AMERIA AG | Updates

By Albrecht Metter

AMERIA AG reaches a milestone and answers your questions

Public
Public

Dear Companists and Investors,

We have made an outstanding start with the first equity financing in the form of a shareholding. Within one week, more than 4 million euros of equity capital were collected. This has not yet been done in this form.

Whenever you break new ground and go ahead as a pioneer, it is in the nature of things that not everything runs smoothly. So we have taken up attentively your questions, comments and suggestions, which we would like to answer with this update in detail.

The registration before an investment has become more complicated and takes more time than before. The reasons are of a regulatory nature over which AMERIA and Companisto have no control. We therefore ask for your understanding and would be happy to support you at any time.

Many of the other questions arise from the new investment format and the new way of presenting the company that Companisto has developed. Especially new investors, who cannot fall back on the information from the campaigns AMERIA 1 and 2, have the legitimate request to receive more detailed information.

In this update, we would like to address three areas in particular:

1. questions about financial planning

2. questions concerning the procedure and processes of the share issue

3. recent developments and strategy

 

1. questions relating to financial planning

Which financial planning is the basis for this financing round?

AMERIA financial planning for the years 2017 to 2022:

Ameria - Finanzplanung

 

How is the company valuation calculated for the financing round?

The company valuation is calculated by multiplying the number of shares by the value of each share:

► The value of a share is 500 euros.

► The share capital of AMERIA is divided into 100,000 shares.

► This results in a company value of 50 million euros.

 

The current financing round results in an increase of the share capital:

► Further shares with a value of 500 Euro per share are issued.

► The share capital is thereby increased with this share issue.

 

2. questions to expiration and processes of the share issue

Preference shares, common shares and security identification numbers

preference shares
common share
Value: 500 Euro per share Value: 500 Euro per share
Preference shares represent a non-voting interest in the entity. common shares represent a voting interest in the entity.
Preference shares are treated more favourably than ordinary shares when dividends are paid. common shares are discriminated against in the event of a dividend compared to preference shares.
WKN A2N BP6 WKN A2L QVD
ISIN DE000A2NBP64 ISIN DE000A2LQVD7

 

Value of shares in custody account and transfer of shares

► AMERIA's share capital is divided into 100,000 shares with a nominal value of EUR 1 each. The nominal amount has nothing to do with the value of the share as it appears in the securities account, is achieved on an exit or can be achieved after an IPO in trading.

► The share value in the custody account does not correspond to the purchase price (= acquisition value), but to the issue price (500 euros per share).

► The shares can be deposited, i.e. they can be stored in a securities account, but do not have to be.

► The transferability of the shares depends on the approval of the AMERIA Supervisory Board. The Supervisory Board has a positive attitude towards transfers as long as they are not made to a competitor of AMERIA. There are no separate holding periods for the shares.

 

How does the financing round proceed and how do the shares get into the custody account?

► Before investing, you need to register, which we will be happy to assist you with. The new complexity of this process is due to regulatory requirements.

► The comprehensive identification obligation results from the Money Laundering Act (AMLA). The obligation to collect information on investors (e.g. knowledge and experience) results from the Securities Trading Act (WpHG) and the MiFID II regulations. These regulations are mandatory for all investment service providers and their tied agents.

► As soon as shares are subscribed, the process continues as follows:

Ablauf Zeichnungsphase

What about earnings per share?

► First of all, earnings per share depend on the number of shares issued by the end of the campaign. The exact number is not yet known.

► In principle, we are planning significant growth investments over the next two years (2019/2020) at the expense of profitability and thus profit.

► As of 2021, we are planning exponentially increasing profits from our highly scalable software business.

► We see strong potential for growth in the following years.

► A profit participation, which would be distributed per share, depends on a resolution of the shareholders.

 

What exit strategies are planned?

Essentially, two different scenarios are realistic, which we would like to explain to you below:

a.) IPO

► An IPO (Initial Public Offering) or stock market flotation planned in two to three years will determine a new enterprise value that is expected to be a multiple of the value underlying the current financing round.

► Prior to an IPO, the shares may be split so that each shareholder holds correspondingly more shares than subscribed for at the present time. The value of these shares then results from the fixed enterprise value.

