New Risk • May 29
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: €8.54m (US$9.97m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Shares are highly illiquid. Negative equity (-AU$5.1m). Earnings have declined by 22% per year over the past 5 years. Market cap is less than US$10m (€8.54m market cap, or US$9.97m). Announcement • Feb 05
SEEK International Investments Pty Ltd cancelled the acquisition of Xref Limited (ASX:XF1) for AUD 40 million. SEEK Limited (ASX:SEK) entered into Exclusivity Deed to acquire Xref Limited (ASX:XF1) for AUD 40 million on October 14, 2024. A cash consideration valued at AUD 0.218 per share will be paid by SEEK Limited.
The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and consummation of due diligence investigation. The deal has been unanimously approved by the board. The Supreme Court of New South Wales has approved the transaction. As of February 3, 2025, the Scheme was approved by the requisite number of Xref Shareholders but was not approved by at least 75% of the votes cast by Xref Shareholders present and voting at the meeting. As a result, the Scheme was not approved by the requisite majorities.
SEEK International Investments Pty Ltd cancelled the acquisition of Xref Limited (ASX:XF1) for AUD 40 million on February 3, 2025. Despite a unanimous recommendation from Xref’s Board of Directors and the Independent Expert concluding that the Scheme is fair and reasonable, and in the best interests of Xref shareholders in the absence of a superior proposal, 67.60% of votes cast were cast in favour of the Scheme, falling short of the required threshold of 75%. After detailed consideration, and having regard to the declaration of SEEK’s offer as being best and final in the absence of a competing proposal, SEEK and Xref have agreed to terminate the scheme implementation deed with immediate effect.
BDO Corporate Finance Australia Pty Ltd as the Independent Expert for Xref Limited and Automic Share Registry acted as registrar for SEEK International Investments Pty Ltd. Announcement • Oct 22
Xref Limited, Annual General Meeting, Nov 22, 2024 Xref Limited, Annual General Meeting, Nov 22, 2024. Announcement • Oct 15
SEEK Limited (ASX:SEK) entered into Exclusivity Deed to acquire Xref Limited (ASX:XF1) for AUD 40 million. SEEK Limited (ASX:SEK) entered into Exclusivity Deed to acquire Xref Limited (ASX:XF1) for AUD 40 million on October 14, 2024. A cash consideration valued at AUD 0.218 per share will be paid by SEEK Limited.
The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and consummation of due diligence investigation. The deal has been unanimously approved by the board. Reported Earnings • Aug 28
Full year 2024 earnings released: AU$0.03 loss per share (vs AU$0.018 loss in FY 2023) Full year 2024 results: AU$0.03 loss per share (further deteriorated from AU$0.018 loss in FY 2023). Revenue: AU$19.9m (down 2.6% from FY 2023). Net loss: AU$5.68m (loss widened 69% from FY 2023). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 81 percentage points per year, which is a significant difference in performance. Recent Insider Transactions • Jan 25
Insider recently sold €227k worth of stock On the 19th of January, Timothy Griffiths sold around 3m shares on-market at roughly €0.076 per share. This transaction amounted to 11% 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 the only on-market transaction from insiders over the last 12 months. Announcement • Oct 06
Xref Limited, Annual General Meeting, Nov 13, 2023 Xref Limited, Annual General Meeting, Nov 13, 2023, at 17:30 AUS Eastern Standard Time. New Risk • Aug 30
New major risk - Negative shareholders equity The company has negative equity. Total equity: -AU$203k This is considered a major risk. Being in negative equity means that the company's liabilities exceed its assets, meaning it owes more to creditors than it has in owned assets. While this doesn't mean the company is about to collapse, in the long-term, this is unsustainable. The company may have issues meeting financial obligations, is at risk of becoming insolvent and may have difficulty raising capital, especially more debt, if needed. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (9.8% average weekly change). Negative equity (-AU$203k). Minor Risk Market cap is less than US$100m (€21.0m market cap, or US$23.0m). New Risk • Aug 27
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 (9.7% average weekly change). Minor Risks Latest financial reports are more than 6 months old (reported December 2022 fiscal period end). Market cap is less than US$100m (€23.2m market cap, or US$25.1m). Board Change • Aug 03
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. 2 non-independent directors. Independent Non-Executive Chairman Tom Stianos was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • Feb 24
First half 2023 earnings released: AU$0.008 loss per share (vs AU$0 in 1H 2022) First half 2023 results: AU$0.008 loss per share (further deteriorated from AU$0 in 1H 2022). Revenue: AU$9.61m (up 8.3% from 1H 2022). Net loss: AU$1.47m (loss widened AU$1.43m from 1H 2022). Announcement • Nov 25
Xref Limited (ASX:XF1) entered into an Share Purchase Agreement to acquire Voice Project Pty Ltd for AUD 4 million. Xref Limited (ASX:XF1) entered into an Share Purchase Agreement to acquire Voice Project Pty Ltd for AUD 4 million on November 23, 2022. Xref will pay AUD 2 million cash from its existing cash reserves at completion plus up to AUD 2 million in script on the 1st and 2nd anniversaries following completion, conditional on performance. The initial purchase consideration will be paid under the terms of the Share Purchase Agreement when the conditions precedent have been fulfilled or waivedThe acquisition will add approximately AUD4 million to Xref’s revenues and increase staff from 85 to 100. Voice Project is profitable and is forecast to be EPS accretive to Xref. Dr Peter Langford, will join Xref along with his team of 14 and will continue to develop the Voice Project platform and business as General Manager, Xref Engage. Completion is expected to take place in the current quarter. Announcement • Oct 18
