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Flotation on a public market is first and foremost an opportunity to raise funds for further growth. However, there are many reasons why your company might consider going public:
• To provide access to capital for growth, giving your business the opportunity to raise finance for further development - both at the time of flotation and later, through further capital raisings.
• To create a market for your business's shareholdings, broadening the shareholder base and
potentially giving existing shareholders the chance to exit.
• To place an objective market value on your business.
• To encourage employee commitment by making share schemes more attractive, which can
act as an incentive for employees' long-term motivation.
• To increase the ability of the business to make acquisitions, using quoted shares as currency.
• To create a heightened business profile, stemming from increased press coverage and analysts' reports, helping to maintain liquidity in your business's shares.
• To enhance status with customers and suppliers, who are reassured by the regulatory processes involved in the business gaining quotation on a stock exchange.
The combination of world class investment banking services with strong negotiation, trading and
performance capabilities have positioned Pinnacle Capital Investments as a global, pace-setting Equity
Capital Markets consultant. Irrespective of size, industry sector or geographic location Pinnacle Capital Investments has the proven track record of innovative solutions to match the aspirations of our clients.
OTHER CORPORATE AND INVESTMENT BANKING RELATED SERVICES WE PROVIDE:
• Consult on establishing the most appropriate compliant structure to enable the fund raising from the public for the purposes of providing equity funds for the replacing of current senior and mezzanine debt, funds for working capital and business expansion and funds to facilitate a sell down of equity by the current owners.
• Structure and administer the preparation of an appropriate compliant admission document.
• Appropriately arrange, co-ordinate, package, manage and execute the transaction.
• Assist with the appointment of an appropriate Board of management as required, including nominee directorships
• Consult on structuring the new equity holdings in the company.
• Obtain any requisite licenses for compliant operations as required.
• Establish and administer a suitable compliance and corporate governance regime as required.
• Administer the due diligence process during the course of the transaction.
• Facilitate the preparation of independent investigating accountant and other expert reports as required.
• Introduce suitable licensed underwriters, sub-underwriters, licensed stockbrokers and/or securities
dealers to participate with the proposed fund raising.
• Introduce any other suitable intermediaries including investors to facilitate the proposed fund raising.
• Obtain the requisite executed regulatory approval to allow the company to market the offer and raise the funds from the public and co-ordinate the marketing of the offer.
• Facilitate the quotation of the company's securities on the Australian Stock Exchange Limited and/or other approved stock exchanges as appropriate.
• Co-ordinate broker road shows and investor relations services as required and arrange for company secretarial and administration services as required.
• Preparation and administration of the executive summary or information memorandum.
• Work in the capacity of the float co-ordinator under the auspices of the company in conjunction with the appointed stock broking firm/underwriting firm.
Commercial and Residential Construction Loans
Pinnacle Capital Investments is also a consultant and introducer of construction loans from as little as $150,000 for the first time residential / commercial property builder to the more sophisticated larger scale residential / commercial construction loan of $10,000,000 plus. We also specialise in refinancing with debt and equity.
A construction loan is a type of finance that can be provided in a number of different forms. It is important to match a construction loan with the cash flow cycle of the construction project in order to minimise the amount of equity required and maximise the projects return.
We are able to offer our clients the following residential and commercial construction loans:
Construction Loans against the value on completion, Gross Realisation Funding
Gross Realisation Funding allows funding to be applied against expected end value of the project upon completion, generally after deduction of the GST payable under the margin scheme. Gross Realisation Funding packages can provide up to 100% of the hard costs of a development, and up to 80% of a projects end value. In most cases, presales are not required which reduces the pressure on the developer to discount stock to achieve sales targets made compulsory by the lender. Consequently, Gross Realisation Funding significantly reduces the developer's personal contribution to the project, and allows clients to maximise their investment return through sales on completion of the development project.
Mezzanine Construction Loans
Mezzanine finance can support a construction loan either in conjunction with commercial property finance or as a second mortgage. Mezzanine funding reduces the equity requirement of the project by freeing up cash for other projects or minimising the amount of upfront cash required to fund the construction. Mezannine funding finances the gap between a developer's primary or first mortgage and the total development costs. Often this results in the full funding of the equity required to complete the project including the soft costs of the project and any ongoing charges and taxes payable during the course of construction. Normally, Mezzanine funders will require a profit share arrangement with developers, however in certain circumstances some funders only charge a commercial interest rate on the funds advanced, which provides the developer a degree of certainty as now they know the up front real costs of the finance whilst allowing them to retain as much of the net profit as possible.