► After an IPO, the shares are tradable. The value of the shares is then usually determined by the market.

► Further details will be defined in the planning of the planned IPO and will be based on customary market practices.

 

b.) Exit

► In the event of an exit, the shares would be taken over by the buyer of the company.

► The value of the individual shares is then derived from the net purchase price that the buyer pays for the company divided by the number of shares.

 

Can I convert my shares from the AMERIA 1 and 2 campaigns?

► In principle, a conversion is possible and already contractually provided. Here, however, a large number of details must be taken into account and clarified.

► It is expected that a conversion will take place before an IPO. We will then provide detailed information about the procedure.

 

3. strategy

AMERIA AG's business developed rapidly in 2018. We would like to give some deeper insights to our new investors in particular. Our old investors from the AMERIA 1 and 2 campaigns are already largely informed about this.
 

The main results of the year 2018 are the following:

► The expansion of the partnership with Mackevision to Accenture, the international technology and consulting group; the development resulted from the acquisition of Mackevision, AMERIA partner since 2017, by Accenture.

► The technology and sales partnership currently in the process of being initiated with Europe's largest software group, SAP

► The transition of Connected Experience® revenue streams from project revenue to a cloud service model

► The associated long-term planning security of revenue streams via software licenses and a high scalability of these revenues.

 

Many of these activities took place in the third quarter.

In August and September, we achieved significant milestones in our partnerships with Accenture and SAP:

► Live connection of our CX Manager to the 3D asset pipeline of Mackevision/Accenture

► Live connection of our CX Manager to C/4 HANA, the Cloud CRM from SAP

Ameria Partner

We have thus positioned the Connected Experience® as a "spider in the web" for digitizing public spaces - a worldwide unique combination of our own ecosystem and cooperation with global technology and distribution partners.

Looking at these results, it becomes clear how intensive the year 2018 has been and will be for all AMERIA AG employees: In addition to our operating business, the above-mentioned partnerships were developed and technical connections implemented. In line with the strategic decision to develop AMERIA AG into a cloud platform provider, resources were shifted from the short-term effective project business to the medium- and long-term decisive development of partnerships. Due to the high level of commitment in the preparation of the highly scalable business in the coming years, the ambitious annual targets for operating revenue could not be achieved, but nevertheless an increase in revenue was achieved:

► Connected Experience® (formerly Virtual Promoter) sales increased by 131% from 2016-2018 from EUR 1.1 million to EUR 2.5 million (2016-2018)

► AMERIA sales total for 2018 (budget) increased from 3.0 million euros (2017) to 3.2 million euros

However, the investment in the partner relationship with Accenture will pay off this year. We are about to place an order for the digitization of up to 10,000 installations in automotive showrooms. A separate update will be made in due course.

At the same time, we will not neglect the other successful components of the Connected Experience®, especially virtual promoters. We are very proud to announce that other partners are interested in licensing the production and global rollout of Virtual Promoter.

 

Marketing & Sales

The successful cooperation with Accenture has also brought us to the attention of the software manufacturer SAP from Walldorf.

SAP's key figures are as follows:

► Nearly 100,000 employees

► 23.5 billion euros turnover (2017)

► Leading software manufacturer in Europe

► Worldwide the number 4 software manufacturer

On the technical side, we successfully connected the AMERIA (Connected Experience®) and SAP (C/4HANA) systems live via cloud interfaces at the end of Q3/2018.

The cooperation is equally exciting for AMERIA AG and SAP, as SAP wants to develop very strongly towards customer databases with its new C/4HANA cloud offering. With the Connected Experience®, which primarily delivers customer data from the physical area (retail, trade fairs & events and Smart City), SAP gains a competitive advantage through cooperation with AMERIA AG. We, on the other hand, are pleased about the global market access that results from SAP's sales organization.

We regret that we are unable to provide further details at this point - unfortunately, this is the nature of emerging B2B business relationships. However, it is important for us to inform all investors about the current status in this update.


