Download the Prospectus
Website
Pre Money Equity Valuation
$214,700,000
Min Raise
$110,200,000
Max Raise
$110,200,000
Estimated Close
2019-12-06
Issue Type
IPO
Lead Manager
Morgan Stanley Australia Securities Ltd, Bell Potter Securities
Type of Securities
Shares
Date First Lodged
21/11/2019
Offer Costs $
$3,200,000
Market Cap Max
$324,900,000
Key Executives
Kurt Johnson (IC and NED), Sam Chandler (ED and CEO), Richard Wenzel (ED), Andrew Barlow (INED), John Dyson (NED), Michael Brown (NED), Sarah Morgan (INED), Lisa Hennessy (INED)
Company Address
Unit 4, 246 Bourke Street Melbourne VIC 3000
Exchange
ASX
1st Day VWAP
1.57
Chairman's Letter

Dear investor,
On behalf of the Directors, it is my pleasure to invite you to
consider becoming a shareholder in Nitro Software Limited.
Nitro is a global document productivity software company that
aims to drive digital transformation in organisations around the
world across multiple industries. The Company’s core solution,
the Nitro Productivity Suite, provides integrated Portable
Document Format (“PDF”) productivity and electronic signature
(“eSignature”) tools to customers through a horizontal, softwareas-a-service (“SaaS”) and desktop-based software solution. The
solution allows knowledge workers to productively manage
and process documents for many functions including editing,
collaboration, storage and electronic signing.
The Company was founded in 2005 in Melbourne, Australia,
and has since expanded to have offices in the United States, the
United Kingdom and Ireland. Today, Nitro has over 1.8 million
licensed users around the world, and serves over 10,400
Business Customers across 144 countries. Nitro’s customer base
includes 65% of the 2019 Fortune 500 list, and two of the 2019
Fortune 10 list.1
Nitro has grown its number of user licenses
at a compound annual growth rate (“CAGR”) of 59% between
FY2008 and 1H2019.
Customers choose the Nitro Productivity Suite for a number
of reasons, including the integration of PDF productivity and
eSigning in a single tool, its ease of implementation and fast
adoption, the ability for the solution to scale quickly and easily,
a licensing model that provides unlimited electronic signature
capabilities, and access to real-time analytics and reporting to
quantify the impact of the solution and provide tangible return
on investment (“ROI”).
The revenue opportunity attributable to the portion of the
serviceable available market that Nitro may currently be able
to realistically serve is estimated by Forrester in a market study
prepared for Nitro to be $5.5 billion, and is expected to grow at
a rate of 11% per annum over the next four years. This market
represents a global serviceable available market of $46 billion
which has the potential to continue to expand in future years, as
estimated by Forrester. The adoption of SaaS-based solutions in
the document productivity and eSignature market is driven by a
number of global trends, including organisational cost control,
the desire for greater ecosystem connectivity, an expanding and
increasingly globalised workforce, and the need for enhanced
turnaround speed, transparency and culture. All of these trends
are helping to drive adoption of solutions such as the Nitro
Productivity Suite.
Nitro is led by a highly regarded and experienced management
team, each of whom bring extensive leadership experience from
both internal and external roles. Our Chief Executive Officer
(“CEO”) Sam Chandler, and our Senior Vice President of Tax and
Treasury Rich Wenzel, were co-founders of the business and have
been actively involved in it for over 14 years. Both Sam and Rich,
as well as the entire management team of Nitro, are committed
to leading the business following our listing on the ASX.
Between 1 January 2017 and 31 December 2020, we are forecast
to deliver compound annual growth in pro forma revenue of
13%, with pro forma revenue from subscription licenses forecast
to grow at a CAGR of 90% over the same period. In addition,
the Company is characterised by a sticky customer base that
tend to expand their usage over time, as evidenced by our net
revenue dollar retention ratio of over 125% for 1H2019. Whilst
Nitro has incurred net losses on a consolidated basis since its
inception, the Company is working to achieve profitability across
all of its core markets; although the Company does not expect to
generate a profit during the forecast period.
Nitro has a growth strategy that seeks to expand usage of the
Nitro solution within existing customers, win new enterprise
customers, expand the revenue contribution from larger
enterprise customers, while continuing to invest in product
development and innovation, and supplementing our growth
through strategic acquisitions where appropriate.
The purpose of the Offer is to provide funding and financial
flexibility to support our growth strategy, to repay existing
indebtedness to enable existing Shareholders to partially
monetise their investment in the Company, to broaden our
shareholder base, and to provide us with the benefits associated
with being a listed entity.
Nitro is seeking to raise $65.8 million through the issue of
38.2 million Shares at an Offer Price of A$1.72 per Share,
and Existing Shareholders are seeking to sell 25.8 million
Shares, also at the Offer Price. The total size of the Offer is
therefore A$110.2 million. Upon completion of the Offer, new
Shareholders are expected to hold 33.9%2
of the Shares and Existing Shareholders, including management, will retain 66.1%2
of the Shares, of which 76.2% are expected to be subject to
escrow restrictions applying for various terms as discussed in
Section 9.10.
This Prospectus contains detailed information about the Offer,
the historical and forecast financial results of Nitro, and the
material risks associated with an investment in the Company.
Before applying for Shares, any prospective investor should be
satisfied that they have a sufficient understanding of the risks
involved in making an investment in Nitro, which are contained
in Section 5 of this Prospectus. These should be considered in
detail. I encourage you to read this Prospectus carefully and in
its entirety before making any investment decision, and consult
with your independent professional adviser in connection with
the Offer.
On behalf of my fellow Directors, I look forward to welcoming you
as a Shareholder of Nitro.
Yours sincerely,
Kurt Johnson
Chairman
Nitro Software Limited