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Group 4 members:
                George Abu Nader(Investment Proposal) CID:
                00700155
                Dmitry Tokarev(Investment Model) CID:0072847
                Farah Najjar(Term Sheet) CID:00697089




Software Radio Technology
                  Plc(AIM:SRT)
                Investment Opportunity
Contents
1.    Executive Summary        12.   Valuation
2.    Company                  13.   Investment Returns &
3.    Products                       Sensitivity Analysis
4.    Customers                14.   Legal and Financial
5.    Market                         Structure
6.    Competition              15.   Sources and Uses of
                                     Funds
7.    Business Model
                               16.   Capitalization
8.    Strategy & Positioning         Shareholders Table
9.    Opportunity              17.   Risks
10.   Management               18.   SWOT Analysis
11.   Financial Overview

 2
Executive
Summary(1/2)
Company                                   Competition and business model            Management
Software Radio Technology specializes     Competition’s equipment is usually old    All SRT executive have extensive
    in research and development of           and expensive. Also, they do not            experience in the fields defining
    marine identification systems as         cover the full range of AIS                 their position. Some of them are
                                             equipment. Through focus on
    well as wireless radio technologies      research and reliance on its clients        also founders of the company
                                             for effective distribution, SRT has
                                             consolidated its status the main
                                             supplier of marine recognition         Financial overview
                                             equipment                              From 2005 till 2009, extensive focus on
                                                                                        research explained low returns.
                                          Strategy and positioning                      Revenues subsequently increased
Products                                                                                significantly when the company
                                          Although the company has a                    perfected its technology while
SRT provides a complete range of OEM          remarkable lead in the AIS
    products, PCA modules and turn-                                                     acquiring a reliable client base
                                              technology sector, they are
    key products that are used in AIS         continuously focusing on research         across the world
    systems and can be finalized by           in order to improve its current
    the customer                              product range. They are also
                                              looking to enlarge their
                                                                                            SRT income per year (£m)
                                              distribution network
                                                                                    10.00
Market and customers                                                                 9.00
                                                                                     8.00
SRT currently deals with 40 customers     Opportunity                                7.00
    across the world. New mandates        A number of mandates (such as the          6.00
    imposing the presence of AIS              SOLAS convention instituted by the
                                                                                     5.00
                                                                                     4.00
    equipment on board of vessels are         IMO) will impose the carriage of       3.00
    going to be instituted and may            AIS equipment. Thus, all SOLAS-        2.00
    drastically increase SRT’s client         affected vessels will increase the     1.00
                                                                                        -
    base                                      targeted market segment size
                                                                                        2006 2007 2008 2009 2010 2011 2012



  3
Executive
 Summary(2/2)
                                          Comparables
 We propose investing £18.8 m
    in the company over a                                             PROFILE SYSTEMS & ACTEOS STREAMWI 3L System
    period of 4 years. The                Valuation ratios    SRT       SOFTWARE SA      S.A.   DE S.A. Aktiebolag
    target IRR is 20% and
    proposed equity                      PE ratio            20.18x        47.01x          7.08x   17.17x      38.80x
    acquirement is 30%.                  EV/EBITDA           21.90x         4.13x          4.58x   7.07x       10.50x
 Since that the company has              EV/Sales            4.78x          0.63x          0.56x   2.15x         1.04x
    currently issued a total of
    105.9 million shares, this           Market Cap/Book
    will entails the issuance of         Value of Equity     6.09x         12.87x          8.69x   71.15x        1.69x
    45.4 shares for Sky                  Return on Assets
    Partners.                            (ROA)                28%            1%            12%      16%           4%

                                                                                       Risks
Enterprise value
(entry and exit)         2011     2015                                                     Strong correlation with the
                                                                                            underlying market
EBITDA (£m)                2.0     8.0
                                                                                           Dependence on customers
EV/EBITDA                 20.4    20.4                                                     Intellectual property
                                                                                            protection/infringement
EV (£m)                   40.8 163.2
 Uses of funds:                                                                            Overseas customers

        Marketing (£m): 0.6                                                               Dependence on key
                                                                                            executives
        Acquisition (£m): 17.9
        Human resources (£m): 0.9


     4
Company
       SRT engages in the research and development        Key Historical highlights:
        of wireless radio communication technologies
        and products for the identification and
        tracking of land or maritime based assets in
        the United Kingdom                                             0.7M USD Chinese AIS orders
                                                           - Feb 11                 Strategic AIS agreement
       It is a leading supplier of Marine Automatic                                1.2M USD AIS orders
        Identification System which is primarily used                  Placing to raise 2.5M GBP
        for maritime vessel identification and tracking,               Class A transceiver approvals received
        and homeland security applications
                                                                       First orders of AIS Class A transceiver
       Provides customers with a wide range of            - Oct 09
        products such as PCA modules, OEM product,
        and turn-key product which can be
        subsequently finalized without risk
                                                                       FCC approves AIS Class B technology
                                                           - Jun 08
         Office Location:
          Bath, England, UK
         Foundation year:
          2005                                                                    Placing to raise 4M GBP
         Employees: 31                                                Agreement with Saab Transponder
                                                           - Jan 07    Tech
         2011 Revenues:
          £9.52M
                                                                       Placing to raise 4.25M GBP
         Cash position: £3M
         Debt position: £1.5M                                         Admission to AIM raising 3.5M GBP
                                                           - Sept 05

    5
Products
All of the following products except for the identifier and the MOB allow for 2 variants:
    OEM Product: A “black box” product which is fully tested and ready to use. Shape and enclosure may vary
    PCA Module: Fully tested module that can be easily integrated into the customer’s system
SRT also provides technology licenses where completes technologies are sold to the customers for development and
     manufacturing. They also offer turn-key product development where they closely work with customer engineers in
     order to develop a specific product

1- AIS Class A                                                                      5- SART
                                                                       6
Constantly transmits and                    5                                       The AIS SART provided by SRT
receives information from                             7                             outperforms the standard
other Class A or B equipped                                                         SARTS
vessels and displays it on
the chart plotter                                                                   6- Identifier
                                                                                    Enables water craft of any
2- AIS Class B                                                                      size and type to be tracked
Cost effective and reliable                                                         using AIS
version of the AIS Class A                                             1
                                                                                8   7- Aids to Navigation
3- Receiver                                                                         Provides multiples features
Processes the outgoing                                                              facilitating the navigation
message of the client vessel                                                        process
and decodes incoming AIS
messages                                        4                 3                 8- MOB
                                                                                    standard MOB safety and
4- Antenna Splitter                                                                 security device which
                                                            2
Enables any AIS device and                                                          combines multiple
VHF radio to share a single                                                         technologies, AIS and Satellite
antenna                        Source: Company Data

