Invictus Partners Convertible Note Series #2
Invictus Partners is an enterprise software and licensing advisory firm that operates in the global Software Asset Management services market. (For Wholesale Investors Only)
Invictus Partners is raising $1.5 million in its second round of funding, for key initiatives to significantly accelerate the delivery of its growth objectives. Investors who are sophisticated, wholesale or institutional in nature have the opportunity to acquire equity in a high-growth, revenue-generating and profitable company.
The capital raised will be utilised to drive the rapid expansion of the business to a global scale, allow higher upsell of annuity services to the existing client base, further build out packaged services IP, support the adoption of AI and RPA to automate more of our delivery processes, and resource up to convert and deliver the substantial sales pipeline.
Invictus Partners is a highly specialised, niche provider of enterprise software licensing and advisory services.
The team is comprised of enterprise software consultants and software asset management and licensing experts, most of whom are ex-big software vendor executives and specialists and possess insider knowledge on the modus operandi of vendors and a comprehensive understanding of their licensing structures, sales, renewal, and audit processes.
These skills are offered to clients under six key service lines which are summarised in the diagram below and detailed in the sections that follow.
Funding the growth of Invictus Partners and its subsidiaries will come from both capital raised and revenues. For the purpose of this offer, we have detailed our budgeted areas of overall capital expenditure to expedite the achievement of our milestones.
This application of funds may change over time based on the priority growth needs of the company. The below table illustrates our current areas of budgets where the funds will be applied.
| Areas of funds application | % | Funds |
| Working capital | 23.3% | $350,000 |
| Staff (Local and offshore) | 36.7% | $550,000 |
| Europe and Middle East Expansion | 20.0% | $300,000 |
| USA Expansion | 10.0% | $150,000 |
| Capex | 10.0% | $150,000 |
| Total | 100.0% | $1,500,000 |
Investing in the Invictus Partners Global Convertible Note should be seen as a medium-to-long-term investment, as this
approach will deliver the greatest returns to those investing.
Some of the main investor exit options that may be available in the future include:
- Exercise note repayment option to convert to cash at the maturity date of the Convertible Note
- An IPO of Invictus Partners or parts of its ecosystem
- Trade sale in part or in full to an investment industry player wanting to expand their current client base, or remove a cumbersome competitor (this is the more likely event of the exits)
- A sale to another investor through the transfer of notes or shares after conversion
- Repurchase of notes/shares by Invictus Partners or its directors or employees.
This Information Memorandum is issued by Invictus Partners Pty Ltd 653 078 687 (Invictus Partners) for the purpose of providing certain financial and business information to potential investors on a private and confidential basis for use solely in connection with their consideration of acquiring interests in Invictus Partners’ Convertible note as part of a growth capital raise. This Information Memorandum is neither a prospectus nor a regulated disclosure document under the Corporations Act 2001 (Cth) (Act), nor is it required to be. A copy is not required to be and has not been, lodged with the Australian Securities and Investments Commission.
This Information Memorandum has been prepared only for the issue to and use by prospective investors who qualify as wholesale clients as defined in the Act (Wholesale Investors) and is not intended to be received or read by anyone other than a Wholesale Investor.
This offer of convertible notes is being made in Australia and has not been lodged with any regulatory authority outside Australia. It does not constitute an offer in any jurisdiction in which it would be unlawful to make such an offer or invitation.
This Information Memorandum is the property of Invictus Partners. By receiving this document, the recipient agrees to keep its content confidential and agrees not to copy, supply, disseminate or disclose any information in relation to its content without the prior written consent of Invictus.
This Information Memorandum does not purport to be all-inclusive or contain all of the information which its recipient may require in order to make an informed assessment about whether to invest in Invictus Partners. Invictus Partners makes no representation to the recipient or its advisers (as relevant) about the accuracy or completeness of the information, statements, opinions, or matters (express or implied) arising out of, contained in, or derived from this Information Memorandum or any omission from this Information Memorandum or of any other written or oral information or opinions provided now or in the future to any interested party or its advisers.
The recipient agrees that it must not rely on the contents of this Information Memorandum and that by accepting this document it hereby releases, holds harmless, and forever discharges Invictus, and its directors, employees, servants, agents, related entities, advisers, consultants, or contributors to this document from all and any existing or future claims, demands, actions, proceedings, suits, costs, charges, expenses, damages, losses or other liabilities in any way connected with, relating to or arising from the information contains in this document.
