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Shoraka Digital Ventures and Yayasan Hijrah Selangor Ink Strategic Collaboration Deal

Launched in 2019, Beema is a joint venture between ENOC Group and BCG Digital Ventures.
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Beema launches a usage based car insurance program

Frontier Digital Ventures Raises $40m to fully own Encuentra24
Frontier Digital Ventures ( FDV ) announces a $40 million capital raising to increase its stake in Encuentra24 (E24) to 100 per cent
The company entered sale agreements with OLX Group and the founders of E24 to purchase their respective interests in the classifieds marketplace
E24 is a classified marketplace with a presence in five Latin America markets and FDV says full ownership allows it to consolidate its position in this region
The capital raising includes a $35 million placement which will partially fund the acquisition price and a $5 million share purchase plan
On the market today, FDV is down 4.11 per cent and trading at $1.52 per share
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Frontier Digital Ventures: Raises $40m to fully own Encuentra24

12/16/2021 | 05:59pm EST
Message :
17 DECEMBER 2021
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICES AND DISCLAIMER
Important notices and disclaimer
This investor presentation (Presentation) is dated 17 December 2021 and has been prepared by Frontier Digital Ventures Ltd (ABN 25 609 183 959) (Frontier). By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you onlyacknowledge and agree to the terms set out below. This Presentation has been prepared in relation to:
• Frontier's acquisition (the Acquisition) of all of the share capital in Encuentra24.com AG (E24) which it does not already own. • a placement of new fully paid ordinary shares in Frontier (New Shares) to institutional investors and certain existing institutional shareholders under section 708A of the Corporations Act 2001 (Cth) (Corporations Act) as modified by Australian Securities and Investments Commission (ASIC) Corporations (Disregarding Technical Relief) Instrument 2016/73 (Placement); and
• an offer of New Shares to eligible Frontier shareholders in Australia and New Zealand under a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (SPP), (the Placement and the SPP together, the Offer). Summary information
This Presentation is for information purposes only and contains summary information about Frontier, its subsidiaries and its activities, which is current as at the date of this Presentation. It should be read in conjunction with Frontier's most recent financial report and Frontier's other periodic and continuous disclosure information lodged with the Australian Securities Exchange (ASX), which is available at www.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance
useshould not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, Frontier does not have any obligation to correct or update the content of this Presentation. C rtain information in this Presentation has been sourced from E24. As described further in the risk factors outlined on pages 35 - 40 of this Presentation, while steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Frontier nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications. Not financial product advice or offer
This Presentation does not and does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of New Shares. Any decision to buy or sell securities or other products should be made only after seeking appropriate financial advice. This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor. ersonal
Any investment decision should be made solely on the basis of your own enquiries. Before making an investment in Frontier, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs. Frontier is not licensed to provide financial product advice in respect of its shares. This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with ASIC or any other foreign regulator). This Presentation is not, and does not constitute, an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this Presentation may ot be distributed or released in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which Frontier has no obligation to do or procure) or are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws. Refer to pages 41 - 42 of this Presentation for further details about international offer restrictions. Investment risk
An investment in Frontier shares is subject to known and unknown risks, some of which are beyond the control of Frontier and its directors, including possible loss of income and principal invested. Frontier does not guarantee any particular rate of return or the performance of Frontier nor does it guarantee any particular tax treatment. You should have regard to the risk factors outlined on pages 35 - 40 of this Presentation when making any investment decision. Cooling off rights do not apply to the acquisition of New Shares. 2
Financial information
