Business News – Strategic Acquisition of ADT & Key Debt Refinance

Tyco is a leading security monitoring provider, providing security system installation, maintenance, and monitoring services to residential, commercial, and medical customers across Australia and New Zealand under the “ADT” brand.

IMG will pay $45 million in cash consideration, subject to customary adjustments for working capital, cash and debt amounts on completion.

The combined business is expected to deliver a FY23 proforma revenue of $133.7m with a combined $24.8m EBITDA (pre any cost improvements, transaction, and restructuring charges).

IMG will fund the Acquisition and refinance its current debt via a combination of a new $80m 3-year debt facility (subject to customary closing conditions) (“Debt Facility”) and the proceeds of a proposed $15m equity raising (“Proposed Equity Raising”).

Acquisition Overview

IMG is pleased to announce that it will acquire “ADT” in Australia and NZ for $45million in cash consideration, subject to customary adjustments for working capital, cash and debt amounts on completion. This transaction is expected to be materially accretive to IMG with the price being in line with IMG’s target acquisition multiples achieved since the recapitalisation in September 2021.

Completion of the Acquisition is subject to certain conditions being satisfied, and is expected to occur by 1 August 2023. A summary of the key terms of the Acquisition agreement are set out in the investor presentation lodged with ASX today.

Strategic Rationale and Pro Forma Earnings

The acquisition will result in the number of lines monitored by IMG more than doubling, from approximately 70,000 lines to 180,000 lines across both retail and wholesale customers with combined recurring monthly revenue above $6.5m. The combined business is expected to deliver EBITDA of ~$24.8m for the current financial year (excluding transaction and restructuring costs) with improvements targeted to lift this through $31m in FY24, and a clear business plan to move the combined operations to growth during CY2024.

The increased scale will allow IMG to further invest in industry leading services to bring Australia into line with the range of monitored services available elsewhere in the world.

Managing Director Dennison Hambling, commented “the opportunity to create a market leading business, with one of the most recognisable security brands in the world, is an exciting new development in the IMG journey. We look forward to delivering on our clear business plan which will transform IMG into a serious industrial company with significant profitability, a strong balance sheet and material growth prospects”.

Debt Raising Overview

Concurrently, working successfully with advisor Neu Capital, IMG has entered a new 3 year, $80m debt facility with Tor Investment Management (Hong Kong) Limited (Tor), which will be used (together with the proceeds of the Proposed Equity Raising) to fund the Acquisition, refinance IMG’s current facilities and for working capital, transaction costs and Acquisition purchase price adjustments. IMG also proposes to issue certain warrants with a nominal exercise price (“Warrants”) to Tor or a related entity of it on the Debt Facility being drawn.  The Warrants will convert into a number of shares equal to 7.5% of IMG’s fully diluted capital on drawdown under the Debt Facility (i.e. post completion of the Proposed Equity Raising (see below), conversion of Warrants and other outstanding performance rights).

A summary of the key terms of the Debt Facility and the Warrants are set out in the investor presentation lodged with ASX today.

Proposed Equity Raising Overview and commitment from Black Crane

IMG intends to shortly launch a $15m equity raising, proposed to be structured as a non-renounceable pro rata entitlement offer to all eligible shareholders.

Black Crane Advisers Limited, an entity associated with Mr Peter Kennan, the Company’s chairman, has fully committed to subscribe for new shares equivalent to (up to) the full $15m equity raise, by way of:

taking up its full entitlement (of approximately $9.2 million); and
sub-underwriting the Proposed Equity Raising for the balance of the raising.  

Subject to entry into an underwriting agreement, IMG intends to appoint Morgans Corporate Limited to fully underwrite the Proposed Equity Raising.

Black Crane’s support, patience, and guidance have been critical in delivering this strategic and significantly value enhancing transaction for all shareholders.  

Further details of the Proposed Equity Raising are expected to be provided to shareholders shortly.

Further information

Further details of the Acquisition and the Debt Facility are set out in the investor presentation provided to the ASX today.  

Neu Capital is acting as debt adviser to IMG.  Jones Day is acting as legal adviser to IMG.

About Intelligent Monitoring Group Limited

Intelligent Monitoring Group Limited (ASX: IMB) helps provide monitored security and IOT solutions that ensure the safety and protection of Australian businesses, homes, and individuals 24 hours a day, 365 days a year.

The Company operates with the highest security accreditation from its two-significant monitoring centres.

GROWTH STRATEGY

The Australian security industry remains highly fragmented, with no clear market leader.  

Given its stable revenue streams and fixed infrastructure cost model, the industry remains conducive to selective consolidation at attractive returns.

TECHNOLOGY A KEY DRIVER FOR CHANGE

Technology change (IOT & Ai) has created substantial opportunities to profitably extend the Company’s existing skills into new complementary market areas and customer opportunities.

The use of Smart, High Resolution cameras, with monitoring capability will create substantial opportunities for growth in many industries over the coming decade. ‘Cameras as alarms’.