AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Huddlestock Fintech

Investor Presentation May 5, 2021

3624_iss_2021-05-05_ec138b48-a488-4a23-b045-3c288b33647b.pdf

Investor Presentation

Open in Viewer

Opens in native device viewer

Acquisition of Visigon Nordic AB

Stavanger

5. May 2021

Important information and disclosures at the end of this presentation

Risk Factors 1/3

1.1 General

Investing in the Huddlestock Fintech AS (the Company) involves inherent risks. Prospective investors should consider, among other things, the risk factors set out below before making an investment decision. The risks described below are not the only ones facing the Company. Additional risks not presently known to the Company or that the Company currently deems immaterial, may also impair the Company's business operations and adversely affect the price of the Company's Shares. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. The information set out herein is presented as of the date hereof and is subject to change, completion or amendment without notice.

1.2 Market risk

1.2.1 Risks related to market reception

The Company is relatively newly established and its lack of operating history makes it difficult to assess the outlook for its business model, future revenues and other operating results. There can be no assurance that the reception in the market of the Company's business model will be as forecasted. If the market's reception is weak this may have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.

The situation with regard to the coronavirus pandemic is still subject to uncertainties, and the Company cannot foresee how long the coronavirus pandemic will last, nor the full extent the coronavirus pandemic may have on the Company's operations, financial results and prospects in the medium to longer term.

1.2.2 Market cyclicality and economic conditions

The operating and financial performance of the Company is influenced by a variety of general economic and business conditions, including levels of consumer spending, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets, and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors, including government policy, international economic conditions, significant acts of terrorism, hostilities or war, or natural disasters. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could be expected to have an adverse impact on the Company's operating and financial performance and financial position. The Company's future possible revenues and share prices can be affected by these factors, which are beyond the Company's control.

1.2.3 Risks related to competitive markets

The Company faces competition from international Fintechs and other companies, while the competitive landscape may continue to change. Increased competition may lead to tightening competition for new customers and/or lower net margins. If the Company is unable to compete efficiently, its competitive position may be adversely affected, which as a result, may have a material adverse effect on its business, financial condition, results of operations and/or prospects.

1.2.4 Regulatory risks

The Company is subject to a wide variety of laws and regulations. The Company is targeting an international market, hence failure to comply with international legislation such as anticorruption, money laundering and GDPR legislation could result in fines, criminal penalties and damage to the Company's reputation. Future changes in the domestic and international laws and regulations applicable to the Company can be unpredictable and are beyond the control of the Company, and such changes could imply the need to materially alter the Company's operations and set-up and may prompt the need to apply for permits or other approvals, which could in turn have a material adverse effect on the business, financial condition, results of operations or cash flow of the Company.

1.3 Operational risk

1.3.1 Lack of operating history

The Company has limited prior operating history and there is no actual historical operational data available for the Company's business. The Company has of today only generated limited revenues. Since its inception, the Company has incurred losses, and to date, the Company has financed its operations through inter alia private placements of equity. The Company's commercial success is inter alia dependent on the successful implementation of the products and services, and to become and remain profitable, the Company must succeed in commercialising its business and technologies such that they generate revenues. Although the Company's Board of Directors and management has considerable relevant experience from the capital markets sector, there are risks associated with the Company's ability to implement its business strategy within the projected scope, timeframe and cost level.

1.3.2 Risk of failure or inadequacy in IT systems

The Company will rely heavily on the uninterrupted operation of its IT systems for the efficient running of its business and operations, and, in particular in order to offer customers digital services. The Company will rely on certain financial infrastructure services. In addition, the Company will depend on a few third party providers for the supply of important IT services. The Company's ability to conduct its business may be adversely affected by a disruption in the infrastructure that supports the business of the Company.

1.3.3 Risk of technological changes

The industry in which the Company operates sees frequent changes and developments in technology. Such changes and developments can be driven by competitors of the Company with substantial greater resources than those of the Company. The Company's technology and any further technology under development, may not prove to be viable or efficient, and efforts to respond to technological innovations may require significant financial investments and resources. Failure by the Company to respond to changes in technology and innovations may render the Company's operations uncompetitive and may have a material, negative effect on the Company's results of operation, financial condition and future prospects.

