Structural Monitoring Systems Plc

Structural Monitoring Systems Plc (ASX:SMN)

Offer Price

A$0.520

per share

Offer Size

A$5,000,000

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Structural Monitoring Systems Plc

Placement

Structural Monitoring Systems Plc (ASX:SMN)

SMN

Lead Manager

Offer Price

A$0.520

per share

Offer Size

A$5,000,000

Placement

Structural Monitoring Systems Plc

Key Offer Details

Issue Price (Per Share)

A$0.520

Discount

-8.33%

Offer Size

A$5,000,000

Shares Available

9,615,384

SMN is seeking to raise up to approximately A$7.0 million via:

  • A placement under the Company’s existing placement capacity in accordance with ASX Listing Rule 7.1 to raise up to approximately $5.0m (“Placement”)
  • a non-underwritten share purchase plan to be made available to certain of the Issuer’s eligible securityholders in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) and the ASX Listing Rules to raise up to an additional A$2.0m (“SPP”) (together the Placement and the SPP are the “Offer”)

The Offer will be set at an Offer Price of A$0.52 per new CHESS depositary interests over shares of common stock in the Company (“New CDIs”) and will result in the issuance of up to approximately 13.5 million New CDIs in the Issuer.

Participants in the Offer will receive three (3) free attaching options for every four (4) Securities allocated under the Offer (“Attaching Options”). The Attaching Options will have an exercise price of $0.78 and will expire on 30 November 2027.

Lead Manger: Bell Potter Securities Limited

Offer Price: A$0.52 per share (24.6% discount to Close Price on 31 October 2024).

Use of Funds

  • Continued product development and manufacturing capacity expansion for opportunities in Avionics, including digital audio, radio, and loudspeaker
  • Expanded product development and business development capacity in CVM technology
  • Working Capital and Costs of the Offer

AEM Contract Manufacturing

Legacy business with strong core competencies and Tier 1 customers

  • Advanced and fully integrated manufacturer of third-party products for the aviation industry’s Special Mission sector
  • Transport Canada approved manufacturer, JOSCAR registered supplier, and is ISO9001/AS9100D registered and certified under Canada's Controlled Goods Program
  • FY24 Revenue: AUD$16.69m (+31.4% vs pcp)
  • Gross margins ~36.5%
  • FY24 Segment EBITDA: AUD$ 3.20m
  • Key Customers: Canyon AeroConnect, and SKYTRAC

AEM Avionics

Branded portfolio of special mission products currently driving growth

  • Manufacture, sale, repairs and support of AEM branded Audio, Radio, Consoles and Accessory products for the aviation industry’s Special Mission sector
  • AEM develops reliable, customer-driven solutions, trusted by top OEMs, special mission operators and avionics service providers
  • AEM’s Innovative engineering capabilities, vertically-integrated manufacturing and testing techniques and industry-leading technical product support are differentiators
  • FY24 Revenue: AUD$11.13m (+19.5% vs pcp)
  • Gross margins ~68%
  • FY24 Segment EBITDA: AUD$ 2.15m
  • Key Customers: Bell, Boeing, Leonardo Helicopters, Airbus Helicopters, and Sikorsky

AEM CVM

Significant driver of future growth

  • Proprietary Comparative Vacuum Monitoring (CVM™) sensor technology and equipment
  • CVM™ is the first FAA approved airframe crack detection compliance sensor solution for use on select 737 aircraft.
  • Developed in collaboration with Delta Air Lines and Boeing.
  • Installed on 45 of Delta’s 71 737 targeted aircraft fleet.
  • Several additional Boeing and Airbus applications in the development pipeline.
  • Strategic Partners: Boeing, Delta Air Lines, and TESTIA, an Airbus Company

What is CVMTM Smart Sensor Solutions?

  • Comparative Vacuum Monitoring (CVM™) is the first technology to become commercially available, and FAA certified, to significantly reduce costs associated with airframe structural health monitoring inspections at heavy and out-of-sequence checks.
  • Maximizes scheduled maintenance program efficiencies, reduces downtime, and restores thousands of flight hours across entire fleet networks.
  • CVM™ has been designed and developed for more than 15 years, working in partnership with several major industry airlines and OEMs.
  • Airline operator adoption of CVM™ technology has occurred & routine use is underway.
  • FAA certification process has been established to streamline future applications.
  • At the forefront of the move to predictive, remote and automated non-destructive testing.

Why are Airlines Adopting CVM?

Substantial Commercial Flying Time Restored

950 flight hours restored, every year, for Delta Air Line’s 71 applicable aircraft - from a single APB application.

Maintenance Planning Improved & Costs Reduced

Crack detection tests anytime, at the gate, in fewer than 20 mins.

Increased Quality Control

Eliminates false positives (15%) and human error from current checks.

Option on Condition-Based Maintenance

First, likely of many, condition-based monitoring for airframe structures.

