26 Nov

Chair and CEO Presentations 2021 AGM

Swoop Holdings Limited ACN 009 256 535 Level 5, 126 - 130 Phillip Street, Sydney NSW 2000 www.swoop.com.au ASX A NNOUNCEMENT 26 November 2021 2021 Annual General Meeting – Chairman’s Address Ladies and Gentlemen, I’m pleased to present my first Chair’s address for Swoop. It is somewhat remarkable that it was just 6 months ago on 27 May 2021 that Swoop Holdings Limited (formerly STEMify Limited), a telecommunications company formed by the merger of Cirrus Communications and NodeOne Telecommunications successfully re - listed and commenced trading on the ASX. At the time of listing, the Comp any successfully raised $20 million to support organic and acquisition growth. The offer price of $0.50 per share then implicitly valued the Company at a $84.8 million market capitalisation. Now, things are a little different with the Company’s shares tra ding at around $1.8 5 and a market capitalisation of approximately $370 million. To get there the Company has focussed on: • Assembling a strong leadership and management team with an extensive breadth of knowledge across the telecommunications industry and the ASX, as well a depth of experience in mergers and acquisitions and integrating acquired businesses; • Increasing our regional Fixed Wireless network with the accretive acquisitions of Beam Internet, Community Communications, Speedweb and Countrytell; • Organically growing our regional Fixed Wireless network through expansion of our network infrastructure in Victoria and Western Australia; and • Acquiring businesses such as Voice H ub which expand our service offerings to our customers. The Co mpany is well placed to expand its footprint, whether by way of infrastructure, product or customer acquisitions through its recently oversubscribed capital raise comprising a $41 million placement to institutional and sophisticated investors and an oversu bscribed $5 million share purchase plan offered to retail investors. Our focus is to expand our capabilities to create an Australia - wide full service telco, which includes Fixed Wireless, fibre, voice and reseller services. Our acquisition strategy is dis ciplined and we adhere to strict criteria in selecting potential targets. One such criterion is that the acquisition must be able to deliver in one way or another on our ‘four pillars’ of growth, being: • Fixed Wireless (infrastructure) – leveraging and exp anding our infrastructure assets across regional and outer metropolitan areas to provide services to residential and SME customers; • Business – reselling NBN enterprise and value add products across the country to SMEs a n d mid - sized corporate customers; • R esidential – selling retail NBN internet products and our own fixed wireless services to residential customers across Australia; and • Wholesale – resale of infrastructure and assets and NBN to reseller and wholesale customers regionally and nationally. I would like to thank my fellow D irectors for joining me on the Swoop journey. Their counsel and support during such a busy 6 months has been outstanding. I also take this opportunity to thank Alex West and the entire Swoop team for their commitment, profess ionalism and diligence in this transformational year for Swoop. I am extremely excited about the future of Swoop and am looking forward to our Company continuing to grow and deliver on its ambitions. Authorised for release by the Board of Swoop Holdings Limited. For further information, please contact: Louise Bolger Email: investorrelations@swoop.com.au Phone: +61 438 441 594 About Swoop Swoop is a national provider of fixed wireless internet services to wholesale, business and residential customers. The Swoop network is designed and scaled to deliver ultra - reliable, high throughput, flexible telecom network services. Swoop is established and has the goal to build its business to become Australia’s best challenger internet and telecommunications provider . Forward looking statements This announcement contains forward - looking statements, which address a variety of subjects including, for example product development, marketing position and technical advances. Statements that are not historical facts, including statements about our belie fs, plans and expectations, are forward - looking statements. Such statements are based on our current expectations and information currently available to management and are subject to a number of factors and uncertainties, which could cause actual results t o differ materially from those described in the forward - looking statements. The Company's management believes that these forward - looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward - looking st atements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law or the ASX Listing Rules. In addition, forward - looking statements are subject to certain risks and uncertainties that could cause actual results, events, and developments to differ materially from our historical experience and our present expectations. 1 2021 Annual General Meeting 26 November 2021 2 Logging into the investor portal Shareholders who wish to vote virtually need to login to the Automic website: https://investor.automic.com.au then enter your username and password. For further assistance call 1300 288 664. 