  6
Market
         Mandates impacting over 1 million vessels across                   Timing deadline         Vessels impacted
          the markets of China, Korea, India, Turkey, the US
          and EU are either underway or are pending                          1st July 2002           All vessels of 300 gross tonnage (and more)
                                                                                                     engaged on international trade
         Under the Safety of Life at Sea Convention (SOLAS)                                         All vessels of 500 gross tonnage (and more) not
          introduced by IMO, carriage equipments for                                                 engaged on international trade
          approved AIS equipment became mandatory                                                    All passenger vessels
         This requirement only applies to vessels subject to                                        All new builds
          the SOLAS convention. Also, several newly
          introduced regional and country-specific mandates                  1st July 2003           Passenger vessels constructed before 1st July
          expanded the AIS carriage requirement. Thus, a                                             2002
          larger selection of vessels should now carry                                               Tanker vessels constructed before 1st July 2001
          approved AIS equipment.                                            1st July 2004           Tanker vessels of 50kgross tonnage (and more)
         In response, demand for Class B transponders                                               constructed before 1st July 2002
          increased
                                                                             1st July 2005           Tanker vessels of 10k-50kgross tonnage (and
            World merchandise exports volumes, 1950-                                                 more) constructed before 1st July 2002
                             2010
  140                                                                        1st July 2006           Tanker vessels of 3k-10kgross tonnage (and
                                                                                                     more) constructed before 1st July 2002
  120
  100
                                                                             1st July 2007           Tanker vessels of 0.3k-3kgross tonnage (and
     80                                                                                              more) constructed before 1st July 2002
                                                                             Source: International Maritime Organization
     60
     40                                                                      1st July long lasting increasing trend inengagedexports will
                                                                                  A 2008          All other vessels not global on international
                                                                                   inevitably lead to a higher demand of vessels
                                                                                                 trade
     20                                                                           This demand, combined with global and regional
      0                                                                            mandate requirements, could increase demand for
      1940     1950    1960        1970   1980   1990   2000   2010   2020         approved AIS equipment

Source: World Trade Organization

     7
Customers
SRT recently tied up a strategic partnership agreement          Existing mandates     Estimated no. of   Timing deadline
    with India-based Elcom Marine Services                                            units
Notable customers:                                              Turkey                15,000             2011
       SRT recently signed a $1.25M worth contract with
        Transas Navigator                                       European Inland       25,000             2012
                                                                Waterways
       In 2011, 3 new customers signed contracts with SRT
                                                                European Fishing      40,000             2013
        to use their products in projects they are tendering
       In 2007, Wright Designs: co-developing OEM TETRA        China                 550,000            2015
        professional mobile radio
       Unimo Technology ordered $60M worth of TETRA            South Korea           92,000             2013
        handsets
                                                                India                 300,000            N/A
       In 2006, SRT signed a TETRA technology license
        agreement with an established OEM manufacturer in
                                                                Pending mandates
        Taiwan
       In 2006, SRT, through Tianjin Communication &           USA                   27,000             N/A
        Broadcasting Group Corporation, received a TETRA
                                                               Source: Company Data
        handset order from the Chinese Government
                                                               Depending on the number of mandate-abidingvessels,the
                                                                  above table reveals a multitude of new potential
                                                                  customers over the next 3 years




    8
Competition
           The main focus of SRT lies in                                             SRT competitive advantages:
            the development of                 Class B market:
            products, modules and other                                                  More modern equipment smaller
            technologies used in the                                                      in size
            establishment of AIS systems.                                                Better performance at lower
            The following are among SRT’s         The company’s transponders             price
            main competitors                       called easyAIS
                                                                                         The company provides the full
           SRT is the only company that          Weatherdock also supplies other        range of AIS products
            provides a full range of AIS           AIS products
            products. Nevertheless, several                                              SRT has invested in research for
            other companies provide                                                       over 5 years and thus has
            specific products                                                             accumulated better knowledge
    Class A market:                                                                       of the technology
                                                  AMEC offers class A and B
                                                   transponders (CAMINO) but is          Extensive global network made
           Produces naval radar systems           mostly specialized in the latter       of 40 customers that provide SRT
                                                                                          with unparalleled access to all
            and a wide range of maritime          It also provides a wide range of       addressable markets
            security systems                       AIS equipment
           Mostly engaged in the military
            sector

                                                  Produces the MA-500TR and MXA-
           The Furuno transponder is called       5000 transponders
            FA-150
                                                  Mostly involved in maritime
           The company covers other naval         communication equipment
            sectors such as fishing and
                                                                                      SRT shortcomings:
            communication equipment                                                      Smaller firm compared to some
                                                                                          multinational rivals
        9
Business Model
Focus on research                                                   Extensive distribution network
•    SRT has accumulated more than 5 years of                          SRT is represented by 40 customers in key
     research and development into radio-based                          territories for AIS technology
     wireless technologies
•    The company remainsheavily focused on                             Each customer has its own brand and sales
     R&D. It It continues to invest in R&D with                         channel, but the technological platforms or
     £3m forecast in the next 18 months and a                           key components originate from SRT
     widening of its product range                                     The company can therefore efficiently reach
•    SRT’s concentrates its core expertise in                           markets subject to local mandates
     developing next generation products lines
                                                                       SRT is thus increasingly generating revenue
•    Outsourcing of manufacturing end product                           from non-UK companies




    SRT delivers a range of low-cost, high-performance core technology platforms
    These platforms are subsequently converted into a range of turn-key OEM solutions and modules
     that are used in marine identification, digital PMR and tracking markets
    SRT currently produces a range of 30 products


    On Nov 11th SRT raised £2.5m (gross) via an equity placing for the purpose of expanding working capital in order
     to address increased AIS demand; subsequent orders grew to total $8.1m (Dec 6th 2010)
    Strategy: entering an accelerated sales phase


    10
Strategy &
Positioning
                                                                               Enhancing distribution
                                                                               •Through its distribution
   IP-based product development                      Remain the                network, SRT targets territories
   •SRT’s product range is based on 4             leading provider             where AIS mandates have been
   group-owned IP core modules                         of vessel               announced
                                                    identification
   •These modules must comply with                   and tracking              •It also, benefits its presence in the
   AIS and International Electro                   products based              key market verticals of shipping
   technical Commission standards                       on AIS                 > Increase in the distribution
   > Focus on R&D                                     technology               network



 Product          Details                Expanding addressable markets &            2011 product            2012 product
                                                                                    development             development (E)
                                         building recurring revenue
 Class A          Used in larger
                  commercial vessels                                                Next generation         Dual mode
                                         •Investment in R&D is estimated at
                  Retail point: 2k-5k                                               Class B module          SAT/AIS
                                         2.5M GBP p.a. over the next 2                                      transponder
                  USD                    years
 Class B          Used in smaller                                                   Next generation         MOB (Man over
                                         > Thus SRT is expected increase its        Class B OEM             Board) OEM
                  commercial and
                  leisure vessels        product range and reduce its
                                                                                    Class A engine &        Tracking safety
                  Retail point: 0.5k-    dependency on the current one
                                                                                    chart plotter           & security
                  1.5k USD                                                                                  service
                                                                                    Extended range
 Receiver          Used in non-               Product portfolio snapshot            12W Class B
                   mandated
                   applications             Product development schedule            Identifier
                   Retail point: 0.2k-
Source: Company Data
                                                                                    SART and AtoN
                                                                                   Source: Company Data, Arbuthnot Estimates
                   0.6k USD
                                                                                    OEM
  11
Opportunity
    Opportunity: AIS is becoming mandatory for global shipping
    The 2002 International Maritime Organization (IMO) mandate on large vessels has established AIS
     as a global technology standard. AIS is currently being deployed, impacting some hundreds of
     thousands of vessels of all sizes and types
    More than 1,000,000 vessels will be affected by the SOLAS convention and other mandates
    SRT is established as the leading provider of AIS core technologies and products globally, with
     two types of AIS as either a module or chipset board; Class A and Class B. It has also recently
     developed a lower-power version for light vessels such as fishing boats
    Although SRT supplies hardware, its core expertise lies in the development of the software
     required to integrate complex AIS communications and data streams
    There could potentially be a worldwide market for some 250,000 Class A large vessels (bulk
     carriers, dry cargo vessels, container vessels, tankers, LPG's, LNG's, and cruise ships), worth
     some £84m annually
    The market for leisure craft and smaller vessels (Class B AIS) is estimated at a further £45m
     annually, bringing the total to just under £130m, with ancillary services taking this sum to £155m
     (DSCE)