All financial information in this Presentation is in Australian dollars ($ or AUD) unless otherwise stated. This Presentation includes certain pro forma financial information. Any such pro forma historical financial information provided in this Presentation is for illustrative
only
purposes only and is not represented as being indicative of Frontier's views on its, nor anyone else's, future financial position and/or performance. Any pro forma historical financial information has been prepared by Frontier in accordance with the measurement and
recognition principles, but not the disclosure requirements, prescribed by the Australian Accounting Standards (AAS). In addition, the pro forma financial information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and
regulations of the U.S. Securities and Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X. Investors should be aware that certain financial measures included in this Presentation are 'non-IFRS financial information' under ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information' published by ASIC and also 'non-GAAP financial measures' within the
mea
ing of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards (IFRS). Such non-IFRS financial information/non-GAAP financial measures do not have a standardised
mea
ing prescribed by AAS or IFRS. Therefore, the non-IFRS financial information may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS
or IFRS. Although Frontier believes these non-IFRS financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-
GAAP financial measures included in this Presentation. Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. Past performance
Past performance, including past share price performance of Frontier or any other entity and pro forma financial information given in this Presentation, is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Frontier's views on its
use
future financial performance or condition. Past performance of Frontier and E24 cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of Frontier. Nothing contained in this Presentation nor any information made available to you
is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future. Future performance and forward-looking statements
This Presentation contains certain "forward-looking statements". The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward-looking
statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies that are
s bject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond thecontrol of Frontier, its directors and management. This includes statements about market and industry trends, which are based on interpretations
of c
rrent market conditions. You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.Forward-lookingstatements are
provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions
ersonal
on which these statements are based. These statements may assume the success of Frontier's business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Readers are
cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19, and except as required by law or regulation, none of
Frontier, its representatives or advisers assumes any obligation to update these forward-looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or
st tements in relation to future matters contained in this Presentation. The forward-looking statements are based on information available to Frontier as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of
Frontier, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or
outlook on, future earnings or financial position or performance are also forward-looking statements. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
3
Disclaimer
Bell Potter Securities Limited (ABN 25 006 390 772) and Morgans Corporate Limited (ABN 32 010 539 607) are acting as joint lead managers (Joint Lead Managers) to the Offer. To the maximum extent permitted by law, Frontier, the Joint Lead Managers and their respective related bodies corporate and affiliates, and their respective officers, directors, employees, agents and advisers:
• disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any loss arising from this Presentation or reliance on anything contained in or omitted from it or otherwise arising in connection
with this Presentation;
•
disclaim any obligations or undertaking to release any updates or revision to the information in this Presentation to reflect any change in expectations or assumptions; and
•
do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness of the information in this Presentation or that this Presentation contains all material information about Frontier or that a prospective investor or purchaser may
require in evaluating a possible investment in Frontier or acquisition of shares in Frontier, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement. You acknowledge and agree that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal requirements and the discretion of Frontier and the Joint Lead Managers and each of Frontier and the
J
int Lead Manager disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. useonly