1.3.4 Risks related to third parties

The Company is dependent on partners, suppliers, and other third parties to supply certain services in order to successfully conduct its operations. If the supply of such products and services is delayed, not given priority or does not meet the required quality, this could have a material adverse effect on the Company's results, financial condition, cash flows and prospects. Further, there can be no assurance that the Company will be able to enter into or maintain satisfactory agreements or relationships with third party providers in the future, or be able to maintain its arrangements with its current or new suppliers and distributors on same or other commercially reasonable terms in the future, or at all, which in each case could have a material adverse effect on the Company's results, financial condition, cash flows and prospects.

Risk Factors 2/3

1.3.5 Risks related to cyber-attacks and security breaches that could harm the Company's business and standing with its customers

As a technology-driven business model, the Company and its customers may be subject to cyber-attacks from cybercriminals. Rapid changes in attack vectors makes it difficult to stop attacks and adapt to new threats. The Company must comply with severe security obligations, including maintaining network and system security, providing security patching, antivirus and malware detection and prevention services and intrusion detection and prevention as well as ensuring the credentials of those employees who work with the Company's customers. IT security breaches could lead to shutdowns or disruptions of the Company's systems and potential unauthorized disclosure of confidential information or data, including personal data. The Company may be required to expend significant capital or other resources to protect against the threat of security breaches or to alleviate problems caused by such breaches. The theft or unauthorized use or publication of confidential information or other proprietary business information, or any compromise of security that results in an unauthorized release, transfer or use of personally identifiable information or other customer data, could adversely affect the Company's competitive position and reputation, and reduce the market's acceptance of the Company's services and solutions. If the Company is unable to protect its digital structure from cyber-threats, this could have a material adverse effect on the Company's business, results of operations, financial condition, cash flows and/or prospects.

1.3.6 Dependency on management and key employees

The Company business development is to a significant extent dependent upon key individuals that have obtained necessary and relevant experience. The Company may be unable to replace such individuals if and when needed on short notice and the loss of the services of management personnel or other key employees could therefore have a material adverse impact on the financial condition and prospects of the Company. The Company shall establish incentive programs designed to motivate employees for a long-term relationship with the Company to reduce the risk of losing personnel.

1.3.7 Inability to maintain sufficient insurance to cover all risks related to its operations

Although the Company seeks to maintain insurance or contractual coverage to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with the Company's operations, which could have a material and adverse effect on the Company's business, financial condition, results of operations and/or prospects.

1.3.8 The Company is exposed to potential litigation, claims and compliance risks

The Company may in the future become involved in various disputes and legal, administrative and governmental proceedings in Norway and other jurisdictions that potentially could expose the Company to losses and liabilities.

1.4 Financial risk

1.4.1 Risk that capital in the future may not be available on attractive terms, or at all

The Company's planned expansion and future operations may be dependent on further equity injections and debt financing arrangements in order to be completed, and there is no assurance that the Company is able to raise sufficient financing to execute its current business plans. Such capital, whether in the form of debt or additional equity, may not be available on attractive terms, or at all. Further, any such development may expose the Company to additional costs and liabilities and require it to change the manner in which it conducts its business or otherwise have a material adverse effect on the Company's financial position, results of operations and/or prospects.

1.4.2 The Company is exposed to risk related to foreign currency exchange

Foreign exchange rate fluctuations could affect the Company's financial condition, cash flow and results. The Company is targeting an international market and will earn revenue in foreign currencies. The Company does not use financial instruments to hedge its exposure to foreign exchange rate risks, and there is no guarantee that the Company's financial results will not be adversely affected by currency exchange rate fluctuations or that any efforts by the Company to engage in currency hedging activities will be effective. Currency exchange rate fluctuations, thus, could have a material adverse effect on the Company's performance in the future.

1.5 Risk factors relating to the shares

1.5.1 An investment in the Company'sshares involves risk of loss of capital

Risk and risk taking is inevitably linked to shareholding. Since an investment in shares may increase or decrease in value, there is a risk that investors will not recover a significant, or any, part of their invested capital. The price of the Company's Shares may be volatile, which could cause investors to lose all or a significant part of their investment. Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Shares will be subject to market trends generally and the quoted price of the Shares on Euronext Growth Oslo may be affected by such volatility in response to numerous factors. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments, and market perceptions of the attractiveness of particular industries. Because of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company.