3 Agenda 1. Chairman’s address 2. CEO presentation 3. Resolutions 4. Poll 5. Q&A 4 4 Chairman’s Address 5 5 CEO Presentation 6 Important Notice & Disclaimer Not an offer document This document does not constitute and should not be considered as an offer to sell, or a solicitation of any offer, or an invitation or recommendation to subscribe for or purchase, or to make any commitments for or in respect of, any securities in the Company in any jurisdiction. Neither this document nor anything contained in it forms the basis of any contract or commitment and no agreement to subscribe for securities will be entered into on the basis of this document. No reliance The information contained in this document is not investment or financial product advice and is not intended to be relied upon as the basis for an investment decision, and is not, and should not be assumed to be, complete. It is provided for information purposes only. You are not entitled to rely on this document and no responsibility is accepted by the Company, the Lead Manager or any of their directors, officers, employees, partners, representatives, shareholders, members, related bodies corporate, agents or advisers (Parties, each a Party) or any other person for any action taken on the basis of the content of this document. To the maximum extent permitted by law, no Party guarantees or makes any representations or warranties, express or implied, as to, or takes responsibility for, the accuracy or reliability of the information contained in this document or as to any other matter, or takes any responsibility for any loss or damage suffered as a result of any inadequacy, incompleteness or inaccuracy in any statement or information in this document including, without limitation, any financial information, any estimate or projections or any other financial information. Disclaimer To the maximum extent permitted by law, the Parties expressly disclaim any and all liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of or reliance on information contained in this document including representations or warranties or in relation to the accuracy, validity or completeness of the information, statements, opinions, forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for omissions from, this document including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom. Forward looking statements This document contains certain forward looking statements and comments about future events. Forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of the Company, are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and which may cause the actual results or performance of the Company to be materially different from any results or performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of the date of this document. Forward looking statements should not be relied on as an indication or guarantee of future performance. No representation, warranty or undertaking is made that any projection, forecast, assumption or estimate contained in this document should or will be achieved. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in this document to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statement is based. Certain economic and market information contained in this document has been obtained from published sources prepared by third parties and has not been verified by the Company and in certain cases has not been updated through to the date of this document. Financial information This document contains only limited financial information in relation to the Company. More detailed information in relation to the Company including financial information can be obtained from the Company’s ASX announcement platform. Financial information contained in this document must be read together with that information. Non-IFRS financial measures The Company uses certain measures to manage and report on its business that are not recognised under Australian Accounting Standards or IFRS. These measures are collectively referred to in this presentation as ‘non-IFRS financial measures’ under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC. Management uses these non-IFRS financial measures to evaluate the performance and profitability of the overall business. The principal non-IFRS financial measure that is referred to in this presentation is EBITDA. EBITDA is earnings before interest, tax, depreciation and amortisation and significant items. Management uses EBITDA to evaluate the operating performance of the business and each operating segment prior to the impact of significant items, the non-cash impact of depreciation and amortisation and interest and tax charges, which are significantly impacted by the historical capital structure and historical tax position of the Company. Although the Company believes that these measures provide useful information about the financial performance of the Company, they should be considered as supplements to the income statement measures that have been presented in accordance with the Australia Accounting Standards and not as a replacement for them. All dollar figures within this document represent Australian Dollars unless otherwise specifically stated. Distribution The distribution of this document in jurisdictions outside Australia may be restricted by law. In particular, this document may not be distributed to any person, and securities may not be offered or sold in any country, outside Australia. Persons who come into possession of this document who are not in Australia, should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Investors in jurisdictions outside Australia should refer to any applicable offer restrictions set out in the Appendix slide titled ‘International Offer Restrictions”. 