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GetSwift Discloses Details of Proposed Settlement of Australian Class Action

GetSwift Technologies Limited (NEO:GSW) (“GetSwift” or the “Company”), a leading provider of last mile SaaS logistics technology, today as a result of market regulatory requirements announced that has disclosed details of its previously announced Heads of Agreement (HOA) for a settlement with law firm Phi Finney McDonald and Therium Capital Management (Australia) Pty Ltd. and Mr. Raffaele Webb (the “Applicant“) in connection with the class action proceedings before the Federal Court of Australia (the “Court“).

GetSwift’s Board of Directors, including each independent director, believe the terms of the proposed settlement under the HOA are in the best interests of The Company and its shareholders. The HOA contains no admission of liability or wrongdoing by GetSwift Limited or Mr. Joel Macdonald, a President and Director of The Company, and neither GetSwift Limited nor Mr. Macdonald or any of its executives acknowledges any liability or wrongdoing by entering into the HOA.

GetSwift expects that the HOA and the final settlement will enable The Company and its current management to focus on growth, innovation, product launches, and market capture. The terms of the proposed settlement are expected to eliminate uncertainty and expense associated with this litigation matter and ideally realize an appropriate market capitalization for The Company, enabling it to use resources that would otherwise have been devoted to litigation for continued expansion, benefitting all stakeholders including shareholders, clients, partners, the class and employees.

Terms of the settlement are as follows:

The Settlement Sum to be paid by The Company is the aggregate amount derived from the following Settlement Formula, with each component amount (“settlement payment“), if payable, to be paid at or by the dates and times set out below. A reference in this Schedule to an event occurring on or by a particular date means on or by 5pm in New York, New York, United States of America, on that day.

  1. A first settlement payment of AU$1.5m, to be paid in instalments as follows:
    1. AU$500,000 within 7 days of the date of execution of the Deed;
    2. AU$500,000 due by 7 October 2021; and
    3. AU$500,000 due by 7 January 2022.
  2. During the term of 3 years from the date of the parties executing a Deed of Settlement (“Fundraising Term“), settlement payments equaling 8% of any funds raised by The Company by way of capital raising, with each such amount to be paid within 6 weeks of the amount being collected by The Company.
  3. During the Fundraising Term, The Company is to raise capital equivalent to 10% to 20% of its pre-raising market capitalisation at the point in time that:
    1. it first hits any of the following market capitalisation levels (in CAD):
      1. $100m;
      2. $250m;
      3. $400m; and
    2. the market capitalisation remains at the level in 3.a.i – iii (as applicable) on average for 4 weeks following the date it first hit that market capitalization.
  4. In any of the three 12-month periods comprising the Fundraising Term, if no funds are raised by capital raising:
    1. the Respondents and/or The Company will be required to make a settlement payment equal to 5% of The Company Group’s revenue from contracts with customers (“revenue“) during the 12- month period ending on the most recent quarterly reporting date prior to the conclusion of the relevant 12-month period (“revenue percentage“) within 4 weeks of expiry of the period; however
    2. if 4(a) applies in respect of the first year of the Fundraising Term, the required settlement payment under 4(a) will be not be payable until the conclusion of the second year of the Fundraising Term.
  5. Subject to clause 6 below, during any of the three 12-month periods comprising the Fundraising Term, for any capital raising undertaken by The Company where the amount of funds raised is less than 20% of The Company’s pre-raising market capitalisation, then:
    1. the Respondents and/or The Company will be required to make a settlement payment calculated on the same revenue percentage basis as clause 4 above within 4 weeks of expiry of the relevant 12-month period; however
    2. the amount payable will be discounted based on the amount of funds raised applying the following formula:
      1. the revenue percentage payable will be the percentage equivalent to 25% of the percentage amount by which the relevant capital raising is less than 20% of The Company’s market capitalisation; such that (by way of example);
      2. if the capital raising is 10% of The Company’s market capitalisation, the revenue percentage payable is 2.5%; whereas
      3. if the capital raising is 15% of The Company’s market capitalisation, the revenue percentage payable is 1.25%.
  6. If The Company conducts more than one capital raising during any of the 3 twelve-month periods comprising the Fundraising Term, then for the purpose of the calculation of any revenue percentage settlement payment for that period, the two or more capital raisings will be treated as one capital raising. For instance, if:
    1. The Company conducted two capital raisings during a single 12-month period for amounts of 5% and 10% of The Company’s market capitalisation at the relevant times;
    2. The Company’s market capitalisation was CAD200m at the time of the first capital raising and CAD250m at the time of the second capital raising; and
    3. this resulted in raisings of CAD10m and CAD25m respectively; then
    4. the weighted average revenue payment would be calculated premised on the extent to which CAD35m (the combined amount raised) fell short of being 20% of CAD225m (the weighted average market capitalisation); and
    5. the relevant percentage per (d) would be about 15.5%, such that the revenue percentage payment for that 12-month period would be a single payment of about 1.11% of annual revenue.
  7. All payments are to be made in Australian dollars. The rate of exchange to be used in calculating the amount of currency equivalent in Australian dollars is the closing exchange rate reported in The Australian Financial Review on the preceding Business Day before payment is made.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Forward-looking Statements in this press release include statements related to the process of obtaining Court approval of the terms of the Settlement, the likelihood of entering into the Deed on terms acceptable to the parties, and the impact of the proposed settlement on the Corporation. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation’s expectations include, without limitation, the availability of the Court to approve the terms of the settlement, the determination by the Court or any party to the HOA that the terms of the settlement are not acceptable, the ability of the Corporation to negotiate the final terms of the settlement with the parties to the HOA, and certain other risk factors set forth in the Prospectus under the heading “Risk Factors”. The Corporation undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.