Risk Factors 3/3

1.5.2 Risks related to the market price of the Company'sshares

The price of the Company's Shares may in the future fluctuate significantly and rapidly as a result of, inter alia, the factors mentioned below:

  • Differences between the actual financial & operating results and those expected by investors/analysts;
  • Response to financial reports issued by the Company;
  • Adverse business developments;
  • Perceived prospects for the business and operations and the Fintech, capital markets and technology industry;
  • Announcements by the Company or competitors of significant contracts, acquisitions, strategic alliances, joint ventures or capital commitments;
  • Matters announced in respect of major competitors or changes to the regulatory environment in which the Company operates;
  • Interest rate changes and foreign exchange rate movements
  • Changes in securities analysts' estimates of financial performance and recommendations;
  • Shareholder or investors views of the Shares;
  • Changes in market valuation of similar companies;
  • Involvement in litigation;
  • Negative publicity or announcements, including those relating to any of the Company's substantial shareholders or key personnel may adversely affect the Share price and the stock performance of the Company, whether or not this is justifiable. Such negative publicity or announcement may include involvement in insolvency proceedings, failed attempts in takeovers or joint ventures etc.
  • Additions or departures of key personnel; and
  • Changes in general economic conditions.

1.5.3 The Company does not anticipate to distribute dividendsin the current business plan

The Company's ability to pay dividends is dependent on the availability of distributable reserves. The Company does not expect to pay dividends in the foreseeable future, and the Company may in the future be unwilling or unable to pay dividends.

1.6 If the Company is not able to attract and retain customers and commercial partners, this could adversely impact the Company's business and financial and position

The Company's strategy involves entering into customer, distribution, marketing, sales and other agreements with third parties across several jurisdictions. If the Company is to be successful, the Company will require such agreements to be entered into on commercially favorable terms. If the Company does not succeed in continuing to attract and retain new customers or partners, it could have a material adverse effect on its results of operations, financial condition, cash flows and prospects. Any circumstances that publicly damage the Company's goodwill, injure the Company's reputation or damage the Company's business relationships, may lead to a broader adverse effect than solely the monetary liability arising directly from the damaging events by way of loss of business, goodwill, clients, partners and employees.

1.7 Risks associated with acquisitions

The Company aims to expand its business both by organic growth and by acquisitions of other businesses. The successful integration of the future acquisitions into the Company's current business is important for the future growth and success of the Company. If this integration should prove more difficult than expected, or the acquired assets should prove less valuable for the Company than the Company's assessments, this could have a detrimental effect on the financial performance and value of the Company.

Digitizing Capital Markets & Wealth Management

Unique software as a service solutions

Transparent end-to-end cloud-based API solutions

Saving time and cost while improving customer quality

Introducing the Visigon transaction

NewCo Overview

NewCo Overview

NewCo Overview

A game changing transaction for Huddlestock

  • Huddlestock Fintech AS has signed a Sale and Purchase agreement with the shareholders of Visigon Nordic AB
  • Huddlestock proposes to acquire 100% of Visigon Nordic AB in a mix of cash and shares.
  • Agreed terms: 40% shares + 60% cash for 100% of Visigon at 1.4x times sales for 2020
  • Enterprise value for Visigon is approximately NOK 56.000.000 (the deal entails EV/EBITDA of ~6.0x – 2020 results)
  • The deal is forecasted to be accretive to Huddlestock
  • NewCo forecast 2021 Revenue of NOK 51 mill and EBITDA of NOK 5.3 mill.
  • Financial payment risk for the transaction has been eliminated through the establishment of a Pre-subscription consortium
  • Proposed payment plan: Huddlestock capital raise of up to NOK 50 mill
  • Pre-Subscription consortium has been established for NOK 30 mill over subscribed
  • The details of the placement of shares will be announced in due time

Expertise and experience in managing IT-projects in the financial services sector

20 expert consultants in strategic planning, implementation and post implementation support services. Implement automated algorithms based on the company's data and processes Technical solutions optimally, reduce time to market, saves costs.