Construction Loans against Cost of Development
This is the more traditional construction loan where lenders will advance a certain percentage of the construction cost for the development. Normal lending institutions will fund 80% of the hard costs of construction, requiring developers to contribute at least 20% of the hard costs of the development, however Pinnacle Capital Investments has access to lenders who recognise the other soft costs associated with the construction and can extend against this total construction cost, thus providing access to institutions that will lend up to 80% of the developments total cost (as opposed to the hard costs which often equates to around 90% of hard costs. In certain circumstances, recognising the value of development approval and improving the land's value as real equity, if supported by sufficient presales, our lenders will lend up to 90% of costs. Furthermore, when supported with increased land value (with development approval), we can arrange to fully fund the development project.
Landbank Funding
Landbank Funding is where a property is acquired for future development and the developer is seeking a "hold" facility while development approval is in process, or attempting to reconfigure the site for a development approval, or endeavoring to appoint a builder or obtain pre-sales / sales. Traditionally lenders which lend only 50% of the land value, we have access to lenders that are prepared to lend up to 66.66% of the value (independent of the purchase price) and in some circumstances up to 75% of the value.
Equity Funding
Equity funding is often called equity finance, equity loans, private equity or private venture capital.
Equity funding can be defined as investment as an alternative (or an addition) to the more traditional forms of finance such as bank debt. Equity funding can be sourced from a number of areas such as superannuation funds, overseas investors, high net worth investors, a venture capitalist or venture capital firms.
Equity funding can provide more flexibility and financial independence than banks.
Pinnacle Capital Investments also seeks out businesses for sale which satisfy criteria which can be restructured to ultimately bring the business, in its own right to the Newcastle Stock Exchange or the Australian Stock Exchange. In some cases we may use the Australian Small Scale Offerings Board (ASSOB).
For example, we are interested in businesses that have under valued assets, be purchased for P/E multiples of 2 - 3 earnings, have inefficient management or have potential to deliver significant revenue and profit
growth.
Pinnacle Capital Investments investigates whether growth by merger or acquisition would offer benefits to
the operational or financial situation of the business. Then to take the merged business to the Australian
Stock Exchange Limited or other approved stock exchanges.
Through our extensive knowledge of the industry and its participants, we collaborate with firms that
strategically complement one another through negotiations aimed toward realising the synergies by
joining forces. After the planning stages, use our skill sets in executing the transaction and joining
the various parts to best take advantage of their strengths.
In Particular:
• Evaluate the most beneficial growth strategy for the client.
• Determine the best target company for merger or acquisition.
• Perform due diligence and offer to assist in the preparation in fairness opinions.
• Assist in structuring the resulting company to maximise operational efficiency.
In the long term to generate a reputation as business builders and add the service of assisting business owners with finance restructuring following our due diligence to investigate their constituent parts and investigate whether growth by merger or acquisition would offer benefits to the firm's operational or financial situation.
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Australian Stock Exchange Limited (ASX)
• minimum 25% shares in public hands
• normally 2 year trading record required
• $2 million is net assets required
• 450 shareholders upon quotation
• prior shareholder approval required for substantial acquisitions and disposals
• pre-vetting of admission documents by the ASX
• licensed dealers needed for certain transactions
• no minimum market capitalisation
Stock Exchange of Newcastle Limited (NSX)
• minimum 25% shares in public hands
• normally 2 year trading record required
• $500,000 market capitalization
• 50 shareholders upon quotation
• appointment of a Sponsoring Broker and Nominated Advisor
Pinnacle Capital Investments is a leading consultant of debt and equity-linked products and services including the arranging, packaging and co-ordinating:
• Mergers and Acquisitions
• Private to Public transactions with or without private equity backing
• Management buyouts/management buyins
• Development, venture capital and mezzanine financing
• Public quoted company finance, debt and equity, off-balance-sheet finance
• Re-financing's and re-capitalisations
• Pre-IPO financing
• Deal Origination and Documentation
• Facilitating Australian Financial Services Licensing to appropriately qualified third parties
• Preparation of fund raising offer documents in all jurisdictions for listed and unlisted entities
Our experience has confirmed that failure to conduct a due diligence can make a firm vulnerable to
substantial losses and liability in today's fast-changing marketplace. Due diligence gives confidence to complete a proposed transaction with a sound knowledge of the authenticity and background of the
target firm.
OUR DUE DILIGENCE SERVICE INCLUDES INVESTIGATING;
• Business and personal histories.
• Business and personal reputation.
• A record and summary of all civil and criminal litigation in pertinent geographic locations where the company or individual has done business or lives.
• Outstanding judgments and lien.
• Financial and operating history.
• Technology analysis (hardware and software revue).
• Asset identification.
• Contact with industry sources.
• Contact with regulatory authorities.