    12
Management
Simon Tucker                         Richard Hurd                       Simon Rogers
Chief executive officer              Chief financial officer            Chairman
                                        Joined SRT in Jan 2009 as         Founder investor in SRT
                                         financial controller              Early career in FMCG brand
                                        Appointed to the Board in          management and
                                         Nov 2009                           MarketResearch
                                        ACA qualified accountant          Worked as UK Marketing
                                        many years of combined             Director of software
                                         commercial and professional        company Lotus Development
                                         practice experience               Director of Electronic Media



    Joined SRT in 2002              Neil Peniket                       Andrew Lapping
    Appointed to the Board as       Chief operations officer           Non-executive director
     Commercial Director in 2004                                           Member of the SRT plc Audit
     and CEO in 2008                    Joined SRT in 2004                 Committee and the
    Transformed a non-                                                     Nomination Committee
                                        Responsible for the delivery
     profitable research firm into                                         Managing director of The
     a lucrative business                of all technology and
                                                                            Hamilton Portfolio Limited
    Over 15 years experience of         product developments
                                                                           Member of the Chartered
     creating, building and             Worked in the electronics          Institute of Taxation and
     running international               industry for 12 years              non-executive director of a
     businesses                                                             number of companies
                                        Chartered electrical
                                         engineer
    13
Financial Overview
                      Cash Flow Statement as of: March 31 2011, (£m)                                                                     Income statement, (£m)
                                                                                 Fiscal year ending                     2009               2010              2011                    2012       2013      2014       2015




Net Income                                                              2.170
                                                                                 Revenue                               2.516              3.558               9.155                 12.817     17.302   21.455     24.888
Depreciation & Amort.                                                    0.069
                                                                                  Growth Over Prior Year %             0.152              0.414               1.573                  0.400      0.350    0.240      0.160
Depreciation & Amort., Total                                            0.069    Other Revenue                             -                  -                   -
                                                                                  Total Revenue                        2.516              3.558               9.155                 12.817     17.302   21.455    24.888
Other Amortization                                                       0.578
(Gain) Loss From Sale Of Assets                                              -   Cost Of Goods Sold                    1.566              2.180               4.725                  6.665      8.651    10.298    11.448
                                                                                  Gross Profit                         0.951              1.378               4.430                  6.152      8.651   11.157    13.439

Asset Writedown & Restructuring Costs                                        -
                                                                                 Selling General & Admin Exp.           2.224              1.876              2.397                  2.563      3.460    4.291      4.978
Stock-Based Compensation                                                 0.103   Stock-Based Compensation               0.042              0.022              0.103                      -          -        -          -
Net Cash From Discontinued Ops.                                              -   R & D Exp.                                 -                  -                  -                      -          -        -          -
Other Operating Activities                                             (0.008)   Depreciation & Amort.                      -                  -                  -                      -          -        -          -
                                                                                 Other Operating Expense/(Income)           -            (0.187)                  -
Change in Acc. Receivable                                              (1.419)
Change In Inventories                                                  (1.016)    Other Operating Exp., Total          2.266              1.712               2.500                  2.563      3.460    4.291      4.978
Change in Acc. Payable                                                   0.161
                                                                                  Operating Income                    (1.316)           (0.334)               1.930                  3.589      5.191    6.866      8.462
Change in Other Net Operating Assets                                         -
                                                                                 Interest Expense                          -                  -                   -                      -          -         -          -
 Cash from Ops.                                                         0.638
                                                                                 Interest and Invest. Income           0.033              0.002               0.008                      -          -         -          -
                                                                                   Net Interest Exp.                   0.033              0.002               0.008                      -          -         -          -
Capital Expenditure                                                    (0.105)
                                                                                 Currency Exchange Gains (Loss)             -            (0.066)                  -                      -          -        -          -
Sale of Property, Plant, and Equipment                                       -    EBT Excl. Unusual Items             (1.282)           (0.398)               1.938                  3.589      5.191    6.866      8.462
Cash Acquisitions                                                            -
                                                                                 Gain (Loss) On Sale Of Assets              -             0.012                   -
Divestitures                                                                 -
                                                                                  EBT Incl. Unusual Items             (1.282)           (0.386)               1.938                  3.589      5.191    6.866      8.462
Sale (Purchase) of Intangible assets                                   (0.907)
                                                                                 Income Tax Expense                    (0.148)           (0.166)             (0.232)
                                                                                                                                 Balance Sheet as of: March 31 2011, (£m)                -          -        -          -
Invest. in Marketable & Equity Securt.                                       -     Earnings from Cont. Ops.           (1.134)           (0.221)               2.170                  3.589      5.191    6.866      8.462
                                                                                 ASSETS                                                                         LIABILITIES
                                                                                 Working Capital                                                   5.132
                                                                                 Earnings of Discontinued Ops.        (11.043)                -                    -                     -          -        -          -
Net (Inc.) Dec. in Loans Originated/Sold                                     -    Cash and Other Equivalents                                        3.025
                                                                                  Net Income                         (12.178)           (0.221)               2.170                  3.589      5.191    6.866      8.462
Other Investing Activities                                               0.008    Net Working Capital                                               2.107       Total Liabilities                                       -
 Cash from Investing                                                   (1.004)