About GetSwift Technologies Limited

Technology to Optimize Global Delivery Logistics

GetSwift is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the “GetSwift Offering“). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

GSW is headquartered in New York and its common shares are listed for trading on the NEO Exchange under the symbol “GSW”.

For further background, please visit www.getswift.co.

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Announcements Commercial

Manolete Partners Releases Half-Year Results for the Six Months Ended 30 September 2024

By Harry Moran |

Manolete (AIM:MANO), the leading UK-listed insolvency litigation financing company, today announces its unaudited results for the six months ended 30 September 2024. 

Steven Cooklin, Chief Executive Officer, commented: 

“These are a strong set of results, particularly in terms of organic cash generation. In this six-month period, gross cash collected rose 63% to a new record at £14.3m. That strong organic cash generation comfortably covered all cash operating costs, as well as all cash costs of financing the ongoing portfolio of 413 live cases, enabling Manolete to reduce net debt by £1.25m to £11.9m as at 30 September 2024. 

As a consequence of Manolete completing a record number of 137 case completions, realised revenues rose by 60% to a further record high of £15m. That is a strong indicator of further, and similarly high levels, of near-term future cash generation. A record pipeline of 437 new case investment opportunities were received in this latest six month trading period, underpinning the further strong growth prospects for the business. 

The record £14.3.m gross cash was collected from 253 separate completed cases, highlighting the highly granular and diversified profile of Manolete’s income stream. 

Manolete has generated a Compound Average Growth Rate of 39% in gross cash receipts over the last five H1 trading periods: from H1 FY20 up to and including the current H1 FY25. The resilience of the Manolete business model, even after the extraordinary pressures presented by the extended Covid period, is now clear to see. 

This generated net cash income of £7.6m in H1 FY25 (after payment of all legal costs and all payments made to the numerous insolvent estates on those completed cases), an increase of 66% over the comparative six-month period for the prior year. Net cash income not only exceeded by £4.5m all the cash overheads required to run the Company, it also exceeded all the costs of running Manolete’s ongoing 413 cases, including the 126 new case investments made in H1 FY25. 

