Funding up to US$45 Million from U.S. Alternative Investment Group Secured by GetSwift

Business

Funding up to US$45 Million from U.S. Alternative Investment Group Secured by GetSwift

GetSwift Limited (ASX: GSW) (GetSwift or the Company), a leading company of SaaS logistics technology, is delighted 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 offer the Company with up to US$45 million (Commitment Amount) in dedicated equity capital over the next 36 months. The Company will use this capital (as required) to proceed to fuel growth and to hedge against developing international circumstances such as the Coronavirus.

The capital will be accessed by the Company by exercising put choices under the Agreement at the Companys election with an aggregate subscription amount of up to US$45 million which allows the Company to draw down funds in the course of the 36-month term of the Agreement by issuing normal shares of the Company for subscription to LDA Capital. Any issue of shares by GetSwift is subject to require regulatory and shareholder approvals.

The Company will manage 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 problem call notices to LDA Capital with each call notice being a put option on LDA Capital dependent upon the pleasure of certain stipulations precedent, which includes the requirement that a shareholder(s) enters into a share lending deed with LDA Capital for an equal number of shares to that the subject of every call notice. The number of shares subject to a call notice is constrained to a maximum of 10 times the average every day number of the Companys shares traded on the ASX in the course of the 15 trading day period earlier than its issue.

The issue rate of the shares will be the higher of the average VWAP of shares in the 30 trading duration after exercise of the put option and the minimal rate notified to LDA Capital by the Company upon exercise of the put option (which cant 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 whole options that the amount subscribed bears to the Commitment Amount. So, for example, if under the first drawing LDA Capital subscribed for the equal 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 three year exercise period.

The Company has agreed to pay a commitment rate 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 prices customary for facilities of this nature in respect of amounts drawn down under the Agreement.

The Companys Board has chosen the technique of fundraising offered by the Agreement as it believes it gives flexibility to enable exploitation of the opportunities to improve the business, in spite of the prevailing stock market conditions. The Company will manage the real amount and the timing of any investment under the Agreement over duration of thirty six (36) months, even as having the chance to get hold of normal cash injections if regarded fantastic and in the pastimes of the Company and its Shareholders. This should enable the Company to set up money as requirements and possibilities occur, rather than completely diluting present Shareholders instantly for an amount of cash that the Company may not need.

The Company is glad to be partnering with LDA Capital and is grateful for the confidence state-of-the-art 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 path we as a company are heading in spite of the challenges we have faced. The Company intends with these funds to precede its growth, return on shareholder value, as well as make sure that in fluid conditions it can look for a main position in the last mile sector, GetSwifts Chief Executive Officer Bane Hunter said.

From LDA Capitals Managing Director, Anthony Romano, "GetSwift boasts a best-in-class logistics and workforce management technology, a high calibre management team, and astounding income growth over the past three years. LDA is delighted to get involved at this crucial juncture and we completely assist Bane, Joel, and the rest of the GetSwift crew as they proceed to organically develop their core business units and opportunistically explore value accretive M&A".