Short Term Debt Issued                                                       -
Long-Term Debt Issued                                                        -
Total Debt Issued                                                            -
Short Term Debt Repaid                                                       -
                                                                                                                                                                Common Stock                                        0.106
Long-Term Debt Repaid                                                        -
                                                                                                                                                                Additional Paid In Capital                         17.820
Total Debt Repaid                                                            -
                                                                                 Gross Property, Plant & Equipment                                  0.294       Retained Earnings                                 (16.225)
                                                                                 Accumulated Depreciation                                          (0.134)      Treasury Stock                                           -
Issuance of Common Stock                                                 2.439
                                                                                  Net Property, Plant & Equipment                                  0.160        Comprehensive Inc. and Other                        5.491
                                                                                                                                                                 Total Common Equity                                7.192
Total Dividends Paid                                                         -
                                                                                 Long-term Investments                                                   -
                                                                                 Goodwill                                                                -      Total Equity                                        7.191
Special Dividend Paid                                                        -
                                                                                 Deferred Charges, LT                                               1.899
Other Financing Activities                                                   -
                                                                                 Other Long-Term Assets                                                  -
 Cash from Financing                                                    2.439
                                                                                 Total Assets                                                      7.191        Total Liabilities And Equity                        7.191
        14
 Net Change in Cash                                                     2.073
Valuation
                                                    Assumption for comparables:
             Investment specifications              Since the main competitors are private companies, we chose
Entry year                                 2011     the closest public companies that are considered peers
Exit year                                  2015
                                                                                    PROFILE SYSTEMS & ACTEO STREAMWI 3L System
Implied investment period                     4     Valuation ratios        SRT       SOFTWARE SA     S S.A. DE S.A. Aktiebolag

Number of shares (in millions)             105.9   PE ratio                20.18x          47.01x              7.08x    17.17x       38.80x

Investment (£m)                             18.8   EV/EBITDA               21.90x          4.13x               4.58x     7.07x       10.50x

Target IRR (%)                               20    EV/Sales                4.78x           0.63x               0.56x     2.15x        1.04x

                                                   Market Cap/Book
 Enterprise value (entry                           Value of Equity         6.09x           12.87x              8.69x    71.15x        1.69x
       and exit)                    2011   2015    Return on Assets
                                                   (ROA)                    28%                1%              12%        16%             4%
EBITDA (£m)                          2.0     8.0
                                                     80.00x
EV/EBITDA                           20.4    20.4
                                                     70.00x
                                                                                                                                    SRT
EV (£m)                             40.8   163.2     60.00x
                                                     50.00x
                                                     40.00x
             Pre/Post-money valuation                                                                                               PROFILE
                                                                                                                                    SYSTEMS &
                                                     30.00x
                                                                                                                                    SOFTWARE
Pre-money valuation (£m)                    43.8     20.00x                                                                         SA
                                                     10.00x                                                                         ACTEOS S.A.
Required equity ownership (%)                30
                                                      0.00x
New shares to issue (in millions)           45.4                PE ratio           EV/EBITDA        EV/Sales     Market Cap/Book
                                                                                                                  Value of Equity
Updated price per share                     0.41

  15
Investment Returns &
Sensitivity Analysis
                                          Base case                                                                       Stressed case
                                                       IRR                                                                                IRR
                                      2014            2015                2016                                          2014             2015               2016
             19.4x                    34.6%           31.4%               28.3%                 19.4x                   18.1%            17.9%              17.0%
             20.4x                    36.4%           32.7%               29.4%                 20.4x                   19.6%            19.0%              17.9%
             21.4x                    38.3%           34.1%               30.4%                 21.4x                   21.1%            20.1%              18.8%

                                Enterprise Value (£m) Sensitivities                                               Enterprise Value (£m) Sensitivities
                                                   WACC                                                                              WACC
                                    13.0%     14.0%    15.0%      16.0%      17.0%                                    13.0%     14.0%    15.0%      16.0%     17.0%




                                                                                             Terminal growth
          Terminal growth




                            2.0%     34.9      31.2     28.1       25.5       23.2                             2.0%    18.8      16.8     15.1       13.7      12.5
                            2.5%     36.0      32.0     28.7       26.0       23.6                             2.5%    19.3      17.2     15.4       14.0      12.7




                                                                                                  rate
               rate




                            3.0%     37.1      32.9     29.4       26.5       24.1                             3.0%    19.9      17.6     15.8       14.2      12.9
                            3.5%     38.3      33.8     30.1       27.1       24.5                             3.5%    20.5      18.1     16.2       14.6      13.2
                            4.0%     39.7      34.8     30.9       27.7       25.0                             4.0%    21.3      18.7     16.6       14.9      13.4

                                  Operational Assumptions                                                            Income Statement Forecast
          45.0%                                                             Sales            40.0
          40.0%                                                             Growth(B         35.0
                                                                            ase)                                                                               Revenue
          35.0%                                                             Sales            30.0
                                                                            Growth(St
          30.0%
                                                                            ress)            25.0
                                                                            EBITDA
% Sales




          25.0%                                                                                                                                                EBITDA
                                                                            Margin(B         20.0
                                                                                        £m


          20.0%                                                             ase)
                                                                            EBITDA           15.0
          15.0%                                                             Margin(St
                                                                                             10.0                                                              Net
          10.0%                                                             ress)
                                                                            Capex(Ba                                                                           Income
                                                                                              5.0
           5.0%                                                             se)
           0.0%                                                                               0.0
                                                                            Capex(Str
                                                                            ess)             -5.0




   16
Legal and Financial
Structure
 Legal Structure                                      Financial Structure
    Dividends:The Series A Preferred Stock will
     carry no dividends                                  Type of Shares: Series A Preferred Stock
    Liquidation Preference:In the event of any          Number of Shares: 105.9 million shares
     liquidation, the proceeds shall be paid in the
     following order :the holder of the Series           Investor: Sky Partners Ltd (the
     APreferred stock. After receiving this Initial       “Investors”)
     Liquidation Amount all the assets will
     proportionally be distributed among the             Investment Amount: £18.8 million
     holders of the Preferred Stock and the              Number of New Shares: 45.4 million
     Common Stocks.
                                                          shares
    Redemption Rights: Investors will have the
     right to redeem from the Company at any             Price per Share: £0.41
     point in time.
                                                         Pre –money valuation: £43.8 million
    Conversion: convertible with initial
     conversion ratio 1:1                                Expected Closing Date: On or before
    Anti-Dilution Provisions: full ratchet anti          September 1st 2012 if all conditions are
     dilution                                             met
    Voting Rights: Preferred shares holders and
     common shares holders are entitled to one
     vote on all the issues faced by stockholders..
    Board of Directors: 6 members, with 3
     directors appointed by the holder of the
     Preferred Stock.




17
Sources and Uses of
Funds
          Source of funds:                                    Uses of funds:
          Sky Partners investment (£m):18.8                      Marketing (£m): 0.6
                 Shareholder loan:12.5                          Acquisition (£m): 17.9
                 Ordinary equity: 6.3                           Human resources (£m): 0.9

     The main uses of the investment capital will be dedicated to the acquirement of the equity. Also, a part of
     this capital should be used to market SRT products to a wider audience. Finally, an efficient HR network
     should be established in order to enhance the company’s recruiting abilities and improve its employment
     management.