This Information Memorandum contains forward-looking statements which are identified by words such as “may”, “could”, “anticipates”, “believes”, “ estimates”, “expects”, “intends”, “plans” and other similar words that involve risks and uncertainties. These forward-looking statements are subject to various factors that could cause the results of Invictus to differ materially from those expressed or anticipated in these statements. No representation or warranty is given as to the achievement or reasonableness of any plans, future projections, prospects, or financial returns and nothing in this Information Memorandum is or should be relied upon as a promise or representation as to the future. Invictus Partners and each of its agents, directors, and employees, expressly disclaim all liability for any loss or damage of whatsoever kind (whether foreseeable or not) which may arise from any person acting on any information or opinions contained in this Information Memorandum or any information which is made available in connection with any further inquiries, notwithstanding any negligence, default, or lack of care.
Invictus Partners is an enterprise software & licensing advisory firm that operates in the global Software Asset Management services market.
Our goal is to complete an exit by 2026 through a trade sale to one of the identified entities. Based on current revenue growth forecasts, this trade sale will be in excess of $50 million.
Invictus Partners guides clients through software contract negotiation, licensing optimisation and compliance across all major enterprise software vendors including SAP, Oracle, Microsoft, IBM and others.
In doing so we ensure our clients software assets are operating as effectively as possible, whilst delivering the best value for money and minimising the risk of legal exposure and non-compliance fines.
The thing that stands Invictus Partners out from competitors is its ability to provide completely independent, unbiased software and licensing advice.
Unlike many competitors, Invictus Partners does not resell, implement or audit enterprise software. With no vested interests, it is a true advocate for its clients. Pair this with packaged service offerings developed based on centuries of combined enterprise software industry experience of the leadership team, delivered by highly experienced analysts and consultants, and Invictus Partners has a formula that is hard to replicate.
Our goal is to complete an exit by 2026 through a trade sale to one of the identified entities. Based on current revenue targets the valuation of the trade sale is estimated to be in excess $50M, which would give our investors a considerable return on their investment.
Our mission is to save our clients over $2 billion in audit and licensing fines, as well as through software optimisation. We are well on track to delivering on this mission, with a direct and tangible $825 million already saved.
Doug is a 29+ year international IT veteran, having worked in executive and general manager roles with organisations including SAP, Oracle and IBM across A/NZ, Asia Pacific and Africa.
Doug’s intimate knowledge of software vendors, licensing and auditing practice has enabled him to successfully assist clients in retail, manufacturing, utilities, the public sector and financial services achieve a positive outcome in their audits, along with assisting them during software contract negotiations.
Heading up the team and the company, Doug embodies the relevant skills and mindset to grow this company into a worldwide organisation.
Russell is a 25+ year veteran of the IT industry holding numerous account director roles spanning major software vendors including IBM, Oracle and Computer Associates, as well as start ups, ISVs, local system integrators and service providers.
The most recent projects, where he was ultimately responsible for the outcome of the project and ongoing relationship with the customer include:
- ERP recommendation & feasibility study – public sector
- Audit defence and Microsoft review – utility
- Ongoing SAM and advisory – global manufacturer
- Design, development, launch and support of mobile app – large country-wide NGO
- Complex data projects – major bank
- Integration & data project – social insurer.
Janine is a 25+ year veteran of the IT industry, holding numerous strategy, enterprise architecture and sales roles spanning the major software vendors, system integrators and service providers.
In Janine’s roles, she has been responsible for architecting, selling and driving the successful outcome of largescale IT initiatives, as well as managing customer relationships and expectations. Key advisory roles include:
- Licence and support advisory services – all industries
- SAP/IT strategy and roadmaps – all industries
- ERP support services (vendor replacement & AMS) – all industries.
Relevant Documents
You should read the PDS, TMD (if applicable) or any Investment Memorandum (or other offer documents) related to this product before making an investment decision. These documents (if available) can be found at https://invictuspartners.io/, or if this is a "wholesale investor only" investment, can be viewed by contacting the Product Issuer identified on the aforementioned website.
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This offer of securities is available to sophisticated investors only. This product listing was vetted by and approved by the issuer identified above before publishing. Investment Markets (Aust) Pty Ltd AFSL 527875 (IM) is not the issuer of the securities.
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