Stealth Global Holdings Ltd is a business-focused supplier and distributor of safety, industrial, healthcare and workplace consumable products to the resources, transport, infrastructure, engineering, construction, manufacturing, general trade and industrial sectors.
Stealth was founded in Perth in 2014, with an overseas focus on Africa, the United Kingdom, Europe, and Asia, and a vision to create a market leading and differentiated global supply and distribution business.
Stealth is led by a high-calibre board and management team and has experienced consistent and profitable growth, quickly establishing itself as a market leader with an excellent product range and service offering created through strategic partnerships and successful acquisitions.
This initial public offering of Stealth and ASX listing will enable the Company to continue to progress its successful growth strategy and, in particular, it will enable Stealth to complete the acquisition of the iconic and market-leading Western Australian industrial and safety supplier, Heatleys, which was founded 30 years ago.
Stealth and Heatleys have worked closely together for the past three years under a formal strategic partnership, which has provided the Company with a strong and intimate knowledge of the merits of acquiring Heatleys and a pathway to ensure a seamless integration of the two businesses.
The Board considers the acquisition of Heatleys highly complementary to Stealth.
The combination creates a global platform, supplying and distributing products across Australia, Africa, the United Kingdom, Europe and Asia.
Stealth will be the only Australian company of its type with this capability and service offering.
It also delivers immediate and ongoing benefits in the form of an enhanced product range and service offering, a strengthened customer base, increased purchasing power and additional operational efficiencies.
Additionally, both key management teams will remain in place and have significant ownership in Stealth post-ASX listing, ensuring strong capability and commitment to the Group’s future, and delivering on its growth plans.
Post-acquisition, the expanded Stealth will have access to a product range in excess of 500,000 products, sourced from more than 1,500 suppliers across 17 countries and a growing customer base of more than 3,000 active customers.
On a pro forma basis for a 12-month period, the merged Group has experienced strong revenue and earnings growth over previous years and for FY19 is forecasting Pro Forma Forecast Revenue of $76.7 million and Pro Forma Forecast EBITDA of $3.6 million for a 12-month period.
The Offer
Stealth Global Holdings Ltd (ACN 615 518 020) invites investors to subscribe for 62.5 million Shares, at an offer price of $0.20 per Share to raise $12.5 million.
The Company has appointed Argonaut Securities Pty Ltd and Hartleys Ltd as joint lead managers to the Offer.
Raisebook is accepting bids of between $2,000 (minimum) and $10,000 (maximum) per entity.
The offer of the securities are made in the Disclosure Document, a copy of this document can be obtained by clicking on the "ACCESS DISCLOSURE DOCUMENT" button on this page.
Anyone who wants to acquire the securities will need to complete the application form that will be in or will accompany the Disclosure Document.
The shares offered under this Prospectus are considered speculative. An investment in the Company is not risk free. Before making an investment decision, potential investors should read the Disclosure Document entirely, and seek professional financial advice.
Key Offer Details
| Offer Price | $0.20 per Share |
| Shares offered under this Prospectus | 62.5 million |
| Amount to be raised from the issue of Shares under the Offer | $12.5 million |
| Total Shares on completion of the Acquisition and the Offer | 94.9 million |
| Market capitalisation at the Offer Price (1) | $19.0 million |
| Pro forma net cash at completion of the Acquisition and the Offer | $2.3 million |
| Enterprise value at the Offer Price | $16.7 million |
Notes:
- Based on the Offer Price and the total number of Shares on issue on completion of the Acquisition and the Offer.
- Pro forma net cash is based on cash reserves of $3.9 million and debt of $1.6 million on completion of the Acquisition and the Offer.
- Enterprise value is calculated as market capitalisation at the Offer price less pro forma net cash at completion of the Acquisition and the Offer.
Key Financial Information
| Year ended 30 June | Pro Forma Forecast FY19 |
|---|---|
| EBITDA | $3.6 million |
| EBIT | $3.4 million |
| NPAT | $2.3 million |
| EV/EBIT | 4.9x |
| P/E | 8.3x |
Note: This table contains Forecast Financial Information and information from the Financial Information set out in Section 7 of the Disclosure Document. Please refer to this Section for a detailed explanation of the above table.