Strategic Orientation & Product/Technology

Already several years ago AMERIA AG started to build an "operating system" for devices of the public area. At first, we used this cloud system only for virtual promoters, which went into series production for the first time in 2017/2018. At the same time, however, we also integrated other systems into this operating system: beacons, iPads as digital price tags and much more, which are mainly used in the automotive industry. In cooperation with partners such as Accenture, but also customers such as Porsche, we were asked to manage other systems such as VR glasses, large screen walls, etc. using the CX Manager. In 2018, for example, we made massive inroads into what is generally known as "IoT" - Internet of Things. Our cloud software is the "Internet", which can operate devices ("Things") on the Internet, supply them with digital content and play back customer data. SAP, Accenture and all our customers have confirmed that we are currently the only company in the world with such a system.

We recently reported on the importance of the Omni-Channel approach to marketing, i.e. seamless integration across all channels. Customers should experience a seamless shopping experience - which means, above all, that there is no break in content and data between online shopping and the stationary store. We are currently seeing in the market how billions of euros will be invested worldwide in digital devices in retail and other areas over the next few years to achieve this goal. All these devices have to be managed and content has to be loaded - and the clients (industry, trade) expect that customer data will also run back and be analysed.

AMERIA AG has very good chances of becoming the world market leader in the IoT world for public devices. For this we need three things above all:

► Technology: This is fully operational, 100% stable and (in order to maintain our current market lead) will be rapidly further developed by our 40 employees in software development in so-called sprints of 4 weeks. This means that new features are available in our cloud system every 4 weeks. No international competitor will be able to match the development speed we are currently presenting as a medium-sized German company.

► Market access: We obtain international market access through direct sales for innovation customers in the respective industries. Since AMERIA AG is too small for scaling on the world market, we work together with large partners such as Accenture and SAP.

► Resources: Global scaling means demand for money and personnel. In order to be well positioned for this, we have opted for the upcoming equity financing on a share basis, which we will launch on 27 November 2018. We will then recruit the necessary personnel in the course of 2019.

AMERIA AG will therefore concentrate much more on the so-called "Software Equity Story" in the coming years. This also and above all means that areas that do not belong to core value creation and ultimately generate income from software licenses will be allocated to partners and/or licensees in the course of the next few years.

 

In the overview this means:

► Focus of AMERIA AG on a software equity story about highly scalable software license revenues (Cloud, Software as a Service - SaaS)

► Outsourcing of project-oriented components to partners

► Outsourcing of hardware in production and operation to partners

► Marketing collaboration with at least two global technology groups: Accenture and SAP

 

If you have any further questions, please do not hesitate to contact us at investor-relations@ameria.de. If you are in or near Heidelberg, you are also welcome to visit us at any time.

In the coming week, we will be available to answer your questions in a live conference.

date Wednesday, 12.12.2018 at 6 p.m.
Host
Albrecht Metter, CEO AMERIA AG
Markus Götz, CTO AMERIA AG
registration link
https://app.livestorm.co/companisto/ameria-videokonferenz

 

With kind regards

Albrecht Metter, CEO AMERIA AG



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The shares of the Companists are subordinated profit-participating loans (partiarische Nachrangdarlehen). Such loans are shares in a business with similar characteristics as equity. If the company becomes insolvent or is liquidated, the claims of the Companists – just like those of all other shareholders of the company – will be satisfied from the assets in the insolvency or the assets in liquidation only after the claims of all other external creditors have been satisfied. Thus, Companists are treated like any other shareholder of the company during insolvency or liquidation proceedings.

The company information published on the Companisto website is provided solely by the companies. The projections made by the companies do not guarantee successful development of the company in the future. Consequently, crowdfunding investments are suitable only for those investors who can cope with the risk of a total loss of the capital invested. Investors make their own independent investment decisions and bear all risks themselves.

The investments are provided and issued by the individual companies. Companisto is neither the provider nor the issuer of the investments, but solely the internet service platform.

NEW
Shares
Equity
€ 4.569.000

Total

€ 3.631.000

Reserved

388

Companists

WKN A2L QVD / WKN A2N BP6

WKN

DE000A2LQVD7 / DE000A2NBP64

ISIN

Please note
The acquisition of this asset involves considerable risks and can lead to the complete loss of the assets used. The expected yield is not guaranteed and may turn out to be lower.
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