The Company recorded its highest ever realised revenues for H1 FY25 of £15.0m, exceeding H1 FY24 by 60%. On average, Manolete receives all the cash owed to it by the defendants of completed cases within approximately 12 months of the cases being legally completed. This impressive 60% rise in realised revenues therefore provides good near-term visibility for a continuation of Manolete’s strong, and well-established, track record of organic, operational cash generation. 

New case investment opportunities arise daily from our wide-ranging, proprietary, UK referral network of insolvency practitioner firms and specialist insolvency and restructuring solicitor practices. We are delighted to report that the referrals for H1 FY25 reached a new H1 company record of 437. A 27% higher volume than in H1 FY24, which was itself a new record for the Company this time last year. That points to a very healthy pipeline as we move forward into the second half of the trading year.” 

Financial highlights: 

  • Total revenues increased by 28% to £14.4m from H1 FY24 (£11.2m) as a result of the outstanding delivery of realised revenues generated in the six months to 30th September 2024.
    • Realised revenues achieved a record level of £15.0m in H1 FY25, a notable increase of 60% on H1 FY24 (£9.4m). This provides good visibility of near-term further strong cash generation, as on average Manolete collects all cash on settled cases within approximately 12 months of the legal settlement of those cases
    • Unrealised revenue in H1 FY25 was £(633k) compared to £1.8m for the comparative H1 FY24. This was due to: (1) the record number of 137 case completions in H1 FY25, which resulted in a beneficial movement from Unrealised revenues to Realised revenues; and (2) the current lower average fair value of new case investments made relative to the higher fair value of the completed cases. The latter point also explains the main reason for the marginally lower gross profit reported of £4.4m in this period, H1 FY25, compared to £5.0m in H1 FY24. 
  • EBIT for H1 FY25 was £0.7m compared to H1 FY24 of £1.6m. As well as the reduced Gross profit contribution explained above, staff costs increased by £165k to £2.3m and based on the standard formula used by the Company to calculate Expected Credit Losses, (“ECL”), generated a charge of £140k (H1 3 FY24: £nil) due to trade debtors rising to £26.8m as at 30 September 2024, compared to £21.7m as at 30 September 2023. The trade debtor increase was driven by the outstanding record level of £15.0m Realised revenues achieved in H1 FY25.
  • Loss Before Tax was (£0.2m) compared to a Profit Before Tax of £0.9m in H1 FY24, due to the above factors together with a lower corporation tax charge being largely offset by higher interest costs. 
  • Basic earnings per share (0.5) pence (H1 FY24: 1.4 pence).
  • Gross cash generated from completed cases increased 63% to £14.3m in the 6 months to 30 September 2024 (H1 FY24: £8.7m). 5-year H1 CAGR: 39%.
  • Cash income from completed cases after payments of all legal costs and payments to Insolvent Estates rose by 66% to £7.6m (H1 FY24: £4.6m). 5-year H1 CAGR: 46%.
  • Net cashflow after all operating costs but before new case investments rose by 193% to £4.5m (H1 FY24: £1.5m). 5-year H1 CAGR: 126%.
  • Net assets as at 30 September 2024 were £40.5m (H1 FY24: £39.8m). Net debt was reduced to £11.9m and comprises borrowings of £12.5m, offset by cash balances of £0.6m. (Net debt as 31 March 2024 was £12.3m.)
  • £5m of the £17.5m HSBC Revolving Credit Facility remains available for use, as at 30 September 2024. That figure does not take into account the Company’s available cash balances referred to above.