Capital Structure at Listing
| Shares | Options | Preference Shares | |
|---|---|---|---|
| Current | 21,300,000 | Nil | 600,000 |
| Shares issued on completion of the Acquisition | 6,250,000 | Nil | Nil |
| Director Shares | 850,000 | Nil | Nil |
| Conversion of Preference Shares | 4,000,000 | Nil | (600,000) |
| Options issued to the Joint Lead Managers | Nil | 4,994,737 | Nil |
| Offer | 62,500,000 | Nil | Nil |
| Cleansing Offer | 1,000 | Nil | Nil |
| Total Shares on completion of the Offers | 94,901,000 | 4,994,737 | Nil |
Indicative Timetable
| Firm Bids for New Shares in the Offer | 4PM AWST / 6PM AEST, 23 August 2018 |
| Closing Date of the Offer | Friday 7 September 2018 |
| Issue of Shares under the Offer | Friday 14 September 2018 |
| Completion of the Acquisition | Friday 14 September 2018 |
| Despatch of Holding Statements | Monday 17 September 2018 |
| Cleansing Offer Closing Date | Monday 17 September 2018 |
| Expected date for quotation of Shares on the ASX | Wednesday 19 September 2018 |
Note: The above dates are indicative and may change without notice.
What are the key investment highlights?
The key investment highlights are best summarised as follows:
- A leading distribution and logistics company supplying over 500,000 consumable products across the industrial, safety, healthcare and workplace segments.
- Exposure to growing consumables market due to economic growth across key markets, industrialisation and improving workplace safety regulations.
- Large and diversified customer base of approximately 3,000 active customers across resources, engineering, construction and transportation industries.
- Geographically diverse and strategic growth platform with operational capability across Australia, Africa, United Kingdom, Europe and Asia.
- Distribution rights with high quality, recognised brand labels – Bisley Workwear, Mincon and Firstar – highly desirable to key customers, with exclusive rights for certain jurisdictions.
- Long standing relationships with key suppliers, brand and channel partners across supply chain and product segments.
- Complete service offering with traditional and digital sales channels ensuring all customers are appropriately serviced based on their purchasing preferences.
- Management team with extensive industry experience and track record of delivering profitable business growth.
- A strong pipeline of domestic and international opportunities, with a number of brand partnership, channel partnership and/or complementary business acquisition opportunities available to pursue.
At the same time, the Company is exposed to various risk factors that have the potential to influence the operating and financial performance of the Company. These risks can impact on the value of an investment in the Shares of the Company. These risks are summarised in detail in Section 6 of the Disclosure Document.
Pro Forma Historical and Forecast Financial Information
| Pro Forma Historical Financial Information | Pro Forma Financial Forecast | Pro Forma Financial Forecast | Pro Forma Statutory Financial Forecast | |
|---|---|---|---|---|
| FY17 | FY18 | FY19 | FY19 | |
| Revenue | $56.0m | $65.9m | $76.7m | $65.1m |
| EBITDA before GRI and capital raising costs | $1.7m | $2.7m | $3.6m | $3.0m |
| EBITDA | $1.0m | $1.4m | $3.4m | $2.8m |
| NPAT | $0.5m | $0.8m | $2.3m | $1.9m |
Financial Performance
Stealth has grown consistently since 2014, from a zero base to a position having robust revenues and profitability.
Over the same period the well-established Heatleys business has likewise delivered stable revenue and growing profitability.
Historically, about 90% of Stealth’s earnings, have been derived from international customers with operations in Africa and the UK.
All of Heatleys earnings have been derived from customers within Australia.
The majority of earnings for both businesses is from industrial, workplace and safety products.
Group Pro Forma Historical and Forecast Revenue
Group Pro Forma Historical EBITDA before GRI* and capital raising costs and Forecast EBITDA
* Note: GRI = Growth Related Investments
Key Terms of the Acquisition of Heatleys
Stealth is acquiring 100% of the issued capital of Heatleys for $6,850,000 in cash and $1,250,000 in Shares (being 6,250,000 Shares at the Offer price of $0.20 per Share) and repaying a loan of $900,000 due to the Vendor.
Following the Acquisition and the Offer the Vendors of the Heatleys will collectively own 6.59% of the issued capital of the Company.
Proposed Use of Funds Raised
| Funds available | Full Subscription ($) | % of Funds |
|---|---|---|
| Existing cash reserves | $575,235 | 4% |
| Funds raised from the Offer | $12,500,000 | 96% |
| Total | $13,075,235 | 100% |
| Allocation of Funds | ||
| Expenses of the Offer | $988,844 | 7% |
| Acquisition of Heatleys Group | $6,600,000 | 51% |
| Repayment of Vendor Loan | $900,000 | 7% |
| Capital Expenditure (Online Ordering Platform Development and Enterprise Resource Planning System Development) | $350,000 | 3% |
| New Inventory for New Markets and Private Label Product Development | $500,000 | 4% |
| Customer Acquisition, Sales & Marketing Activities and Marketplace Growth | $300,000 | 2% |
| Corporate and Administrative Costs | $1,672,488 | 13% |
| Working Capital | $1,763,903 | 13% |
| Total | $13,075,235 | 100% |