Indicative Timetable

Note: The Lead Manager and the Company reserve the right to vary these times and dates without notice.

Bookbuild opens

10:00am (Melbourne time), Friday 1 November 2024

Bookbuild closes for receipt of firm and irrevocable Bids

5:00pm (Melbourne time), Friday 1 November 2024

Record Date for SPP

Monday, 4 November 2024

Trading resumes, Announcement of Capital Raising

Tuesday, 5 November 2024

Settlement of Placement

Friday, 8 November 2024

Allotment of Placement Shares

Monday, 11 November 2024

SPP Opens

Tuesday, 12 November 2024

SPP Closes

Tuesday, 3 December 2024

Allotment of new shares under the SPP

Tuesday, 10 December 2024

Documents & Downloads

Board & Management

Ross Love

Ross Love

Executive Chairman & CEO

Ross is an experienced executive and consultant with wide public and private sector experience in developing and executing policy reforms and business strategy transformations in Australia and the United States.

He has worked with senior decision makers in Government including at State and Commonwealth level in Australia, the State and City Governments of New York and the UN, as well as with Executive teams and Boards in the Corporate and Non-Profit Sectors. Formerly a Senior Partner at The Boston Consulting Group (BCG), where he worked for over 25 years, Ross was most recently as head of its New York business and prior to that its Australia and New Zealand business and was Global Head of BCG’s Airline Practice from 2004-2008.

Brian Wall

Brian Wall

Non-Executive Director

Brian has held just a few leadership roles in his professional 35 year career and appreciates the value of lessons learnt in each of them. Having had the privilege of working with organizations such as Cintas, Troika Ventures, The Pattison Group and currently AEM, Brian leads by the examples of John Maxwell and Patrick Lencioni.

From his early years as a commercial pilot and throughout, Brian attributes communication and concise direction as the critical components required to lead organization through the jungles of today’s realities. People are the single greatest asset that determine the health and success of any organization.

Heinrich Loechteken

Heinrich Loechteken

Non-Executive Director

Heinrich has held a variety of executive roles in the aviation and corporate finance fields and has a deep understanding of aircraft leasing and a strong track record of financial and operational restructuring of companies ahead of sale or IPO.

He is currently the CEO of JLPS Ireland Limited, which offers transportation leasing services encompassing aircraft, ships, maritime containers and solar power generation equipment.

Prior to taking on his current CEO role, Heinrich held senior executive roles at MC Aviation Partners, International Lease Finance Corporation and AerCap.

Sam Wright

Sam Wright

Director & Company Secretary

Sam Wright  has more than two decades of experience as a company director and secretary of companies listed on the Australian Securities Exchange, London Stock Exchange and Börse Frankfurt.

Mr Wright is Managing Director of Western Australian based corporate advisory firm Straight Lines Consultancy, specialising in corporate governance, statutory financial reporting, company public listings, merger and acquisition transactions and shareholder relations.

Disclaimer

This site does not constitute an offer, recommendation, or invitation to any person, nor does it purport to provide all of the information an interested party may require in order to investigate the affairs of Structural Monitoring Systems Plc. This site is provided for information only and has not been prepared with the intention that the recipient should rely on it. Liquidity Technology Pty Ltd ("Liquidity") does not make any representation in relation to the contents of this site or give any assurances as to the accuracy or the degree of care or diligence used in preparing this document. The information, data, and advice herein is provided to recipients on the clear understanding that neither Liquidity nor any of its representatives, directors, officers, employees, agents, or advisers makes any representation or warranty about its accuracy, reliability, completeness, or suitability for any particular purpose and does not accept liability (including, but not limited to, any expenses, losses, damages, and/or costs (including, but not limited to, indirect or consequential damage)) nor take any responsibility of any kind whatsoever (including, but not limited to, whether in contract, tort, financial or otherwise) for the information, data, or advice contained in or for any omission or for any other information, statement, or representation provided to any recipient (including, but not limited to, as a result of information, data, or advice being inaccurate, unreliable, incomplete, or unsuitable in any way and for any reason whatsoever). Users of this site must conduct their own investigation and analysis regarding any information, statement, or representation contained or provided to any recipient or its associates by Liquidity or any of the Liquidity Personnel. Each recipient waives any right of action, which it has now or in the future, against Liquidity or any of the Liquidity Personnel in respect of any errors or omissions on or from this site, however caused. All rights are reserved. If the whole or any part of a provision of this "Notice and Disclaimer" is invalid, illegal, or unenforceable, then such provision will be severed, and neither that part or provision nor its severance will affect the validity or enforceability of the remaining parts or provisions.

Disclosure of Interest: Liquidity receives commission from dealing in securities, and its introducers of business may directly share in this commission. Liquidity and its associates may hold shares in Structural Monitoring Systems Plc.

Structural Monitoring Systems Plc

Placement

Structural Monitoring Systems Plc (ASX:SMN)

SMN

Offer Price

A$0.520

per share

Offer Size

A$5,000,000

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