Frontier Digital Ventures : Capital Raising Investor Presentation

12/16/2021 | 05:49pm EST
Message :
Increase in Encuentra24 ownership and capital raising
FDV has entered into agreements to acquire the remaining 73.7% interest in Encuentra24 to move to 100% ownership, consolidating FDV's position in the LATAM region
Encuentra24 is a leading general classifieds marketplace in 5 key LATAM markets, with strong positions in the property and auto verticals
Full ownership across FDV LATAM is expected to unlock the value of the region, through sharing of technology, IP and increased operating efficiencies
Institutional placement has successfully raised A$35.0m at an offer price of A$1.50 per share, with participation from emerging markets funds across North America, Asia and Europe
FDV is undertaking a share purchase plan to raise up to approximately A$5.0m at the same offer price as the placement, providing the opportunity for all shareholders to participate in the capital raising
Proceeds of the placement will be used to fund the upfront purchase consideration of Encuentra24 and provide balance sheet flexibility to fund M&A pipeline and deferred/contingent consideration
Transaction summary
Frontier Digital Ventures Ltd ("FDV" or the "Company") is pleased to announce that it is acquiring all the outstanding issued capital of Encuentra24 (E24) that it does not own from OLX Group and the E24 founders to move from 26.3% to 100% ownership. E24 is a leading general classifieds marketplace in 5 key LATAM markets: Panama, Costa Rica, Guatemala, Nicaragua and El Salvador. The marketplace has strong presence across key property and auto verticals, with limited competition across many markets. E24 has strong operating metrics - 9.6m monthly sessions and 1.4m leads in October 2021, providing significant monetisation opportunities. E24's annualised revenue for 3Q 2021 was A$8.8m with 3Q 2021 EBITDA of approximately A$0.2m (100% basis). FDV's Founder and CEO, Shaun Di Gregorio said:
"We are excited to be increasing our ownership in Encuentra24, where we believe there is significant potential to accelerate its revenue growth. This transaction is expected to unlock the value of FDV LATAM with 100% ownership and control, enabling the sharing of our transaction model IP and technology across the region. FDV LATAM represents a significant standalone business under FDV Group's proposed new regional structure, with an attractive long-term growth profile and optionality in relation to future value realisation opportunities. While always very mindful of dilution to existing shareholders, we saw this measured capital raising as an opportunity to broaden our shareholder base. We are grateful for the ongoing support shown by our institutional shareholders and are delighted to welcome several specialist emerging market funds from North America, Asia and Europe. Frontier Digital Ventures Ltd
39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia1 Tel: +60 3 2201 0790 www.frontierdv.com
For personal use only
We are pleased to provide our retail shareholders with an opportunity to participate in the capital raising at the same price as the institutional placement via the share purchase plan." Moving to 100% ownership in E24 consolidates FDV LATAM's position in the region, providing full control over the 4 wholly owned operating companies across 11 key markets. A key benefit of full control is the ability to facilitate greater sharing of FDV LATAM's highly scalable transaction model technology, with this sharing of intellectual property being a key enabler of FDV's strategy to accelerate revenue growth across the region and unlock the value of FDV LATAM. FDV also sees opportunities to optimise operating efficiencies relating to potential cost savings, including across finance, legal, HR and IT divisions. Additionally, the common language (Spanish) across FDV LATAM is expected to foster greater collaboration, innovation and knowledge sharing. FDV LATAM - 100% ownership to unlock the value of the region
Early traction with E24's Consumer-to-Consumer transaction initiatives provide a strong foundation to further accelerate property and auto transactions across E24's markets. Notably, E24 has 19 new property projects active and 112 in the pipeline. Currently, less than 0.5% of E24's revenue is from transactions, providing a transformational opportunity to augment its traditional classifieds base with transaction revenues. FDV sees a significant opportunity for E24 to follow in the footsteps of InfoCasas and its successful transaction revenue model, which utilises propretiary technology to power each step in the transaction journey. The increased shareholding in E24 follows on from key strategic acquisitions in the LATAM region. This includes the 100% acquisition of Fincaraiz (see announcement 'Strategic acquisitions and capital raising', 8 October 2020), 100% acquisition of Yapo (see announcement 'FDV acquires leading general classifieds portal in Chile', 25 February 2021) and FDV's move to 100% ownership of InfoCasas (see announcement 'FDV moves to 100% ownership of InfoCasas', 9 June 2021). Frontier Digital Ventures Ltd
39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia2 Tel: +60 3 2201 0790 www.frontierdv.com
For personal use only
Under the sale agreement with OLX Group, consideration for their 37.5% interest in E24 will comprise of upfront cash consideration of ~A$13.1m (US$9.2m). Under the sale agreement with the founders of E24, consideration for their 36.2% interest in E24 will comprise of a performance-basedearn-out based on revenue, EBITDA and cashflow targets for FY22. The founders of E24 will remain in their current positions and are expected to continue to manage the operations of the businesses through to the end of FY22. Details of the Capital Raising