7 7 FY22 Update and Summary 8 Q1 FY22 growth End Q4 FY21 End Q1 FY22 SIO annualised organic Q1 FY22 growth ~10%; ~32% including acquisitions (excludes Countrytell) Strong organic increase in business and residential SIO’s Notes 1. Q1 FY22 data as at 30 September 2021 (Countrytell displayed separately) 2. FY21 data as at 30 June 2021 and includes Cirrus, Node1 and Beam but excludes Speedweb 34,483 1,281 Countrytell 12% 30,723 On-Net 49% Off-Net 51% End Q1 FY22 On-Net SIOs End Q4 FY21 End Q1 FY22 25% 487 390 33 Countrytell Significant margin increase for on net services vs off net services Services In Operation End Q1 FY22 On-Net SIO’s Towers 9 Acquisitions to date and planned 5 accretive acquisitions to date (incl. Countrytell and VoiceHub) Significant pipeline in discussion across FW, Resell, Fibre, Voice Well advanced with parties, with 1-2 expected to be announced this year 10 Acquisition Integration Update Name Branding Products Sales Team Finance Systems Core Network Infrastructure Synergy NodeOne TBA Q4 FY22 TBA Speedweb TBA Q2 FY22 Q2 FY22 TBA Beam Q3 FY22 Q2 FY22 25% Community Communications 100% Countrytell TBA Q2 FY22 Q2 FY22 Q4 FY22 Q3 FY22 Q3 FY22 TBA VoiceHub TBA Q2 FY22 Q2 FY22 Q4 FY22 Q4 FY22 N/A TBA 11 FY22 Summary Organic revenue growth in FY22 Scale & Acquisition Synergies beginning in FY22 and full benefits into FY23 Invest in our people and systems to improve services for our customers Expand infrastructure in regional areas with low speed alternatives Build the next large scale National Telecommunications Company Acquire complementary businesses across our key 4 growth areas 12 12 Resolutions 13 Logging into the investor portal Shareholders who wish to vote virtually need to login to the Automic website: https://investor.automic.com.au then enter your username and password. For further assistance call 1300 288 664. 14 Financial statements and reports The first item of business is to receive the Company’s financial report for the year ended 30 June 2021. The financial report and the reports of the directors and the auditors are now laid before the meeting. 15 Resolution 1: Adoption of the remuneration report The Remuneration Report for the financial year ended 30 June 2021 as disclosed in the Company’s Annual Report be adopted. 16 Resolution 1: Proxy votes Resolution For Against Discretionary Unusable Total 1. Adoption of remuneration report 39,906,674 10,423 51,846 - 39,968,943 99.84% 0.03% 0.13% - 17 Resolution 2: Re-election of Director That, for the purpose of Article 41.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Jonathan Pearce, a Director having been appointed by the Board, retires and being eligible, is re-elected as a Director of the Company. 18 Resolution 2: Proxy votes Resolution For Against Discretionary Unusable Total 2. Re-election of Director – Jonathan Pearce 71,529,771 1,000 51,846 - 71,582,617 99.93% 0% 0.07% - 19 Resolution 3: Ratification of prior issue of consideration shares – Speedweb acquisition That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 1 July 2021 of a total of 557,917 fully paid ordinary shares in the Company as part consideration for the acquisition of Kallistrate Pty Ltd (trading as Speedweb) on the terms and conditions set out in the Explanatory Memorandum. 20 Resolution 3: Proxy votes Resolution For Against Discretionary Unusable Total 3. Ratification of prior issue of consideration shares – Speedweb acquisition 72,219,771 0 51,846 - 72,271,617 99.93% 0% 0.07% - 21 Resolution 4: Ratification of prior issue of consideration shares – Beam Internet acquisition That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 16 July 2021 of a total of 718,686 fully paid ordinary shares in the Company as part consideration for the acquisition of Wan Solutions Pty Ltd (trading as Beam Internet) on the terms and conditions set out in the Explanatory Memorandum. 22 Resolution 4: Proxy votes Resolution For Against Discretionary Unusable Total 4. Ratification of prior issue of consideration shares – Beam Internet 71,860,428 0 51,846 - 71,912,274 99.93% 0% 0.07% - 23 Resolution 5: Ratification of prior issue of consideration shares – Countrytell acquisition That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the agreement to issue $2.1 million of fully paid ordinary shares in the Company as part consideration for the acquisition of Countrytell Holdings Pty Ltd on the terms and conditions set out in the Explanatory Memorandum. 24 Resolution 5: Proxy votes Resolution For Against Discretionary Unusable Total 5. Ratification of prior issue of consideration shares – Countrytell acquisition 72,219,771 0 51,846 - 72,271,617 99.93% 0% 0.07% - 25 Resolution 6: Ratification of prior agreement to issue completion consideration shares – VoiceHub acquisition That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the agreement to issue $2 million of fully paid ordinary shares in the Company at completion of the acquisition as part consideration for the acquisition of VoiceHub Group Pty Ltd and Harbourtel Pty Ltd (trading as VoiceHub) on the terms and conditions set out in the Explanatory Memorandum. 26 Resolution 6: Proxy votes Resolution For Against Discretionary Unusable Total 6. Ratification of prior agreement to issue completion consideration shares – VoiceHub acquisition 72,219,771 0 51,486 - 72,271,617 99.93% 0% 0.07% - 27 Resolution 7: Ratification of prior issue of securities - Placement That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 22 October 2021 of a total of 22,000,000 fully paid ordinary shares in the Company at an issue price of $1.85 per share on the terms and conditions set out in the Explanatory Memorandum. 28 Resolution 7: Proxy votes Resolution For Against Discretionary Unusable Total 7. Ratification of prior issue of securities - Placement 50,748,328 0 42,966 8,880 50,800,174 99.90% 0% 0.08% 0.02% 29 Resolution 8: Approval of issue of deferred consideration shares – VoiceHub acquisition That approval be given for the purposes of ASX Listing Rule 7.1 and for all other purposes, for the issue of up to $833,333 of fully paid ordinary shares in the Company as part of the deferred consideration for the acquisition of VoiceHub Group Pty Ltd and Harbourtel Pty Ltd (trading as VoiceHub) on the terms and conditions set out in the Explanatory Memorandum. 30 Resolution 8: Proxy votes Resolution For Against Discretionary Unusable Total 8. Approval of issue of deferred consideration shares – VoiceHub acquisition 72,219,771 0 51,846 - 72,271,617 99.93% 0% 0.07% - 31 31 Poll 32 32 Q&A 33
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