Prospectus - Nitro PDF

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Nitro Software LimitedACN 079 215 419ProspectusInitial Public Offering of Ordinary SharesLead ManagerCo-Manager

ContentsImportant informationImportant informationifcKey Offer information4Chairman’s letter6Co-founder and CEO’s letter81. Investment overview102. Industry overview263. Company overview384. Financial information545. Risks816. K ey people, interests andbenefits917. Details of the Offer1128. I ndependent LimitedAssurance Report1259. Additional information134Appendix A: Significantaccounting policies148Appendix B: Corporate structure– list of subsidiaries157Glossary159Corporate directory175OfferThis Prospectus is issued by NitroSoftware Limited (ACN 079 215 419)(“Nitro” or the “Company”) and NitroSoftware SaleCo Limited (ACN 637 092794) (“SaleCo”) for the purposes of Part6D of the Corporations Act 2001 (Cth)(“Corporations Act”). The offer containedin this Prospectus is an initial public offer(“IPO”) to acquire fully paid ordinaryshares in the capital of Nitro (the “Offer”).Lodgement and ListingThis Prospectus is dated Thursday,21 November 2019 (“Prospectus Date”)and a copy of this Prospectus waslodged with the Australian Securitiesand Investments Commission (“ASIC”)on that date.Nitro will apply to the Australian SecuritiesExchange (“ASX”) within seven days of theProspectus Date for admission of Nitro tothe official list of the ASX and quotationof the fully paid ordinary shares in Nitro(“Shares”) on the ASX (“Listing”).No Shares will be issued or sold onthe basis of this Prospectus later thanMonday, 21 December 2020, being13 months after the Prospectus Date.None of ASIC, ASX or their respectiveofficers take any responsibility for thecontents of this Prospectus or for themerits of the investment to which thisProspectus relates.Exposure PeriodThe Corporations Act prohibits Nitro orSaleCo from processing applications tosubscribe for, or acquire, Shares underthis Prospectus (“Applications”) in theseven-day period after lodgement ofthis Prospectus with ASIC (“ExposurePeriod”). The Exposure Period may beextended by ASIC by up to a furtherseven days.The purpose of the Exposure Period is toenable this Prospectus to be examinedby market participants prior to the raisingof funds. The examination may result inthe identification of deficiencies in thisProspectus, in which case any Applicationmay need to be dealt with in accordancewith Section 724 of the Corporations Act.Nitro ProspectusApplications received during theExposure Period will not be processeduntil after the expiry of the ExposurePeriod. No preference will be conferredon any Applications received during theExposure Period.Note to ApplicantsThe information contained in thisProspectus is not investment or financialproduct advice and does not take intoaccount your investment objectives,financial situation, tax position orparticular needs.It is important that you read thisProspectus carefully and in its entiretybefore deciding whether to investin Shares.In particular, you should consider the riskfactors that could affect the performanceof Nitro. You should carefully considerthese risks in light of your personalcircumstances, investment objectives,financial situation, tax position andparticular needs, and seek professionalguidance from your stockbroker,accountant, lawyer, financial adviser orother independent professional adviserbefore deciding whether to investin Shares.Some of the key risk factors that shouldbe considered by prospective investorsare set out in Section 5. There may be riskfactors in addition to these that shouldbe considered in light of your personalcircumstances.You should also consider the generaland specific assumptions underlyingthe Forecast Financial Information (seeSection 4.11).No person named in this Prospectus,nor any other person, guarantees theperformance of the Company, therepayment of capital by the Company orthe payment of a return on the Shares.Industry DataThis Prospectus (and in particularSection 2) contains statistics, dataand other information relating tomarkets, market sizes, market shares,market positions and other industry