Visigon: Bridging the gap between finance and IT

  • Visigon is a strategic consultancy founded in 2010 with offices in Stockholm and Copenhagen.
  • Experts with more than 25 years of capital markets experience working on projects across the Nordics.
  • Founded with a mission to work with development, implementation of new- or optimization of existing IT systems for financial institutions and capital markets' participants.
  • Services include business analysis, software design, development and project management
Consultancy Service Offering Calypso Services
• Project Management
• Business Analyst
• Migration Manager
• Strategy Analyst
• Technical Analyst
• Test Management
Product strategy
٠
Operations Center
٠
Capital Markets in the Cloud
٠
Automated Testing
٠
Performance Analysis
٠
• Project Business Analyst
• Project Technical Analyst
• Performance
• Visigon Calypso Cloud

Huddlestock + Visigon – The perfect combination

Cutting edge technology solutions

  • Apex an open, end-to-end solution connecting custody services with wealth managers and individual investors.
  • Bedrock a unique white label solution for a lowcost, efficient trading offering, customized via ultra-fast API hooks.

20 expert strategic consultants

  • Excellent track record in consultancy services for the financial services industry.
  • Consolidates our Nordic footprint.
  • Provides an expert platform for global growth.
  • Complementary technological solutions

Creating sustainable value for shareholders

  • A team with a strong track record of cross-/up-selling on multiple contracts.
  • Strong revenue potential from recurring client revenues and new clients signed 2020/2021.
  • Significant potential to roll out consultancy services across Huddlestock's existing footprint
  • Immediately improved cash flow from joint operations with significant positive net profit growth

Huddlestock + Visigon – Accompanying clients globally

Perfect symphony for delivering cutting edge digital solutions and direct market access to asset managers, custody banks, and trading platforms around the world

Licensed Fintech

Regulatory licensed for complete offering in trading and asset management

HQ in Stavanger Local offices in Stockholm, Copenhagen, Oslo, Munich and Kuala Lumpur

NewCo Organogram

NewCo Group Structure

NewCo Management Team

John E. Skajem, Group CEO

John E. Skajem is the Chief Executive Officer of Huddlestock Fintech AS. John E. joined Huddlestock with a long carrier and experience from the financial industry. Over the years John E. has gained a thorough understanding of all aspects of the financial services industry. John E. has hands on experience from Investments Banks, Asset Managers to large global universal banks with management position while working in Chicago, NYC, London, Paris, and Oslo.

Gustav Ekeblad, CTO

Gustav is a co-founder of Visigon and has been Nordic Group CEO since 2011. He has a strong background from both the technical side as well and the consultancy side of the business and has studied Physical Engineering and Business at Uppsala University.

Peter van Kleef, CEO of Germany

Peter van Kleef is co-founder of Huddlestock Systems GmbH which developed Huddlestock's B2B platform for BNP Paribas. Peter has extensive experience in the asset management industry having initiated and supervised numerous large scale projects in the asset management and banking industry.

Petter Midtsian, CEO Sweden

Petter is a co-founder of Visigon with a M.Sc in Engineering and a B.Sc. in Business from Uppsala University. He has a strong background in consulting and the financial industry with experience from many banks and financial institutions in the Nordics.

Nith Vegaya, CEO APAC

Nith is responsible for the business development and expansion in APAC. He holds a degree in B.Com (Accounting and Information Systems) from the University of New South Wales, Australia. He has worked in the Australian banking system and has spent 15 years in South East Asia founding startups and working in technology companies.

Lars Stage Thomsen, CEO Denmark

Lars joined Visigon in 2017 and has been instrumental in growing the Danish business. Lars has a M.Sc degrees Economics from University of Southern Denmark. He has taken many relevant courses at Copenhagen Business School and from London School of Economics. He has also earned a CFA Charter. Lars has a broad experience from banks and financial institutions in Denmark.

NewCo Board of Directors

Øyvind Hovland, Chairman.

Øyvind is a serial entrepreneur with more than 20 years of experience in starting and scaling companies in various industries. Notably Cyviz AS – with offices globally, and Vision Io AS, a leading optic camera provider to the Oil and gas industry.

Murshid Ali, Board Member.

Murshid is an Executive Director and co-founder of Huddlestock. He is a PhD candidate in Economics, and holds a master's degree from Grenoble Ecole de Management, and a degree from NTNU. He has almost a decade of experience as an entrepreneur, primarily within the energy and financial industry.

Per Øyvind Berge, Board Member.