Operational highlights:

  • Ongoing delivery of record realised returns: 137 case completions in H1 FY25 representing a 18% increase (116 case realisations in H1 FY24), generating gross settlement proceeds receivable of £13.9m for H1 FY25, which is 51% higher than the H1 FY24 figure of £9.2m. This very strong increase in case settlements provides visibility for further high levels of cash income, as it takes the Company, on average, around 12 months to collect in all cash from previously completed cases.
  • The average realised revenue per completed case (“ARRCC”) for H1 FY25 was £109k, compared to the ARRCC of £81k for H1 FY24. That 35% increase in ARRCC is an important and an encouraging Key Performance Indicator for the Company. Before the onset and impact of the Covid pandemic in 2020, the Company was achieving an ARRCC of approximately £200k. Progress back to that ARRCC level, together with the Company maintaining its recent high case acquisition and case completion volumes, would lead to a material transformation of Company profitability.
  • The 137 cases completed in H1 FY25 had an average case duration of 15.7 months. This was higher than the average case duration of 11.5 months for the 118 cases completed in H1 FY24, because in H1 FY25 Manolete was able to complete a relatively higher number of older cases, as evidenced by the Vintages Table below.
  • Average case duration across Manolete’s full lifetime portfolio of 1,064 completed cases, as at 30 September 2024 was 13.3 months (H1 FY24: 12.7 months).
  • Excluding the Barclays Bounce Back Loan (“BBL”) pilot cases, new case investments remained at historically elevated levels of 126 for H1 FY25 (H1 FY24: 146 new case investments).
  • New case enquiries (again excluding just two Barclays BBL pilot cases from the H1 FY24 figure) achieved another new Company record of 437 in H1 FY25, 27% higher than the H1 FY24 figure of 343. This excellent KPI is a strong indicator of future business performance and activity levels.
  • Stable portfolio of live cases: 413 in progress as at 30 September 2024 (417 as at 30 September 2023) which includes 35 live BBLs.
  • Excluding the Truck Cartel cases, all vintages up to and including the 2019 vintage have now been fully, and legally completed. Only one case remains ongoing in the 2020 vintage. 72% of the Company’s live cases have been signed in the last 18 months.
  • The Truck Cartel cases continue to progress well. As previously reported, settlement discussions, to varying degrees of progress, continue with a number of Defendant manufacturers. Further updates will be provided as concrete outcomes emerge.
  • The Company awaits the appointment of the new Labour Government’s Covid Corruption Commissioner and hopes that appointment will set the clear direction of any further potential material involvement for Manolete in the Government’s BBL recovery programme.
  • The Board proposes no interim dividend for H1 FY25 (H1 FY24: £nil).

The full report of Manolete’s half-year results can be read here.

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Announcements Commercial Legal Innovation

Theo Ai Announces $2.2M Pre-Seed Funding to Bring Predictive Analytics to the Legal Industry

By Harry Moran |

Theo Ai, the first predictive AI platform for litigation, announces $2.2MM in pre-seed funding. The round was co-led by NextView and nvp capital with participation from Ripple Ventures, Beat Ventures, and SCVC Fund. Using a proprietary data model and prediction engine, Theo Ai helps legal professionals make educated decisions about the likely outcome of cases. The funding will be used to further enhance their prediction engine, expand practice categories, and accelerate customer growth.

With over 275,000 new lawsuits filed each day, choosing which cases to take is essential for the legal industry. The average mid-sized firm reviews roughly 650 cases per year, which can take anywhere between 7 to 30 days to manually review. With Theo Ai, that time is compressed into seconds - allowing legal teams to cover more ground and focus on winning cases. Led by Alex Alben (UCLA Law Professor and Tech Executive), Patrick Ip (ex-Google and UCLA Law MLS) and Tiago Luchini (4x CTO/Founder), Theo Ai is the first predictive tool to fully leverage the power of AI. Theo Ai enables customers to identify and predict cases with the highest odds of success, uncover cases they might have missed, and access case summaries and key financial drivers all in a single offering.

"With backgrounds in both law and tech, Theo Ai's leadership team understands the complexities legal firms face and how to leverage advanced technology to address those challenges," says Co-Founder and Partner at NextView, Rob Go. "Their experience allows them to build a platform that addresses the needs of the everyday economy and truly reflects the nuances of legal decision-making, giving customers a significant edge in strategy and case outcomes."

