NEW YORK–(BUSINESS WIRE/AETOSWire)-– GetSwift Limited (ASX: GSW) (‘GetSwift’ or the ‘Company’), a leading provider of SaaS logistics technology, is pleased to announce that it has entered into a put option agreement (“Agreement“) with LDA Capital LLC (“LDA Capital“), a United States based private alternative investment group, which has agreed to provide the Company with up to US$45 million (“Commitment Amount”) in committed equity capital over the next 36 months. The Company will use this capital (as required) to continue to fuel growth and to hedge against developing global circumstances such as the Coronavirus.
The capital will be accessed by the Company by exercising put options under the Agreement at the Company’s election with an aggregate subscription amount of up to US$45 million which allows the Company to draw down funds during the 36-month term of the Agreement by issuing ordinary shares of the Company for subscription to LDA Capital. Any issue of shares by GetSwift is subject to required regulatory and shareholder approvals.
The Company will control the timing and maximum amount of the draw down under this facility and has the right, not the obligation, to draw down up to US$45 million. The Company may issue call notices to LDA Capital with each call notice being a put option on LDA Capital dependent upon the satisfaction of certain conditions precedent, including the requirement that a shareholder(s) enters into a share lending deed with LDA Capital for an equivalent number of shares to that the subject of each call notice. The number of shares subject to a call notice is limited to a maximum of 10 times the average daily number of the Company’s shares traded on the ASX during the 15 trading day period before its issue.
The issue price of the shares will be the higher of the average VWAP of shares in the 30 trading period after exercise of the put option and the minimum price notified to LDA Capital by the Company upon exercise of the put option (which can’t be less than the VWAP of a share on the Trading Day immediately prior to the date of exercise of the put option).
In addition, the Company has agreed to issue up to 3,959,550 unlisted options to LDA Capital proportional to the amount subscribed by LDA Capital under the Agreement. At the time of issue of shares to LDA Capital pursuant to a call notice, the Company will also issue that number of options equal to the proportion of the total options that the amount subscribed bears to the Commitment Amount. So, for example, if under the first drawing LDA Capital subscribed for the equivalent of US$2 million of GetSwift shares, it would be entitled to be issued with 175,980 options (being 2/45 * 3,959,550). The unlisted options will have an exercise price equal to 125% of the issue price of the shares subscribed and have a 3 year exercise period.
The Company has agreed to pay a commitment fee of 2% of the Commitment Amount (US$900,000) which is payable as to US$300,000 6 months after the date of the Agreement with the balance payable after the closing price of a GetSwift share on any trading day is equal to or greater than AU$0.75. The Company has also agreed to pay financing fees customary for facilities of this nature in respect of amounts drawn down under the Agreement.
The Company’s Board has chosen the method of fundraising provided by the Agreement as it believes it provides flexibility to enable exploitation of the opportunities to develop the business, despite the prevailing stock market conditions. The Company will control the actual amount and the timing of any investment under the Agreement over a period of thirty six (36) months, whilst having the opportunity to receive regular cash injections if considered appropriate and in the interests of the Company and its Shareholders. This should allow the Company to deploy cash as requirements and opportunities occur, rather than fully diluting existing Shareholders immediately for an amount of cash that the Company may not need.
“The Company is pleased to be partnering with LDA Capital and is thankful for the confidence sophisticated investment funds have in both the company’s product, commercial viability, executive team and its position in the market. Since inception we have held strongly onto our belief of the direction we as a company are heading in despite the challenges we have faced. The Company intends with these funds to continue its growth, return on shareholder value, as well as ensure that in fluid conditions it can seek a leading position in the last mile sector,” GetSwift’s Chief Executive Officer Bane Hunter said.
From LDA Capital’s Managing Director, Anthony Romano, “GetSwift boasts a best-in-class logistics and workforce management technology, a high calibre management team, and impressive revenue growth over the last 3 years. LDA is delighted to get involved at this critical juncture and we fully support Bane, Joel, and the rest of the GetSwift team as they continue to organically grow their core business units and opportunistically explore value accretive M&A”.