc. and Bunker Hill Mining Corporation, the latter where she is Chair of the Audit Committee. She was previously on the Board of NASDAQ, Toronto Stock Exchange and Frankfurt Stock Exchange listed Pershing Gold Corporation and brings deep experience in corporate governance, compliance, and corporate finance. Ray Schiavone is an experienced business leader and successful entrepreneur including more than 20 years as President & CEO of several successful technology companies. He is currently Managing Director of Ranch View Technologies LLC, a technology-focused advisory firm based in Denver, Colorado, and serves on the Boards of a number of technology-focussed companies. He was previously CEO of Quark Software, President and CEO of Arbortext Inc. and spent 14 years at General Electric where he held leadership positions throughout the United States and Europe. Is New 90 Day High Low • Feb 01
New 90-day low: AU$1.32 The company is down 27% from its price of AU$1.81 on 03 November 2020. The Australian market is up 13% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Software industry, which is up 8.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is AU$0.68 per share. Price Target Changed • Jan 28
Price target lowered to AU$2.10 Down from AU$2.27, the current price target is an average from 3 analysts. The new target price is 55% above the current share price of AU$1.36. As of last close, the stock is up 27% over the past year. Is New 90 Day High Low • Nov 24
New 90-day low: AU$1.66 The company is down 15% from its price of AU$1.95 on 26 August 2020. The Australian market is up 7.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Software industry, which is up 11% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is AU$0.42 per share. Major Estimate Revision • Nov 18
Analysts update estimates The company's losses in 2021 are expected to worsen with analysts lowering their consensus EPS forecasts from -AU$0.00091 to -AU$0.012. Revenue estimate was reaffirmed at AU$34.3m. The Software industry in Australia is expected to see an average net income growth of 11% next year. The consensus price target increased from AU$2.25 to AU$2.27. Share price is down by 8.0% to AU$1.67 over the past week. Major Estimate Revision • Oct 28
Analysts update estimates The 2021 consensus revenue estimate increased from AU$32.2m to AU$34.3m. The company is forecast to report a loss instead of a profit with analysts lowering their EPS forecasts from AU$0.015 to -AU$0.00096 for the same period. The Software industry in Australia is expected to see an average net income growth of 9.8% next year. The consensus price target increased from AU$2.05 to AU$2.25. Share price is down by 7.3% to AU$2.04 over the past week. Price Target Changed • Oct 27
Price target raised to AU$2.15 Up from AU$1.95, the current price target is an average from 3 analysts. The new target price is 7.5% above the current share price of AU$2.00. As of last close, the stock is up 80% over the past year. Announcement • Oct 19
Damstra Holdings Limited (ASX:DTC) completed the acquisition of Vault Intelligence Limited (ASX:VLT). Damstra Holdings Limited (ASX:DTC) entered into scheme of arrangement to acquire Vault Intelligence Limited (ASX:VLT) for AUD 59.4 million on July 8, 2020. Vault shareholders will receive 1 Damstra ordinary share per 2.9 Vault ordinary shares. Following the transaction, Vault will become a wholly-owned subsidiary of Damstra. Vault must pay a break-fee of AUD 0.5 million to Damstra if a Vault Director changes their recommendation or Voting Intention, a competing proposal completes, or an agreement to implement a competing proposal is entered into, within 12 months of that competing proposal being made or Damstra terminates the agreement as a result of an unremedied material breach by Vault. Damstra must pay a break-fee of AUD 0.5 million to Vault if Vault terminates the agreement due to an unremedied material breach by Damstra. David Moylan, Chief Executive officer and Founder of Vault, will remain with Damstra. No amount is payable by Vault or Damstra, if the Scheme becomes Effective. All Director & executive options would roll into Damstra Holdings with the same vesting conditions, the price and number of options would convert, if proposed acquisition become successful.
The transaction is subject to court approval, shareholder approval of Vault, subject to ASX approval on the official quotation of the New Damstra Shares, independent expert concludes that the Scheme is in the best interests of Vault Shareholders and not changing that conclusion. The Board of Directors of Vault unanimously recommend the transaction to be in the best interests of Vault’s shareholders. As of October 2, 2020 the transaction was approved by shareholders of Vault. As per announcement of August 28, 2020, The Federal Court has approved dispatch of Vault scheme booklet to the holders of Vault. At the second Court hearing to be held on October 7, 2020, the Court will consider whether to approve the scheme following the vote at the scheme meeting. It should also be noted that Damstra and Vault will continue to operate on a separate and independent basis until the transaction is completed. On October 7, 2020, Federal Court of Australia (Court) has made orders approving the scheme of arrangement and the Court orders are expected to be lodged with the Australian Securities and Investments Commission (ASIC) by October 8, 2020, at which time the Scheme will become legally effective. As on October 8, 2020, the Federal Court of Australia orders have been logged with the Australian Securities and Investments Commission and scheme became effective. The scheme will be implemented on October 19, 2020 .Damstra’s financial results for FY21 will only include for the part of FY21 following completion of the Acquisition where Vault is under Damstra’s ownership.