"The legal industry is undergoing significant change and this technology will accelerate the drive towards efficiency and prediction analysis. Theo Ai is perfectly timed to address the increasing demand for next-gen B2B tools," says Dan Borok, Managing Partner at nvp. "With a stellar team that has decades of expertise in both law and tech, Theo Ai is delivering the right solution when firms need it."

"When the Ripple Ventures team first met the Theo Ai team, it was clear they had a deep understanding of customer workflows and pain points, rooted in their extensive legal expertise. Their vision for transforming the legacy legal industry with AI, combined with a proven track record as repeat founders, gave us strong confidence in their ability to execute," says Dom Lau, Partner at Ripple Ventures.

The ability to accurately predict a case's outcome is a game changer for legal professionals. By analyzing similar cases and likely arguments, Theo Ai's data model estimates the probability of winning a case, in addition to predicting the estimated award. Early users of Theo Ai found that the platform's algorithms verified the results of their underwriting and due diligence teams. With Theo Ai, firms have access to a data-driven pipeline using real-time analytics and predictive modeling as new facts and evidence emerge.

To learn more and join the waitlist for Theo Ai, visit: https://theoai.ai/#product

About Theo Ai
Theo Ai is the first predictive engine designed by technical and legal professionals to forecast the outcome of legal disputes. Its AI models are trained on historical case data and incorporate real-time analytics with predictive modeling to deliver accurate and actionable insights. Theo Ai is meeting the most critical need for legal professionals - offering accurate case outcome predictions, backed by data. To learn more and join the waitlist for Theo Ai, visit: https://theoai.ai/#product

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Announcements Commercial People Moves

International Legal Finance Association Welcomes First Global Director of Growth and Membership Engagement

The International Legal Finance Association (ILFA) today announced the recruitment of Rupert Cunningham as Global Director of Growth and Membership Engagement. In this role, Rupert will work to drive ILFA’s membership growth and retention, provide leadership and management to serve ILFA members, and promote global education and awareness of litigation finance.

Prior to joining ILFA, Rupert served as a Special Adviser to UK Justice Secretary and Lord Chancellor Alex Chalk KC. He advised the Lord Chancellor on courts, sentencing, and legal services policy and shepherded legislation to support the legal finance industry in England and Wales. Before his work in government, Rupert worked as a public affairs and policy consultant, helping build coalitions of clients and trade associations to achieve positive political outcomes.

“We are thrilled to announce the addition of Rupert Cunningham,” said Shannon Campagna, ILFA’s interim Executive Director. “Rupert’s experience working with membership and trade associations to build coalitions across industries and in the UK’s Ministry of Justice makes him uniquely suited for leading ILFA’s global growth and engagement.”

“I am delighted to be joining ILFA, the leading global organization advocating for the legal finance sector,” Rupert Cunningham said. “When I was in the Ministry of Justice, I saw firsthand how important third-party funding is for promoting access to justice, so I am glad to be supporting the industry by expanding ILFA’s membership and helping members amplify their voice with industry stakeholders and policymakers worldwide.” 

Rupert’s appointment demonstrates ILFA’s commitment to expanding legal finance industry representation across continents and extending the industry’s reach with legislative, regulatory, and judicial policymakers worldwide.

About the International Legal Finance Association   

The International Legal Finance Association (ILFA) represents the global commercial legal finance community, and its mission is to engage, educate, and influence legislative, regulatory, and judicial landscapes as the voice of the commercial legal finance industry. It is the only global association of commercial legal finance companies and is an independent, non-profit trade association promoting the highest standards of operation and service for the commercial legal finance sector. ILFA has local chapter representation around the world.  

For more information, visit www.ilfa.com and find us on LinkedIn and X @ILFA_Official.

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