CRITERIA
Our process has been structured (i) to make both majority-ownership and non-controlling private
equity investments in growth industries and (ii) to provide its clients with a full range of M&A and
financing advisory services.
The companies that we target typically enjoy dominant positions in fast growing markets and offer
sustainable competitive advantages and/or the ability to benefit from structural change.
Pinnacle Capital Investments can provide the gateway to private equity funds. Pinnacle Capital Investments is dedicated to working with owners and management teams of small to middle-market companies. We provide a means to access equity capital and financial, strategic, and operational expertise to assist owners and management teams in providing liquidity for shareholders, making strategic acquisitions, and financing major capital expenditures or growth programs.
Our team has facilitated over $37million in investment funds in more than 30 companies and projects.
These investments have facilitated transfers of ownership and provided capital for growing businesses in partnership with management.
OUR CANDIDATES WILL USUALLY POSSESS MANY OF THE FOLLOWING CHARACTERISTICS:
• Businesses that exhibit defensible market positions.
• Businesses that have a steady revenue and earnings history.
• Businesses that demonstrate solid organic growth potential.
• Businesses that operate in fragmented industries offering growth through add-on acquisitions.
• Businesses that can enhance their product or service offering through the execution of a clearly defined growth strategy.
• Management teams that have a growth oriented focus.
• Management teams that effectively use technology to attain a competitive advantage.
• For growth capital situations - significant sales growth and EBITDA must be positive.
OUR ROLE ALSO INCLUDES:
• Identify companies being transformed by major change.
• Participate in companies with proven or emerging business models and evolving superior strategies.
• Support entrepreneurial managers with a demonstrated track record of success.
• Facilitate "company-transforming" acquisitions and internal expansion.
• Partner with management teams and other long-term investors whose interests are closely aligned
with our own.
We target well-managed, entrepreneurial businesses run by proven managers with a track record of success. In certain cases we will consider start-up or development-stage companies, and "turnaround"
situations or "hostile" investments.
We have the structures in place to provide short, medium and long-term orientation with an investment
horizon spanning one to five years, consistent with the implementation of our portfolio companies'
growth initiatives and the realisation of their strategic objectives.
Our key personnel, alliance partners and associates have the following qualifications:
- Certified Practising Accountants
- Associates of the Securities Institute of Australia
- Associates of the Chartered Institute of Secretaries
- Diploma Financial Services
- Securities Dealers, with an Australian Financial Services Licence
- Responsible Officers
- Compliance Manager
WE OFFER:
- An experienced, multi-disciplined team.
- A proven transaction process.
- A network of affiliates that ensures decisive and effective execution.
- A strong track record of demonstrated exits.
Our corporate division provides emerging, small and middle market businesses with efficient and prompt global capital raising services. Our corporate division and network of associates have been assisting entrepreneurs for over ten years.
Our senior associates have extensive entrepreneurial experience and a deeply ingrained philosophy of practicality, innovation and common sense. We combine personalised attention with the know how
and the clout of a major financial services firm.
Our team specialises in the consultation of arranging and packaging private placements of debt and equity and can represent your firm in mergers, acquisitions or divestitures.
We further assist our private business clientele by leveraging the vast resources of our distribution
network, which enables us to provide your business with quick access to introductions to well-funded
and experienced venture capital firms and angel investors.
We are also affiliated, through our strategic alliance network, with ASIC approved Australian Financial Service License holders to ensure compliant operations.
Pinnacle Capital Investments does not undertake non-retained assignments. We prefer to be compensated by an agreed retainer fee plus a success fee based on the successful completion of the transaction.
We prefer not to undertake transactions purely on a success basis. Through experience clients that pay retainer fees show commitment and appreciate the value of our services far more than those who don't.
We provide a very "hands-on" service, using a proven methods that deliver results. Completion of a transaction involves a high level of dedication, effort and commitment over a number of months and the retainer fees we charge are structured to provide us with some on-going compensation for this effort and commitment and also to show that the client is serious about the transaction. In most cases the fees paid by the client are recovered from the funds raised.
Prior to undertaking any transaction, Pinnacle Capital Investments negotiates and executes with the client a mutually agreed fee structure level which becomes part of the Mandate/ Engagement Letter. Thus ensuring both parties understand their respective responsibilities and commitments to facilitate a successful outcome.
Not ready to list, but require funds?
Pinnacle Capital Investments can provide consultation on accessing strategic anchor investors with venture
capital or mezzanine funds to contribute for viable commercial projects, including start ups or established businesses.
Feel free to call for an initial confidential discussion.
Phone: +612 9238 6152
Fax: +612 9361 4788
Email: enquiries@pinnaclecapitalinvestments.com.au
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