18
Shareholders Table
Assumption
50.1% of the company’s shares are in public hands and are traded regularly. For the
   purpose of this project, we will assume that the remaining 49.9% are actually 100%
   of the stocks. We will therefore consider 52.6 of the 105.9 million shares

                   Pre-investment shareholder table                       Post-investment shareholder table

         Significant shareholders    Shares held % holding      Significant shareholders     Shares held % holding

                                                              Sky Partners                   22,552,041        30.0
       Simon Rogers                   13,508,900       25.7   Simon Rogers                    13,508,900       18.0

       Jonathan Horne                 10,746,400       20.4   Jonathan Horne                  10,746,400       14.3

       TD Waterhouse Group             7,247,740       13.8   TD Waterhouse Group              7,247,740        9.6

       Investec Asset Management       5,892,850       11.2   Investec Asset Management        5,892,850        7.8

       Barclays                        5,782,219       11.0   Barclays                         5,782,219        7.7

       Selftrade                       4,743,319        9.0   Selftrade                        4,743,319        6.3

       Gartmore Investment                                    Gartmore Investment
       Management                      4,700,000        8.8   Management                       4,700,000        6.3

       Total                         52,621,428       100.0   Total                          75,173,469       100.0


Note: If we include the omitted 50.1% of shares, Sky partners will therefore require the issuance of
   45.4 millions shares in order to acquire 30% of the company. The outstanding number of shares
   would therefore be 151.3 million
 19
Risks
General risks
    Strong correlation with the underlying market
        SRT’s share price may be affected by market conditions regardless of its performance.
         Specifically, the company shares may be exposed to the state of the technology sector

Company relatedrisks
    Dependence on customers
        The company relies on key customers in order to produce the final version of their products
         and are therefore exposed to the customer’s failure to deliver
    Intellectual property protection/infringement
        SRT’s main product is technology which could be easily reversed engineered by another
         company in case of failure to protect its intellectual property rights
        SRT is sensible to infringement of other companies’ patents and may as a result sustain
         damaging legal proceedings
    Overseas customers
        The majority of SRT’s client base is located overseas, which exposes the company to foreign
         policies, local competition and additional costs
    Dependence on key executives
        Some of the current executives of the company are also the company’s founders. Their
         departure from the firms may significantly hinder the company’s output



    20
SWOT Analysis
Strengths                                                Weaknesses
    Modern, cost-effective and high-performing             Small company with limited production
     products                                                capabilities
    Full range of modern AIS equipment                     Dependence on customers for finalization of
    Accumulation of over 5 years of research on the         products
     sector                                                 Exposure to intellectual property rights and
                                                             infringement
    Extended supply network through 40 global
     customers                                              Overseas customers entailing potential unexpected
                                                             costs and policies




Opportunities                                            Threats
    IMO-introduced SOLAS: carrying AIS equipment           Exposure to the performance of the technology
     mandatory                                               sector as well as technological advancements in
                                                             the AIS sector
    Also, diverse international and local mandates
     concerning AIS carriage requirements: nearly 1         Exposure to unexpected new competition
     million vessels to be affected                         International risks:
    SRT’s experience in developing AIS technology
                                                                   Political (trading policies)
     places it in an ideal position to supply approved
     AIS products                                                  Economical (taxes, other costs)




    21
References
    The SRT and SRT Marine websites
    World Trade Organization
    International Maritime Organization
    SRT admission document, Risk Factors
    Thomson-Reuters, Bloomberg
    Competitors websites