James Lonie of HWL Ebsworth acted as legal advisor and Link Market Services Limited acted as registrar to Vault Intelligence. Alex Kauye, Wes Bainbridge, Alon Takac and Rose Burnfield of Gilbert & Tobin acted as legal advisor and Computershare Investor Services Pty Limited acted as registrar to Damstra.
Damstra Holdings Limited (ASX:DTC) completed the acquisition of Vault Intelligence Limited (ASX:VLT) on October 19, 2020. All Vault shares have now been transferred to Damstra. An application has been made to terminate Vault’s official quotation on the Australian Securities Exchange and removal from the official list of the ASX, effective from October 19, 2020. Recent Insider Transactions • Oct 15
Non-Executive Director recently sold AU$1.1m worth of stock On the 9th of October, Drew Fairchild sold around 500k shares on-market at roughly AU$2.24 per share. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of AU$819k more than they bought in the last 12 months. Is New 90 Day High Low • Oct 07
New 90-day high: AU$2.11 The company is up 51% from its price of AU$1.40 on 09 July 2020. The Australian market is up 3.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Software industry, which is up 15% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is AU$0.55 per share. Announcement • Oct 03
Damstra Holdings Limited (ASX:DTC) entered into scheme of arrangement to acquire Vault Intelligence Limited (ASX:VLT) for AUD 59.4 million. Damstra Holdings Limited (ASX:DTC) entered into scheme of arrangement to acquire Vault Intelligence Limited (ASX:VLT) for AUD 59.4 million on July 8, 2020. Vault shareholders will receive 1 Damstra ordinary share per 2.9 Vault ordinary shares. Following the transaction, Vault will become a wholly-owned subsidiary of Damstra. Vault must pay a break-fee of AUD 0.5 million to Damstra if a Vault Director changes their recommendation or Voting Intention, a competing proposal completes, or an agreement to implement a competing proposal is entered into, within 12 months of that competing proposal being made or Damstra terminates the agreement as a result of an unremedied material breach by Vault. Damstra must pay a break-fee of AUD 0.5 million to Vault if Vault terminates the agreement due to an unremedied material breach by Damstra. David Moylan, Chief Executive officer and Founder of Vault, will remain with Damstra. No amount is payable by Vault or Damstra, if the Scheme becomes Effective. All Director & executive options would roll into Damstra Holdings with the same vesting conditions, the price and number of options would convert, if proposed acquisition become successful.
The transaction is subject to court approval, shareholder approval of Vault, subject to ASX approval on the official quotation of the New Damstra Shares, independent expert concludes that the Scheme is in the best interests of Vault Shareholders and not changing that conclusion. The Board of Directors of Vault unanimously recommend the transaction to be in the best interests of Vault’s shareholders. As of October 2, 2020 the transaction was approved by shareholders of Vault. As per announcement of August 28, 2020, The Federal Court has approved dispatch of Vault scheme booklet to the holders of Vault. At the second Court hearing to be held on October 7, 2020, the Court will consider whether to approve the scheme following the vote at the scheme meeting. The scheme will be implemented on October 19, 2020. It should also be noted that Damstra and Vault will continue to operate on a separate and independent basis until the transaction is completed, which is scheduled for October 2020. Damstra’s financial results for FY21 will only include for the part of FY21 following completion of the Acquisition where Vault is under Damstra’s ownership.
James Lonie of HWL Ebsworth acted as legal advisor and Link Market Services Limited acted as registrar to Vault Intelligence. Alex Kauye, Wes Bainbridge, Alon Takac and Rose Burnfield of Gilbert & Tobin acted as legal advisor and Computershare Investor Services Pty Limited acted as registrar to Damstra. Announcement • Aug 16
Damstra Holdings Limited to Report Fiscal Year 2020 Results on Aug 27, 2020 Damstra Holdings Limited announced that they will report fiscal year 2020 results on Aug 27, 2020