Xref Limited, Annual General Meeting, Nov 29, 2022 Xref Limited, Annual General Meeting, Nov 29, 2022, at 16:30 AUS Eastern Standard Time. Location: Suite 13, 13 Hickson Road, Dawes Point, NSW Dawes Point New South Wales Australia Announcement • Oct 10
Xref Limited Releases of Its Enterprise Subscription Platform Xref Limited reported the release of its Enterprise Subscription Platform. Xref is extending its pre-employment offering with the launch of a full-service, hire-to-retire enterprise SaaS platform for employers called "Xref Enterprise". The Xref Enterprise platform extends Xref's addressable market tenfold, and will shift Xref's global business model away from being solely usage-based, allowing Xref to decouple its revenue recognition from recruiting trends. The Xref Enterprise platform is fully customer-branded, multi-organisational, multi-language, and self-service. Its key features include single sign-on (SSO) and applicant tracking system (ATS) integrations, a custom survey builder, advanced analytics, and custom SMS and email options. It will allow employers to manage employee data from candidacy through to employment, engagement, company exit, and even possible re-hiring. In addition to reference checking, it will also offer Pulse Surveys that allow HR teams to continuously survey and measure employee satisfaction, and Exit Surveys to gather organisational metrics, derive an employee NPS, and build a talent pipeline of returning employees. The platform has been developed over the last 18 months and features a host of new features and benefits in response to the challenges experienced by the global employment sector during the pandemic. It is designed to build an organisation's corporate memory through data collection of a wide variety of critical candidate and employee metrics, which in turn will help the organisation improve its attractiveness to employees, better compete for talent, expand talent pipelines, and speed up hiring processes. Reported Earnings • Aug 24
Full year 2022 earnings released: EPS: AU$0.004 (vs AU$0 in FY 2021) Full year 2022 results: EPS: AU$0.004 (up from AU$0 in FY 2021). Revenue: AU$18.6m (up 48% from FY 2021). Net income: AU$729.6k (up AU$651.5k from FY 2021). Profit margin: 3.9% (up from 0.6% in FY 2021). Announcement • Aug 02
Xref Limited Ordinary Shares to Be Deleted from OTC Equity Xref Limited Ordinary Shares (Australia) will be deleted from OTC Equity effective from August 02, 2022, due to Inactive Security. Announcement • Mar 29
Xref Limited to Report Q3, 2022 Results on Apr 06, 2022 Xref Limited announced that they will report Q3, 2022 results on Apr 06, 2022 Reported Earnings • Mar 05
First half 2022 earnings: EPS in line with analyst expectations despite revenue beat First half 2022 results: EPS: AU$0 (up from AU$0.01 loss in 1H 2021). Revenue: AU$8.87m (up 73% from 1H 2021). Net loss: AU$37.0k (loss narrowed 98% from 1H 2021). Revenue exceeded analyst estimates by 2.7%. Earnings per share (EPS) were in line with analyst estimates. Announcement • Feb 28
Xref Limited Provides Earnings Guidance for the Year 2022 Xref Limited provided earnings guidance for the year 2022. The company expects it will be able maintain its achievement of a net profit a er tax for fiscal year 2022 along with cash flow profitability. Buying Opportunity • Feb 17
Now 21% undervalued after recent price drop Over the last 90 days, the stock is down 9.8%. The fair value is estimated to be AU$0.51, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 24% per annum over the last 3 years. The company has become profitable over the last year. Executive Departure • Nov 30
Non Executive Director Bradley Rosser has left the company On the 26th of November, Bradley Rosser's tenure as Non Executive Director ended after 5.3 years in the role. As of September 2021, Bradley still personally held 393.61k shares (€129k worth at the time). A total of 2 executives have left over the last 12 months. Recent Insider Transactions • Jun 18
Co-Founder recently bought €103k worth of stock On the 16th of June, Lee-Martin Seymour bought around 556k shares on-market at roughly €0.19 per share. This was the largest purchase by an insider in the last 3 months. This was Lee-Martin's only on-market trade for the last 12 months. Recent Insider Transactions • May 07
Non-Executive Chairman recently bought €63k worth of stock On the 4th of May, Bradley Rosser bought around 350k shares on-market at roughly €0.18 per share. This was the largest purchase by an insider in the last 3 months. This was Bradley's only on-market trade for the last 12 months. Announcement • Mar 09
Xref Limited Announces Resignation of Tim Griffiths as Director Xref Limited announced that co-founder Tim Griffiths has resigned as a director and employee of Xref with immediate effect. Griffiths agreed to resign at the request of the Board after they became aware in January 2021 of certain breaches by Griffiths of his director's duties, and the company's governance and policy procedures. Executive Departure • Mar 09
Co-Founder & Chief Strategy Officer Timothy Griffiths has left the company On the 8th of March, Timothy Griffiths' tenure in the role of Co-Founder & Chief Strategy Officer ended. As of December 2020, Timothy personally held 30.93m shares (€6.8m worth at the time). Timothy is the only executive to leave the company over the last 12 months. Reported Earnings • Mar 04
First half 2021 earnings released: AU$0.01 loss per share (vs AU$0.04 loss in 1H 2020) The company reported a solid first half result with reduced losses, improved revenues and improved control over expenses. First half 2021 results: Revenue: AU$4.69m (up 37% from 1H 2020). Net loss: AU$1.99m (loss narrowed 71% from 1H 2020). Announcement • Jan 11
Xref Limited to Report Q2, 2021 Results on Jan 19, 2021 Xref Limited announced that they will report Q2, 2021 results on Jan 19, 2021 