    22

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Investment Proposal Final

  • 1. Group 4 members: George Abu Nader(Investment Proposal) CID: 00700155 Dmitry Tokarev(Investment Model) CID:0072847 Farah Najjar(Term Sheet) CID:00697089 Software Radio Technology Plc(AIM:SRT) Investment Opportunity
  • 2. Contents 1. Executive Summary 12. Valuation 2. Company 13. Investment Returns & 3. Products Sensitivity Analysis 4. Customers 14. Legal and Financial 5. Market Structure 6. Competition 15. Sources and Uses of Funds 7. Business Model 16. Capitalization 8. Strategy & Positioning Shareholders Table 9. Opportunity 17. Risks 10. Management 18. SWOT Analysis 11. Financial Overview 2
  • 3. Executive Summary(1/2) Company Competition and business model Management Software Radio Technology specializes Competition’s equipment is usually old All SRT executive have extensive in research and development of and expensive. Also, they do not experience in the fields defining marine identification systems as cover the full range of AIS their position. Some of them are equipment. Through focus on well as wireless radio technologies research and reliance on its clients also founders of the company for effective distribution, SRT has consolidated its status the main supplier of marine recognition Financial overview equipment From 2005 till 2009, extensive focus on research explained low returns. Strategy and positioning Revenues subsequently increased Products significantly when the company Although the company has a perfected its technology while SRT provides a complete range of OEM remarkable lead in the AIS products, PCA modules and turn- acquiring a reliable client base technology sector, they are key products that are used in AIS continuously focusing on research across the world systems and can be finalized by in order to improve its current the customer product range. They are also looking to enlarge their SRT income per year (£m) distribution network 10.00 Market and customers 9.00 8.00 SRT currently deals with 40 customers Opportunity 7.00 across the world. New mandates A number of mandates (such as the 6.00 imposing the presence of AIS SOLAS convention instituted by the 5.00 4.00 equipment on board of vessels are IMO) will impose the carriage of 3.00 going to be instituted and may AIS equipment. Thus, all SOLAS- 2.00 drastically increase SRT’s client affected vessels will increase the 1.00 - base targeted market segment size 2006 2007 2008 2009 2010 2011 2012 3
  • 4. Executive Summary(2/2) Comparables We propose investing £18.8 m in the company over a PROFILE SYSTEMS & ACTEOS STREAMWI 3L System period of 4 years. The Valuation ratios SRT SOFTWARE SA S.A. DE S.A. Aktiebolag target IRR is 20% and proposed equity PE ratio 20.18x 47.01x 7.08x 17.17x 38.80x acquirement is 30%. EV/EBITDA 21.90x 4.13x 4.58x 7.07x 10.50x Since that the company has EV/Sales 4.78x 0.63x 0.56x 2.15x 1.04x currently issued a total of 105.9 million shares, this Market Cap/Book will entails the issuance of Value of Equity 6.09x 12.87x 8.69x 71.15x 1.69x 45.4 shares for Sky Return on Assets Partners. (ROA) 28% 1% 12% 16% 4% Risks Enterprise value (entry and exit) 2011 2015  Strong correlation with the underlying market EBITDA (£m) 2.0 8.0  Dependence on customers EV/EBITDA 20.4 20.4  Intellectual property protection/infringement EV (£m) 40.8 163.2 Uses of funds:  Overseas customers  Marketing (£m): 0.6  Dependence on key executives  Acquisition (£m): 17.9  Human resources (£m): 0.9 4
  • 5. Company  SRT engages in the research and development Key Historical highlights: of wireless radio communication technologies and products for the identification and tracking of land or maritime based assets in the United Kingdom 0.7M USD Chinese AIS orders - Feb 11 Strategic AIS agreement  It is a leading supplier of Marine Automatic 1.2M USD AIS orders Identification System which is primarily used Placing to raise 2.5M GBP for maritime vessel identification and tracking, Class A transceiver approvals received and homeland security applications First orders of AIS Class A transceiver  Provides customers with a wide range of - Oct 09 products such as PCA modules, OEM product, and turn-key product which can be subsequently finalized without risk FCC approves AIS Class B technology - Jun 08  Office Location: Bath, England, UK  Foundation year: 2005 Placing to raise 4M GBP  Employees: 31 Agreement with Saab Transponder - Jan 07 Tech  2011 Revenues: £9.52M Placing to raise 4.25M GBP  Cash position: £3M  Debt position: £1.5M Admission to AIM raising 3.5M GBP - Sept 05 5
  • 6. Products All of the following products except for the identifier and the MOB allow for 2 variants:  OEM Product: A “black box” product which is fully tested and ready to use. Shape and enclosure may vary  PCA Module: Fully tested module that can be easily integrated into the customer’s system SRT also provides technology licenses where completes technologies are sold to the customers for development and manufacturing. They also offer turn-key product development where they closely work with customer engineers in order to develop a specific product 1- AIS Class A 5- SART 6 Constantly transmits and 5 The AIS SART provided by SRT receives information from 7 outperforms the standard other Class A or B equipped SARTS vessels and displays it on the chart plotter 6- Identifier Enables water craft of any 2- AIS Class B size and type to be tracked Cost effective and reliable using AIS version of the AIS Class A 1 8 7- Aids to Navigation 3- Receiver Provides multiples features Processes the outgoing facilitating the navigation message of the client vessel process and decodes incoming AIS messages 4 3 8- MOB standard MOB safety and 4- Antenna Splitter security device which 2 Enables any AIS device and combines multiple VHF radio to share a single technologies, AIS and Satellite antenna Source: Company Data 6
  • 7. Market  Mandates impacting over 1 million vessels across Timing deadline Vessels impacted the markets of China, Korea, India, Turkey, the US and EU are either underway or are pending 1st July 2002 All vessels of 300 gross tonnage (and more) engaged on international trade  Under the Safety of Life at Sea Convention (SOLAS) All vessels of 500 gross tonnage (and more) not introduced by IMO, carriage equipments for engaged on international trade approved AIS equipment became mandatory All passenger vessels  This requirement only applies to vessels subject to All new builds the SOLAS convention. Also, several newly introduced regional and country-specific mandates 1st July 2003 Passenger vessels constructed before 1st July expanded the AIS carriage requirement. Thus, a 2002 larger selection of vessels should now carry Tanker vessels constructed before 1st July 2001 approved AIS equipment. 1st July 2004 Tanker vessels of 50kgross tonnage (and more)  In response, demand for Class B transponders constructed before 1st July 2002 increased 1st July 2005 Tanker vessels of 10k-50kgross tonnage (and World merchandise exports volumes, 1950- more) constructed before 1st July 2002 2010 140 1st July 2006 Tanker vessels of 3k-10kgross tonnage (and more) constructed before 1st July 2002 120 100 1st July 2007 Tanker vessels of 0.3k-3kgross tonnage (and 80 more) constructed before 1st July 2002 Source: International Maritime Organization 60 40 1st July long lasting increasing trend inengagedexports will  A 2008 All other vessels not global on international inevitably lead to a higher demand of vessels trade 20  This demand, combined with global and regional 0 mandate requirements, could increase demand for 1940 1950 1960 1970 1980 1990 2000 2010 2020 approved AIS equipment Source: World Trade Organization 7
  • 8. Customers SRT recently tied up a strategic partnership agreement Existing mandates Estimated no. of Timing deadline with India-based Elcom Marine Services units Notable customers: Turkey 15,000 2011  SRT recently signed a $1.25M worth contract with Transas Navigator European Inland 25,000 2012 Waterways  In 2011, 3 new customers signed contracts with SRT European Fishing 40,000 2013 to use their products in projects they are tendering  In 2007, Wright Designs: co-developing OEM TETRA China 550,000 2015 professional mobile radio  Unimo Technology ordered $60M worth of TETRA South Korea 92,000 2013 handsets India 300,000 N/A  In 2006, SRT signed a TETRA technology license agreement with an established OEM manufacturer in Pending mandates Taiwan  In 2006, SRT, through Tianjin Communication & USA 27,000 N/A Broadcasting Group Corporation, received a TETRA Source: Company Data handset order from the Chinese Government Depending on the number of mandate-abidingvessels,the above table reveals a multitude of new potential customers over the next 3 years 8
