Investment in Astrid

RNS Number : 2890B

TMT Investments PLC

13 April 2012

 



13 April 2012

TMT INVESTMENTS PLC

("TMT" or the "Company")

Investment in Todoroo, Inc.

The Board of TMT is pleased to announce the completion of an investment in Todoroo, Inc.  Todoroo, Inc. ("Astrid") is based in San Francisco, California, and is the company behind "Astrid", an automated personal assistant that helps people manage their "to-do" lists on the iPhone, Android, and the web by connecting them to people and products to help them get things done.  Astrid for Android has been downloaded over 3 million times, has over 25,000 5-star ratings, and is on numerous "Best of Android" lists.  Astrid's web application (Astrid.com) was named one of the Top 20 Browser Apps of 2011 by PC World, and Astrid's iPhone application was named an "Essential App" by Gizmodo in November 2011.

TMT's investment consists of a US$400,000 unsecured convertible promissory note in Astrid (the "Note") on the following terms:

·    Interest rate - 8% per annum.

·    Term - the Note will be repayable in whole or in part at par at TMT's option 12 months from the date of issuance of the Note.

·    Conversion -

o Optional conversion: any outstanding principal and unpaid accrued interest on the Note may be converted after 12 months at TMT's option at an equity valuation equal to the lower of (i) an agreed open market value or (ii) $8million for the whole of Astrid's fully diluted common stock.

o Automatic conversion: any outstanding principal and unpaid accrued interest on the Note will be automatically converted into Astrid's equity securities upon the earliest of (i) closing of the next equity financing, or (ii) a change of control of Astrid, in either case at an equity valuation equal to the lower of (i) 80% of the equity valuation of Astrid applicable to the next equity financing or change of control, or (ii) $8million for the whole of Astrid's fully diluted common stock.

·    Right to participate in the next equity financing - TMT will have the right to purchase up to thirty (30%) percent of the total number of Astrid's equity securities sold in the next equity financing.

Definitive agreements for the transaction were entered into, and the transaction was completed, yesterday.

The rapid growth of smartphones and tablet devices has accelerated the migration from paper to digital media.  Photos, print publications (newspapers, magazines and books), calendars, notes and to-do lists are all increasingly digital.  Users now expect instant access to their data and the ability to share it with anyone from any device.  But the vast amounts of data involved makes prioritizing difficult and has congested email as a communication channel.  Astrid helps people stay organized and increase their productivity by providing a consumer friendly, full featured, and cross-platform to-do list that streamlines communication through integrated real-time messaging.

Astrid was co-founded by Jon Paris (CEO) and Tim Su (CTO).  Tim, Astrid's original creator, has a BS/MS in electrical engineering from Stanford University.  After Stanford, Tim joined Palantir Technologies where he became a lead engineer.  In 2010, Tim left Palantir to work on Astrid full time.  Jon has a BA from UC Berkeley in Physical Science and an MA in Theology from Fuller Theological Seminary.  After UC Berkeley, Jon worked at Berkeley National Laboratory as a software developer before joining InterVarsity as a campus minister.  As a campus minister, Jon became a sought-after public speaker while leading some of the largest student organizations at UC Berkeley and Stanford.  Jon and Tim have worked together since 2004.  In 2007, they co-founded Graceful Tools, a platform for event management and appointment confirmation, which they sold in 2011.

Astrid participated in the AngelPad accelerator program and has received previous investment from Google Ventures, Nexus Venture Partners, Jump Venture Partners, and a handful of Angel investors in the Silicon Valley.

In respect of the year ended 31 December 2011, Astrid's unaudited loss before taxation amounted to US$494,196, and unaudited net assets as at that date amounted to US$223,445.

TMT considers Astrid the No. 1 to-do list and task manager for Android, and is excited to contribute to Astrid's further growth and monetization plans.

For further information contact:

TMT INVESTMENTS PLC Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd NOMAD and Broker Marc Cramsie/Irina Lomova	020 7060 2220
Kinlan Communications David Hothersall	Tel. [phone] [e-mail]

About TMT Investments

The Investment Policy & Strategy

The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the TMT Sector. The Company aims to provide equity and equity-related investment capital, such as convertible loans, to private companies which are seeking capital for growth and development, consolidation or acquisition, or as a pre-IPO financing.

In addition, the Company intends to invest in publicly traded equities which have securities listed on a stock exchange or over-the-counter market. These investments may be in combination with additional debt or equity-related financing, and in appropriate circumstances in collaboration with other value added financial and/or strategic investors.

The Company is not geographically restricted in terms of where it will consider making investments. It will consider any geographical area, to the extent that the investment fits within the Company's investment criteria. The Directors and Consultants have expertise in emerging markets and, in particular, in Russia and the Commonwealth of Independent States. The Company will not be subject to any borrowing or leveraging limits.

Private Companies

The Company will target small and mid-sized companies and will seek to secure at least blocking stakes and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment. The Company will consider making equity investments in lower than blocking stakes only where it sees ways to increase the stakes to blocking or controlling stakes at a later date. Each investment is expected to be at least US$250,000.

The investments targeted by the Company will aim to support rapidly-growing private companies to increase market share and achieve long-term shareholder value. It is envisaged that if the Company invested in a private company prior to that company listing on a stock market, the Company would retain a part of its investment in the listed entity going forward. The Company intends to work closely with the management of each investee company to create value by focusing on driving growth through revenue creation, margin enhancement and extracting cost efficiencies, as well as implementing appropriate capital structures to enhance returns.

Public Companies

When investing in public equities, the Company will seek to select companies with a dominant market share or strong growth potential in their respective segments. No restrictions will be placed on the size of public companies in which the Company may make an investment. The Directors intend to make investments in companies or businesses with attractive valuation, growth potential, with competent and motivated management, which enjoy brand recognition, have scalable business models, have strong relationships with customers and have in place transparent accounting policies.

Realisation of Returns

The Directors will, when appropriate, consider how best to realise value for Shareholders whether through a trade sale, flotation or secondary refinancing of the investee companies. The proposed exit route will form a key consideration of the initial investment analysis.

The Company expects to derive returns on investments principally through long-term capital gains and/or the payment of dividends by investees. The primary ways in which the Company expects to realise these returns include: (a) the sale or merger of a company; (b) the sale of securities of a company by means of public or private offerings; and (c) the disposal of public equity investments through the stock exchanges on which they are listed.

For private investee companies the Company believes that its typical investment holding period should provide sufficient time for investee companies to adequately benefit from the capital and operational improvements resulting from the Company's investment. The targeted holding period shall be reviewed on a regular basis by the Company, but it is expected that this will typically be between two to four years. For public equities the Company's objective is to maximise capital appreciation. Following the acquisition, the Company will continue to conduct extensive research and monitoring of the investment. Importance will be placed on the timing of any disposal which will follow a thorough review of market conditions and those reports and sources that are available to investors. Should the Company consider that the capital appreciation of a particular public equity investment has reached its peak or is likely to or has begun to decline, then the Company will consider the sale of that investment.

 

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