The capital raising consists of a non-underwritten institutional placement of A$35.0m (Placement) and a non-underwritten share purchase plan to retail shareholders to raise up to approximately A$5.0m1 (SPP) to raise gross proceeds of up to A$40.0m (the Placement and SPP together, the Capital Raising). FDV intends to use the proceeds of the Placement for the following purposes:
Upfront cash consideration for OLX Group's 37.5% interest in E24: ~A$13.1m (US$9.2m)
Balance sheet flexibility to fund M&A pipeline and deferred / contingent consideration: ~A$21.9m (US$15.3m)
Proceeds from the SPP will be used for additional balance sheet flexibility. The offer price for the Capital Raising is A$1.50 per new fully paid ordinary share in FDV (New Shares) (Offer Price), which represents a:
5.1% discount to the closing price of FDV shares of A$1.58 on Tuesday, 14 December 2021 (being the last trading day prior to announcement of the Capital Raising);
2.3% discount to 15-day Volume Weighted Average Price (VWAP) of A$1.535 per share for the period ending on the last trading day prior to announcement of the Capital Raising. Up to approximately 26.7m New Shares will be issued under the Capital Raising and all shares issued will rank equally with existing FDV ordinary shares on issue. Vesparum Capital is acting as financial advisor, and Herbert Smith Freehills as legal advisor, to FDV in relation to the acquisition and Capital Raising. Bell Potter Securities and Morgans Corporate Limited are acting as Joint Lead Managers for the Capital Raising. Placement
The Placement to institutional, professsional and sophisticated investors closed on Thursday, 16 December 2021, raising gross proceeds of approximately A$35,000,000 (before transaction related costs), with 23,333,334 New Shares to be issued at the Offer Price, representing 6.8% of FDV's existing issued capital. The Placement has been made within FDV's existing 15% placement capacity under ASX Listing Rule 7.1. New Shares issued under the Placement are expected to settle on Wednesday, 22 December 2021, and commence trading the following day on Thursday, 23 December 2021. 1 FDV may decide to accept applications (in whole or in part) that result in the SPP raising more or less than this amount in its absolute discretion. Frontier Digital Ventures Ltd
39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia3 Tel: +60 3 2201 0790 www.frontierdv.com
use only
Share Purchase Plan
In addition to the Placement, the Company is pleased to offer a SPP to raise up to approximately A$5.0m. The SPP will be offered to holders of fully paid ordinary shares in FDV as at 7:00pm (AEDT) on Thursday, 16 December 2021 who have a registered address in Australia or New Zealand (Eligible Shareholders). The SPP recognises the ongoing support of FDV's retail shareholders and has been sized taking into consideration the make up of FDV's share register. FDV reserves the right to increase the size of the SPP or to scale back applications in its absolute discretion. Eligible shareholders will have the opportunity to subscribe for up to $30,000 worth of New Shares at the same Offer Price as under the Placement free of any brokerage, commission and transaction costs. The SPP offer is expected to open on Thursday, 23 December 2021. Further details about the SPP will be set out in the SPP offer booklet (Offer Booklet), a copy of which FDV expects to lodge with ASX and send to eligible shareholders on Thursday, 23 December 2021. The Offer Booklet will contain instructions on how to participate in the SPP. Application forms and payments are due by no later than Friday, 14 January 2021. Indicative Timetable*
For
*All dates are subject to change without notice and are indicative only. The commencement of trading and quotation of New Shares issued under the Placement and SPP is subject to confirmation from ASX. Unless otherwise specified, all dates and times refer to time in Melbourne, Australia. FDV reserves the right to amend any or all of these dates and times, subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws and regulations. In particular, FDV reserves the right to extend the closing dates for the SPP, to accept late applications under the SPP (either generally or in particular cases) and to withdraw the SPP without prior notice. Any extension of the SPP offer closing date may have a consequential impact on the date that New Shares are issued and commence trading on the ASX. FDV also reserves the right not to proceed with the SPP in whole or in part at any time prior to allotment and issue of the New Shares. In that event, the relevant application monies (without interest) will be returned in full to applicants. Applicants are encouraged to submit their personalised acceptance forms as soon as possible after the SPP offer opens. Further information
Further information on FDV's business, the Acquisition and the Capital Raising are set out in the Investor Presentation lodged separately with the ASX today. The Investor Presentation contains important information that shareholders should consider including key risks and foreign selling restrictions with respect to the Capital Raising. Any person considering an investment in FDV shares should read the investor presentation and seek their own independent advice before making any decision in this regard. Frontier Digital Ventures Ltd
39-8 The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia4 Tel: +60 3 2201 0790 www.frontierdv.com
For personal use only
- ENDS -
The release of this announcement was authorised by the Board of Directors of Frontier Digital Ventures Ltd.
For more information, please contact:
Company

Frontier Digital Ventures : Increase in Encuentra24 ownership and capital raising

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