Important informationdata pertaining to Nitro’s business andmarkets (“Industry Data”). Where indicatedby specific attribution to Forrester, theIndustry Data is based on a market studythat Nitro commissioned from ForresterResearch Limited ("Forrester" or "ForresterConsulting").Unless otherwise indicated, the Industry Dataused in this Prospectus is current as of theProspectus Date.Investors should note that industry andmarkets data, and statistics, are inherentlypredictive and subject to uncertaintyand not necessarily reflective of actualmarket conditions.DisclaimerNo person is authorised to give anyinformation or make any representationin connection with the Offer which is notcontained in this Prospectus. Any informationor representation not so contained may notbe relied on as having been authorised byany member of the Nitro Group, SaleCo orany of their respective affiliates, Directors,officers, employees, advisers, agents,partners, consultants or representatives, orany person with a direct or indirect equityinterest in Nitro or SaleCo (each a “LimitedParty” and together, the “Limited Parties”),or any other person in connection with theOffer. You should rely only on information inthis Prospectus. None of the Limited Partiesnor any other person warrants or guaranteesthe future performance of Nitro or anyreturn on any investment made pursuant tothis Prospectus.As set out in Section 7, it is expected that theShares will be quoted on the ASX initially ona deferred settlement basis. Nitro, SaleCo,their respective Directors and officers, theShare Registry and Morgan Stanley AustraliaSecurities Limited (“Morgan Stanley” orthe “Lead Manager”) disclaim all liability,whether in negligence or otherwise, topersons who trade Shares before receivingtheir holding statement.The Offer is managed and underwritten byMorgan Stanley, subject to the terms andconditions of the Underwriting Agreement.The Lead Manager has not authorised,permitted or caused the issue or lodgement,submission, dispatch or provision of thisProspectus and there is no statement in thisProspectus that is based on any statementmade by them or by any of their respectiveaffiliates, officers, employees or advisers (orby the officers, employees or advisers of theiraffiliates). To the maximum extent permittedby law, the Lead Manager and each of theirrespective affiliates, officers, employees andadvisers (and each of the officers, employeesand advisers of their affiliates) expresslydisclaim all liabilities in respect of, makeno representations regarding, and take noresponsibility for, any part of this Prospectus(other than references to their name),and make no representation or warrantyas to the currency, accuracy, reliability orcompleteness of this Prospectus. For furtherinformation on the terms and conditions ofthe Underwriting Agreement, you shouldrefer to Section 9.5.uncertainties, assumptions and otherimportant factors, many of which arebeyond the control of Nitro, the Directors ofNitro and SaleCo and the management ofNitro. Forward-looking statements shouldtherefore be read in conjunction with, andare qualified by reference to, Sections 4 and5, and other information in this Prospectus.Forward-looking statementsThis Prospectus includes informationregarding the past performance of Nitro.Past performance information given in thisProspectus is given for illustrative purposesonly. Investors should be aware that pastperformance does not represent, and shouldnot be relied upon as being indicative of,future performance.This Prospectus contains forward-lookingstatements which are statements thatmay be identified by words such as “may”,“could”, “believes”, “estimates”, “expects”,“intends”, “projects”, “anticipates”, “target”,“plan”, “predict”, “propose”, “will”, “goals”,“aims”, “forecast”, “outlook”, “upside”, “likely”,“should” and other similar words that reflect,involve or imply risks and uncertainties. TheForecast Financial Information is an exampleof forward-looking statements.Any forward-looking statements are basedon an assessment of present economicand operating conditions and on a numberof assumptions regarding future eventsand actions that, at the Prospectus Date,are expected to take place (including theassumptions set out in Section 4).Nitro does not have any present intentionto update or revise forward-lookingstatements, or to publish prospectivefinancial information in the future, regardlessof whether new information, future eventsor any other factors affect the informationcontained in this Prospectus, other than tothe extent required by law.Any forward-looking statements are subjectto various risk factors that could causeNitro’s actual results to differ materiallyfrom the results expressed or anticipatedin these statements. Such statements arenot guarantees of future performanceand involve known and unknown risks,None of the Limited Parties give anyassurance as to the reasonableness of anyforward-looking statements contained in thisProspectus or that the results, performanceor achievements expressed or implied by theforward-looking statements contained in thisProspectus will actually occur and investorsare