Advisory & Transaction Services

  • Securitisation Programs: ETPs are exchange traded products that Provide a simple and low-cost solution for investment management and distribution. The underlying assets are distributed to Investors through a Euroclearable listedSecurity in all investment platforms.
  • Mergers & Acquisitions: Business and asset acquisitions and divestments, Management buyouts/buy ins- Restructuring and Recapitalisations. 

  • Corporate Advisory: Specialised IPO's, Public to private (delisting), Corporate strategies and tactical matters, Transaction structuring, Start up (planning, funding etc.), Joint ventures and alliances. 

  • Capital Raising: Convertible Notes, Bonds, Medium Term Notes, Debt, Equity, Rights issues Private placements, including private equity and venture capital up to $100m.

Underwriting of Public Company Rights Issues

The rights issue is a benefit derived from existing shareholder subscription rights which allows a shareholder the right to participate in buying additional securities of the company. When the rights are for equity securities, such as shares, in a public company, it is a non-dilutive pro rate way to raise additional capital. Tandem in conjunction with our US Funding Partners can provide certainty around the  outcome of a rights issue. Tandem can arrange a full Underwriting service for any shortfall resulting from shareholders who do not choose to participate in the rights Issue. The confidence provided by the certainty of a rights issue process being fully underwritten can in turn lead to a better uptake of the rights issue from the company's existing shareholders. 

Specialised ASX Public Listing Service

Tandem Capital primarily assists private companies with the IPO process where we specialise in listing small to mid cap companies through a very simplified effective "Equity" fee IPO process. Tandem also sources capital for both Exchange traded listed companies and private companies for growth or event/special situation funding.

Post IPO Tandem has successfully provided many listed companies with "Rolling Equity" placement "Capital" facilities and or convertible notes for acquisitions or growth opportunities.  Tandem works closely with our Global fund partners to provide Capital to "Underwrite" listed companies when undertaking a "Rights Issue, " we can work with most small to mid cap listed companies to provide funding rounds from $3m to $70 million.

Tandem will provide a short review as to IPO candidates on whether your company is suitable for an IPO. Once this process is concluded and the company is suitable for an IPO,  we can then advise and work with your Board or the business Entrepreneur on the IPO process. Ideally an IPO business candidate has some established revenue and IP, importantly, our clients are the people who are willing to take the time to understand the process. A company can in fact have access to the liquidity of listed capital markets for growth and with a lot less pain than is currently perceived.

Tandem assists the business with the total listing process by providing all professional services required to achieve the IPO listing. Tandem is able to provide a unique boutique Exchange traded listing process for the AIM, NASDAQ, SGX,ASX and or other traded Global Exchanges. Our process is very suitable for smaller to mid cap companies and in most cases, our process provides a shorter time frame to listing than most RTO's.

Tandem's group of professionals provides a non-traditional more economical method of listing compared to the current costs of a traditional IPO and or most "RTO's" (Reverse Takeovers). Many companies both locally and internationally have been pursuing “back door” listings in the hope that this would provide a more timely and less costly alternative. Unfortunately, many backdoor listings or RTO end up costing more and taking longer than the front door listing IPO process.

More often than not an RTO fails to actually conclude, and this is in part for the following reasons;

  • Non-disclosure of legacy legal, creditor or past unsolved claims can arise pre or post the transaction concluding 
  • Shareholders may not vote for the proposed transaction due to competing agendas
  • Post consolidation of shares, spread and marketable parcel requirements may still not be met
  • Costs of running the company continue during the RTO process; Directors Fees, compliance costs etc. 
  • Unwanted assets may need to be disposed of prior to the process commencing
  • Legal and accounting process is generally equal to or more than an IPO
  • Overhang and sell down of Exchange Shell holder's shares may drag on the share price post transaction
  • Exchange Shell is often overvalued and hurdles for earn outs and performance shares limit control

The solution our group provides, delineates a lot of the costs that are incurred in traditional backdoor listings. In fact the majority of these costs are completely eliminated by undertaking our groups IPO process. Firstly, there are no legacy issues in relation to the past businesses of the Exchange traded or Suspended Shell, there is no continuation and accrual of all the ongoing costs for the ongoing exchange, regulatory compliance, share registry and audit fees.

Exchange traded shells overheads continue to compound throughout the period it takes to complete the RTO process plus all other associated professional costs generally get passed to the incoming vendors, in our process this does not happen. In an RTO the much sort after spread purported to be offered by the Exchange traded shell is generally rarely achieved, this is despite it being one of the supposed attractions of an RTO. In our process, we ensure there is a genuine spread of new shareholders investing in your Prospectus offering.

In our process, due diligence is limited to the new business only not the RTO Exchange traded shell and there is no time wasted undertaking due diligence on the potential past risks or legacy issues associated with the Exchange traded shell. Unlike most Exchange traded shell transactions, there is also no requirement for past Directors to be paid during the process or retained on the Board once your company lists and overall its a cleaner, more effective and a certain Exchange listing process.

Tandem is paying a percentage of its upfront fees for our professional services on a fixed basis over the period that it takes to achieve your IPO listing. Whilst these fees are minimal it is required as part compensation for; preparing the company for Exchange listing advisory work, prospectus drafting, legal and accounting work. Tandem and our group, however, receives the majority of our fees through an agreed equitable percentage of issued shares and cash. Shares are only issued to Tandem on the success of your ASX Exchange traded listing and the cash component is paid only at Financial close of your Prospectus.

If our Specialised ASX listing services are of Interest, our team of market professionals is more than happy to undertake an appraisal meeting to discuss the merit and costs of listing your company on a local or International Stock Exchange. Given we undertake the majority of work on a success basis, we will not take on your mandate unless we strongly believe we can Exchange list your company. So please do feel free to make contact with us by emailing:  listings@tandemcapital.com.au

Completed Transaction Samples:

Industrea Limited (ASX Ticker IDL)

Industrea is one of Australia’s leading Mining Products and Services company with multiple business divisions generating annual revenues of $78m. Jeffrey Beaumont provided strategic finance advice to then ASX GPO and co-coordinated a Standby Equity Distribution Facility to the value of US$10m which lead to the provision by the funders introduced for ongoing additional debt facilities of circa  US$70M. GENERAL Electric subsidiary GE Mining eventually finalised an on market $700 million purchase of Industrea Ltd in 2012.

Australian Power & Gas Limited (ASX APK)

Launching in November 2006 Australian Power & Gas (ASX Ticker APK) was a new Australian energy provider with a powerful direct marketing model. APK had already secured already thousands of new customers before listing. Tandem provided strategic consulting advice to the Chairman of the ASX Shell and co-coordinated a Standby Equity Distribution Facility to the value of US$10m and subsequently additional convertible note facilities for up to US$70m. In 2013 the managing director,  along with the board, recommended to Australian Power & Gas shareholders they accept an offer by energy major AGL to buy the company at a 33% premium on its listed value or 52 cents a share or an EV of $158m.

Q Limited (ASX QXQ) now (ASX CM8)

Tandem assisted with the acquisition of Crowd Mobile.com by the Exchange traded ASX Shell Q Limited, in August 2014 Q Limited entered into a binding term sheet to acquire 100% of the shares in a number of companies making up the Crowd Mobile group (Crowd Mobile). Crowd Mobile is a global mobile entertainment and micro job company. In FY2014, Crowd Mobile derived $9.7m in revenue and $2.2m in EBITDA (unaudited management accounts). The purchase consideration was circa $15,000,000 and satisfied by the issue of fully paid Q Limited Ordinary shares. The consideration represented a purchase price of approximately 5.6x FY14 EBITDA.