  • 9. Competition  The main focus of SRT lies in SRT competitive advantages: the development of Class B market: products, modules and other  More modern equipment smaller technologies used in the in size establishment of AIS systems.  Better performance at lower The following are among SRT’s  The company’s transponders price main competitors called easyAIS  The company provides the full  SRT is the only company that  Weatherdock also supplies other range of AIS products provides a full range of AIS AIS products products. Nevertheless, several  SRT has invested in research for other companies provide over 5 years and thus has specific products accumulated better knowledge Class A market: of the technology  AMEC offers class A and B transponders (CAMINO) but is  Extensive global network made  Produces naval radar systems mostly specialized in the latter of 40 customers that provide SRT with unparalleled access to all and a wide range of maritime  It also provides a wide range of addressable markets security systems AIS equipment  Mostly engaged in the military sector  Produces the MA-500TR and MXA-  The Furuno transponder is called 5000 transponders FA-150  Mostly involved in maritime  The company covers other naval communication equipment sectors such as fishing and SRT shortcomings: communication equipment  Smaller firm compared to some multinational rivals 9
  • 10. Business Model Focus on research Extensive distribution network • SRT has accumulated more than 5 years of  SRT is represented by 40 customers in key research and development into radio-based territories for AIS technology wireless technologies • The company remainsheavily focused on  Each customer has its own brand and sales R&D. It It continues to invest in R&D with channel, but the technological platforms or £3m forecast in the next 18 months and a key components originate from SRT widening of its product range  The company can therefore efficiently reach • SRT’s concentrates its core expertise in markets subject to local mandates developing next generation products lines  SRT is thus increasingly generating revenue • Outsourcing of manufacturing end product from non-UK companies  SRT delivers a range of low-cost, high-performance core technology platforms  These platforms are subsequently converted into a range of turn-key OEM solutions and modules that are used in marine identification, digital PMR and tracking markets  SRT currently produces a range of 30 products  On Nov 11th SRT raised £2.5m (gross) via an equity placing for the purpose of expanding working capital in order to address increased AIS demand; subsequent orders grew to total $8.1m (Dec 6th 2010)  Strategy: entering an accelerated sales phase 10
  • 11. Strategy & Positioning Enhancing distribution •Through its distribution IP-based product development Remain the network, SRT targets territories •SRT’s product range is based on 4 leading provider where AIS mandates have been group-owned IP core modules of vessel announced identification •These modules must comply with and tracking •It also, benefits its presence in the AIS and International Electro products based key market verticals of shipping technical Commission standards on AIS > Increase in the distribution > Focus on R&D technology network Product Details Expanding addressable markets & 2011 product 2012 product development development (E) building recurring revenue Class A Used in larger commercial vessels Next generation Dual mode •Investment in R&D is estimated at Retail point: 2k-5k Class B module SAT/AIS 2.5M GBP p.a. over the next 2 transponder USD years Class B Used in smaller Next generation MOB (Man over > Thus SRT is expected increase its Class B OEM Board) OEM commercial and leisure vessels product range and reduce its Class A engine & Tracking safety Retail point: 0.5k- dependency on the current one chart plotter & security 1.5k USD service Extended range Receiver Used in non- Product portfolio snapshot 12W Class B mandated applications Product development schedule Identifier Retail point: 0.2k- Source: Company Data SART and AtoN Source: Company Data, Arbuthnot Estimates 0.6k USD OEM 11
  • 12. Opportunity  Opportunity: AIS is becoming mandatory for global shipping  The 2002 International Maritime Organization (IMO) mandate on large vessels has established AIS as a global technology standard. AIS is currently being deployed, impacting some hundreds of thousands of vessels of all sizes and types  More than 1,000,000 vessels will be affected by the SOLAS convention and other mandates  SRT is established as the leading provider of AIS core technologies and products globally, with two types of AIS as either a module or chipset board; Class A and Class B. It has also recently developed a lower-power version for light vessels such as fishing boats  Although SRT supplies hardware, its core expertise lies in the development of the software required to integrate complex AIS communications and data streams  There could potentially be a worldwide market for some 250,000 Class A large vessels (bulk carriers, dry cargo vessels, container vessels, tankers, LPG's, LNG's, and cruise ships), worth some £84m annually  The market for leisure craft and smaller vessels (Class B AIS) is estimated at a further £45m annually, bringing the total to just under £130m, with ancillary services taking this sum to £155m (DSCE) 12
  • 13. Management Simon Tucker Richard Hurd Simon Rogers Chief executive officer Chief financial officer Chairman  Joined SRT in Jan 2009 as  Founder investor in SRT financial controller  Early career in FMCG brand  Appointed to the Board in management and Nov 2009 MarketResearch  ACA qualified accountant  Worked as UK Marketing  many years of combined Director of software commercial and professional company Lotus Development practice experience  Director of Electronic Media  Joined SRT in 2002 Neil Peniket Andrew Lapping  Appointed to the Board as Chief operations officer Non-executive director Commercial Director in 2004  Member of the SRT plc Audit and CEO in 2008  Joined SRT in 2004 Committee and the  Transformed a non- Nomination Committee  Responsible for the delivery profitable research firm into  Managing director of The a lucrative business of all technology and Hamilton Portfolio Limited  Over 15 years experience of product developments  Member of the Chartered creating, building and  Worked in the electronics Institute of Taxation and running international industry for 12 years non-executive director of a businesses number of companies  Chartered electrical engineer 13
  • 14. Financial Overview Cash Flow Statement as of: March 31 2011, (£m) Income statement, (£m) Fiscal year ending 2009 2010 2011 2012 2013 2014 2015 Net Income 2.170 Revenue 2.516 3.558 9.155 12.817 17.302 21.455 24.888 Depreciation & Amort. 0.069 Growth Over Prior Year % 0.152 0.414 1.573 0.400 0.350 0.240 0.160 Depreciation & Amort., Total 0.069 Other Revenue - - - Total Revenue 2.516 3.558 9.155 12.817 17.302 21.455 24.888 Other Amortization 0.578 (Gain) Loss From Sale Of Assets - Cost Of Goods Sold 1.566 2.180 4.725 6.665 8.651 10.298 11.448 Gross Profit 0.951 1.378 4.430 6.152 8.651 11.157 13.439 Asset Writedown & Restructuring Costs - Selling General & Admin Exp. 2.224 1.876 2.397 2.563 3.460 4.291 4.978 Stock-Based Compensation 0.103 Stock-Based Compensation 0.042 0.022 0.103 - - - - Net Cash From Discontinued Ops. - R & D Exp. - - - - - - - Other Operating Activities (0.008) Depreciation & Amort. - - - - - - - Other Operating Expense/(Income) - (0.187) - Change in Acc. Receivable (1.419) Change In Inventories (1.016) Other Operating Exp., Total 2.266 1.712 2.500 2.563 3.460 4.291 4.978 Change in Acc. Payable 0.161 Operating Income (1.316) (0.334) 1.930 3.589 5.191 6.866 8.462 Change in Other Net Operating Assets - Interest Expense - - - - - - - Cash from Ops. 0.638 Interest and Invest. Income 0.033 0.002 0.008 - - - - Net Interest Exp. 0.033 0.002 0.008 - - - - Capital Expenditure (0.105) Currency Exchange Gains (Loss) - (0.066) - - - - - Sale of Property, Plant, and Equipment - EBT Excl. Unusual Items (1.282) (0.398) 1.938 3.589 5.191 6.866 8.462 Cash Acquisitions - Gain (Loss) On Sale Of Assets - 0.012 - Divestitures - EBT Incl. Unusual Items (1.282) (0.386) 1.938 3.589 5.191 6.866 8.462 Sale (Purchase) of Intangible assets (0.907) Income Tax Expense (0.148) (0.166) (0.232) Balance Sheet as of: March 31 2011, (£m) - - - - Invest. in Marketable & Equity Securt. - Earnings from Cont. Ops. (1.134) (0.221) 2.170 3.589 5.191 6.866 8.462 ASSETS LIABILITIES Working Capital 5.132 Earnings of Discontinued Ops. (11.043) - - - - - - Net (Inc.) Dec. in Loans Originated/Sold - Cash and Other Equivalents 3.025 Net Income (12.178) (0.221) 2.170 3.589 5.191 6.866 8.462 Other Investing Activities 0.008 Net Working Capital 2.107 Total Liabilities - Cash from Investing (1.004) Short Term Debt Issued - Long-Term Debt Issued - Total Debt Issued - Short Term Debt Repaid - Common Stock 0.106 Long-Term Debt Repaid - Additional Paid In Capital 17.820 Total Debt Repaid - Gross Property, Plant & Equipment 0.294 Retained Earnings (16.225) Accumulated Depreciation (0.134) Treasury Stock - Issuance of Common Stock 2.439 Net Property, Plant & Equipment 0.160 Comprehensive Inc. and Other 5.491 Total Common Equity 7.192 Total Dividends Paid - Long-term Investments - Goodwill - Total Equity 7.191 Special Dividend Paid - Deferred Charges, LT 1.899 Other Financing Activities - Other Long-Term Assets - Cash from Financing 2.439 Total Assets 7.191 Total Liabilities And Equity 7.191 14 Net Change in Cash 2.073