Per Øyvind is an investor and entrepreneur in Norway, founding PXO, Quickflange and other successful companies. He has more than 20 years of experience from developing businesses and growing companies in various industries. He holds a Bachelor's degree in Financial Management from BI Business School.

NewCo Resources – Huddlestock + Visigon

Capital Markets – Asset & Wealth Management – Consulting - Trading – Custody Banking

NewCo Overview

NewCo Overview

Proforma Accounts

NewCo Consolidated Pro-forma P&L

Consolidated Profit (loss)
statement pro-forma (NOK 1'000)
2019P 2020P 2021E 2022E 2023E 2024E
Fee income (Apex) 0 225 4,828 23,613 64,845 109,889
Transaction income (Bedrock) 5,615 26,177 35,293 45,032
Consultancy income (Visigon) 22,342 40,780 40,678 42,712 44,848 47,090
Total expenses 26,717 44,171 45,817 47,554 51,425 54,232
Salaries 14,310 22,736 29,763 34,199 37,589 39,846
Other operating expenses 12,406 21,435 16,053 13,355 13,836 14,386
EBITDA -4,374 -3,165 5,304 44,949 93,561 147,779
EBITDA margin n
m
n
m
10% 49% 65% 73%
Depreciation 0 0 434 489 540 561
Net financials -112 -23 -75 -101 -101 -101
Pre-tax profit -4,487 -3,188 4,795 44,360 92,921 147,117
Taxes -458 -2,350 -1,055 -9,759 -20,443 -32,366
Net profit -4,945 -5,538 3,740 34,601 72,479 114,751
Net profit margin n
m
n
m
7% 37% 50% 57%
EPS (NOK) n
m
n
m
0.03 0.29 0.60 0.95

Highlights:

  • Estimated EPS value accretive by ~11% / average per annum to 2021-2024 (post-money, including integration costs of NOK 2 mill)
  • EBITDA margin at >70% towards the end of the forecast period
  • Potentially larger synergy effects from "unobserved and unexplored factors" at this moment
  • Forecasts reflect only firm contract backlog where revenues can be estimated with a higher degree of certainty
  • Consultancy business (Visigon) comprising around 23% of total revenues

* P: Pro-Forma; E- Estimated

NewCo Consolidated Pro-forma Balance Sheet

Consolidated Financial position
pro-forma (NOK 1'000)
2019P 2020P 2021E 2022E 2023E 2024E
Total intangible assets 21,248 65,260 64,827 64,338 63,799 63,237
Research and development 15,789 19,308 19,308 19,308 19,308 19,308
Licenses 5,459 45,952 45,519 45,030 44,490 43,929
Total fixed assets 3,174 1,707 1,707 1,707 1,707 1,707
Total current assets 26,190 35,442 40,710 85,914 180,120 328,978
Receivables 6,768 9,975 10,446 14,802 23,925 38,370
Other assets 5,750 13,409 13,409 13,409 13,409 13,409
Bank deposits, cash and cash equivalents 13,672 12,059 16,855 57,704 142,787 277,200
Total assets 50,611 102,410 107,244 151,960 245,626 393,923
Total equity 37,961 79,244 82,985 117,585 190,064 304,815
Total long-term liabilities 540 0 0 0 0 0
Total short-term liabilities 12,105 23,166 24,259 34,374 55,562 89,108
Accounts payable 1,791 5,584 5,848 8,286 13,393 21,480
Other liabilities 10,313 17,582 18,411 26,088 42,169 67,628
Total equity and liabilities 50,611 102,410 107,244 151,960 245,626 393,923

* P: Pro-Forma; E- Estimated

Highlights:

  • No increase in capex assumed as we are beyond the largest investment period.
  • No debt.
  • No dividends or M&A assumed, which leads to large amount of capital for organic growth and/or M&A
  • Total assets at NOK 393m at the end of the forecasted horizon

A digital breakthrough for custody banks, wealth management and online trading.

Proprietary technology solutions and cost-effective client services through the Apex and Bedrock solutions.

Expert consultancy offering strategic planning, pre- and post-implementation support services.

Accompanying you in the Nordics, across Europe and Asia.

John E. Skajem CEO +47 4188 7412 [email protected]

Øyvind Hovland Chairman +47 9096 6151 [email protected]

Talk to a Data Expert

Have a question? We'll get back to you promptly.