Smartpay Appoints New CEO and Completes $3.8M Capital Raising - Wednesday, December 21, 2011
Wednesday, December 21, 2011
Smartpay, a leading provider of payments and transactional solutions in New Zealand and Australia, today announced the appointment of a new Group CEO and the completion of a capital raising.
Experienced Australian payments executive Bradley Gerdis has been appointed Group CEO, to be based in Sydney. Gerdis has considerable experience with high growth companies and was a founding executive of Customers Limited, an ASX listed ATM and payments company which grew from start-up to become Australia's largest ATM operator during his time with the business.
Smartpay Chairman Wayne Johnson says that Gerdis will be a tremendous asset to the company.
"With significant opportunities in Australia and a pending ASX listing, now is the right time to appoint an Australian based CEO.
"Bradley knows the market really well and has experience of rapidly growing companies. He is well connected and will bring value to Smartpay as we search for more cost effective funding.
"He will have responsibility for managing and implementing overall strategic direction of the group, including growth in the Australian market and associated capital raising and funding.
"We will also be appointing a Group COO, based in NZ, to focus on the delivery of the operational business, with current Managing Director Ian Bailey planning to then become a non-executive director" Johnson said.
Haymaker Investments Pty Ltd, the trustee of a trust of which Gerdis is a beneficiary, has subscribed for $1.0 million of shares in Smartpay at a price of 10 cents per share, and been issued 10 million options (exercisable on or before 31 December 2014) at an exercise price of 15 cents in connection with such subscription.
In addition, as part of the management consultancy agreement under which Gerdis has been appointed CEO of the Smartpay group, Gerdis will be entitled to a long term incentive bonus of 10 million options (exercisable on or before 31 March 2017) to subscribe for shares in Smartpay at 20 cents per share and 10 million options (exercisable on or before 31 March 2018) to subscribe for shares in Smartpay at 30 cents per share. Should these options be exercised in full the company will receive additional equity of $5M in due course
Says Johnson "The issue of the March 2017 Incentive Options and the March 2018 Incentive Options is subject to approval by Smartpay's shareholders at a special meeting which is intended to be held in or around February 2012, however this investment and the options package will ensure that Bradley and the shareholders objectives are both clearly aligned and Bradley will only get real value once the share price is above the exercise price".
In addition to the $1 million of new capital invested by Haymaker Investments Pty Ltd, Smartpay has commitments for a further $1.8M of new capital at 10 cents per share from various high net worth investors.
The Trustees of the Pakihi Pension Scheme have also agreed to subscribe for the second $1 million tranche of convertible notes under the convertible note subscription agreement entered into on 30 November 2011. This second tranche of convertible notes will be convertible into fully paid ordinary shares in Smartpay at 10 cents per share.
Says Johnson, "In total the company has secured or obtained commitments for additional funding of $3.8M, obtained the commitment of a key CEO and progressed its ASX and Australian business strategy. Combined with the level of business we expect to sign and deliver in the Australian market in the short term, we expect the end year result to be similar to this year's".
The issue of the second $1 million tranche of convertible notes to Pakihi and the issue of the new shares to the high net worth investors will also be subject to approval by Smartpay's shareholders at the special meeting to be held in or around February 2012.
The capital raised under the various share and convertible note issues will be used for debt repayment and to support working capital needs in the business as it grows and we expect to be able to announce a number of key contracts in the near future that will underpin the overall Australian business strategy and ensure we meet the end year targets of a positive net profit.
Smartpay has grown substantially over the last two years, consolidating its position as a leading provider of payment solutions in New Zealand and with a growing business in Australia.
Johnson says that with the Group CEO position secured the company will begin the search for the group COO and additional directors to strengthen the company's board.