  • 15. Valuation Assumption for comparables: Investment specifications Since the main competitors are private companies, we chose Entry year 2011 the closest public companies that are considered peers Exit year 2015 PROFILE SYSTEMS & ACTEO STREAMWI 3L System Implied investment period 4 Valuation ratios SRT SOFTWARE SA S S.A. DE S.A. Aktiebolag Number of shares (in millions) 105.9 PE ratio 20.18x 47.01x 7.08x 17.17x 38.80x Investment (£m) 18.8 EV/EBITDA 21.90x 4.13x 4.58x 7.07x 10.50x Target IRR (%) 20 EV/Sales 4.78x 0.63x 0.56x 2.15x 1.04x Market Cap/Book Enterprise value (entry Value of Equity 6.09x 12.87x 8.69x 71.15x 1.69x and exit) 2011 2015 Return on Assets (ROA) 28% 1% 12% 16% 4% EBITDA (£m) 2.0 8.0 80.00x EV/EBITDA 20.4 20.4 70.00x SRT EV (£m) 40.8 163.2 60.00x 50.00x 40.00x Pre/Post-money valuation PROFILE SYSTEMS & 30.00x SOFTWARE Pre-money valuation (£m) 43.8 20.00x SA 10.00x ACTEOS S.A. Required equity ownership (%) 30 0.00x New shares to issue (in millions) 45.4 PE ratio EV/EBITDA EV/Sales Market Cap/Book Value of Equity Updated price per share 0.41 15
  • 16. Investment Returns & Sensitivity Analysis Base case Stressed case IRR IRR 2014 2015 2016 2014 2015 2016 19.4x 34.6% 31.4% 28.3% 19.4x 18.1% 17.9% 17.0% 20.4x 36.4% 32.7% 29.4% 20.4x 19.6% 19.0% 17.9% 21.4x 38.3% 34.1% 30.4% 21.4x 21.1% 20.1% 18.8% Enterprise Value (£m) Sensitivities Enterprise Value (£m) Sensitivities WACC WACC 13.0% 14.0% 15.0% 16.0% 17.0% 13.0% 14.0% 15.0% 16.0% 17.0% Terminal growth Terminal growth 2.0% 34.9 31.2 28.1 25.5 23.2 2.0% 18.8 16.8 15.1 13.7 12.5 2.5% 36.0 32.0 28.7 26.0 23.6 2.5% 19.3 17.2 15.4 14.0 12.7 rate rate 3.0% 37.1 32.9 29.4 26.5 24.1 3.0% 19.9 17.6 15.8 14.2 12.9 3.5% 38.3 33.8 30.1 27.1 24.5 3.5% 20.5 18.1 16.2 14.6 13.2 4.0% 39.7 34.8 30.9 27.7 25.0 4.0% 21.3 18.7 16.6 14.9 13.4 Operational Assumptions Income Statement Forecast 45.0% Sales 40.0 40.0% Growth(B 35.0 ase) Revenue 35.0% Sales 30.0 Growth(St 30.0% ress) 25.0 EBITDA % Sales 25.0% EBITDA Margin(B 20.0 £m 20.0% ase) EBITDA 15.0 15.0% Margin(St 10.0 Net 10.0% ress) Capex(Ba Income 5.0 5.0% se) 0.0% 0.0 Capex(Str ess) -5.0 16
  • 17. Legal and Financial Structure Legal Structure Financial Structure  Dividends:The Series A Preferred Stock will carry no dividends  Type of Shares: Series A Preferred Stock  Liquidation Preference:In the event of any  Number of Shares: 105.9 million shares liquidation, the proceeds shall be paid in the following order :the holder of the Series  Investor: Sky Partners Ltd (the APreferred stock. After receiving this Initial “Investors”) Liquidation Amount all the assets will proportionally be distributed among the  Investment Amount: £18.8 million holders of the Preferred Stock and the  Number of New Shares: 45.4 million Common Stocks. shares  Redemption Rights: Investors will have the right to redeem from the Company at any  Price per Share: £0.41 point in time.  Pre –money valuation: £43.8 million  Conversion: convertible with initial conversion ratio 1:1  Expected Closing Date: On or before  Anti-Dilution Provisions: full ratchet anti September 1st 2012 if all conditions are dilution met  Voting Rights: Preferred shares holders and common shares holders are entitled to one vote on all the issues faced by stockholders..  Board of Directors: 6 members, with 3 directors appointed by the holder of the Preferred Stock. 17
  • 18. Sources and Uses of Funds Source of funds: Uses of funds: Sky Partners investment (£m):18.8  Marketing (£m): 0.6  Shareholder loan:12.5  Acquisition (£m): 17.9  Ordinary equity: 6.3  Human resources (£m): 0.9 The main uses of the investment capital will be dedicated to the acquirement of the equity. Also, a part of this capital should be used to market SRT products to a wider audience. Finally, an efficient HR network should be established in order to enhance the company’s recruiting abilities and improve its employment management. 18
  • 19. Shareholders Table Assumption 50.1% of the company’s shares are in public hands and are traded regularly. For the purpose of this project, we will assume that the remaining 49.9% are actually 100% of the stocks. We will therefore consider 52.6 of the 105.9 million shares Pre-investment shareholder table Post-investment shareholder table Significant shareholders Shares held % holding Significant shareholders Shares held % holding Sky Partners 22,552,041 30.0 Simon Rogers 13,508,900 25.7 Simon Rogers 13,508,900 18.0 Jonathan Horne 10,746,400 20.4 Jonathan Horne 10,746,400 14.3 TD Waterhouse Group 7,247,740 13.8 TD Waterhouse Group 7,247,740 9.6 Investec Asset Management 5,892,850 11.2 Investec Asset Management 5,892,850 7.8 Barclays 5,782,219 11.0 Barclays 5,782,219 7.7 Selftrade 4,743,319 9.0 Selftrade 4,743,319 6.3 Gartmore Investment Gartmore Investment Management 4,700,000 8.8 Management 4,700,000 6.3 Total 52,621,428 100.0 Total 75,173,469 100.0 Note: If we include the omitted 50.1% of shares, Sky partners will therefore require the issuance of 45.4 millions shares in order to acquire 30% of the company. The outstanding number of shares would therefore be 151.3 million 19
  • 20. Risks General risks  Strong correlation with the underlying market  SRT’s share price may be affected by market conditions regardless of its performance. Specifically, the company shares may be exposed to the state of the technology sector Company relatedrisks  Dependence on customers  The company relies on key customers in order to produce the final version of their products and are therefore exposed to the customer’s failure to deliver  Intellectual property protection/infringement  SRT’s main product is technology which could be easily reversed engineered by another company in case of failure to protect its intellectual property rights  SRT is sensible to infringement of other companies’ patents and may as a result sustain damaging legal proceedings  Overseas customers  The majority of SRT’s client base is located overseas, which exposes the company to foreign policies, local competition and additional costs  Dependence on key executives  Some of the current executives of the company are also the company’s founders. Their departure from the firms may significantly hinder the company’s output 20
  • 21. SWOT Analysis Strengths Weaknesses  Modern, cost-effective and high-performing  Small company with limited production products capabilities  Full range of modern AIS equipment  Dependence on customers for finalization of  Accumulation of over 5 years of research on the products sector  Exposure to intellectual property rights and infringement  Extended supply network through 40 global customers  Overseas customers entailing potential unexpected costs and policies Opportunities Threats  IMO-introduced SOLAS: carrying AIS equipment  Exposure to the performance of the technology mandatory sector as well as technological advancements in the AIS sector  Also, diverse international and local mandates concerning AIS carriage requirements: nearly 1  Exposure to unexpected new competition million vessels to be affected  International risks:  SRT’s experience in developing AIS technology  Political (trading policies) places it in an ideal position to supply approved AIS products  Economical (taxes, other costs) 21
  • 22. References  The SRT and SRT Marine websites  World Trade Organization  International Maritime Organization  SRT admission document, Risk Factors  Thomson-Reuters, Bloomberg  Competitors websites 22