cautioned not to place undue reliance onthese forward-looking statements.Statements of past performanceFinancial Information presentationSection 4 sets out in detail the FinancialInformation referred to in this Prospectus.The basis of preparation of that informationis set out in Section 4.2. All referencesto FY2017, FY2018, FY2019 and FY2020appearing in this Prospectus are referencesto the financial years ended 31 December2017, 31 December 2018, 31 December2019 and 31 December 2020, respectively,and all references to 1H2018 and 1H2019appearing in this Prospectus are referencesto the six months ended 30 June 2018and 30 June 2019, respectively, unlessotherwise indicated.The Financial Information has been preparedin accordance with the recognition andmeasurement principles prescribed inAustralian Accounting Standards (“AAS”)and other authoritative pronouncementsadopted by the Australian AccountingStandards Board (“AASB”), which areconsistent with the International FinancialReporting Standards (“IFRS”) as issued by theInternational Accounting Standards Board(“IASB”) and the accounting policies of Nitro.Nitro Prospectus1

Important informationAll financial amounts contained in thisProspectus are expressed in U.S. dollarsand are rounded to the nearest dollar(unless otherwise stated). Any discrepanciesbetween totals and sums of components intables, figures and body content containedin this Prospectus are due to rounding.Tables, figures and body content containedin this Prospectus have not been amendedby Nitro to correct immaterial summationdifferences that may arise from this roundingconvention. The Financial Information in thisProspectus should be read in conjunctionwith, and is qualified by reference to, theinformation contained in Sections 4 and 5and other information in this Prospectus.Where financial information and metricspresent pro forma amounts, they have beenlabelled “pro forma”.unless the Shares are registered underthe U.S. Securities Act or are offered, sold,pledged or otherwise transferred pursuantto an exemption from, or in a transaction notsubject to, the registration requirements ofthe U.S. Securities Act or the securities lawsof any State or any other jurisdiction in theUnited States.No offering where offering wouldbe illegalAn electronic copy of this Prospectus isavailable to Australian residents online athttps://nitrooffer.thereachagency.com.This Prospectus does not constitute anoffer or invitation to apply for Shares in anyplace in which, or to any person to whom, itwould not be lawful to make such an offeror invitation. No action has been taken toregister or qualify the Shares or the Offer,or to otherwise permit a public offering ofShares, in any jurisdiction outside Australia.The distribution of this Prospectus (includingin electronic form) outside Australia may berestricted by law and any person who comesinto possession of this Prospectus outsideAustralia should seek advice and observe anysuch restrictions. Any failure to comply withsuch restrictions may constitute a violation ofapplicable securities laws.This Prospectus does not constitute anoffer to sell, or a solicitation of any offerto buy, securities in the United States.This Prospectus has been prepared forpublication in Australia and may not bedistributed to, or relied upon by, any personin the United States.The Shares have not been, and will not be,registered under the U.S. Securities Act of1933, as amended (“U.S. Securities Act”),or the securities laws of any State or otherjurisdiction of the United States, and maynot be offered, sold, pledged or otherwisetransferred, directly or indirectly, in theUnited States, or to or for the account orbenefit of any person in the United States,2Nitro ProspectusThe Offer is not being extended to anyinvestor outside Australia, other than tocertain Institutional Investors as part of theInstitutional Offer.None of the Limited Parties (and none ofthe officers, employees and advisers ofeach of their affiliates) accepts any liabilityor responsibility for determining whethera person is able to participate in the Offer.Obtaining a copy of this ProspectusThe Offer constituted by this Prospectus inelectronic form is only available to personsdownloading or printing it within Australiaand is not available to persons in any otherjurisdiction (including the United States).Persons who access the electronic versionof this Prospectus must ensure that theydownload and read the entire Prospectus.A paper copy of this Prospectus isavailable free of charge to Australianresident investors by calling the Nitro OfferInformation Line on 1300 352 259 (withinAustralia) and 61 3 9415 4300 (outsideAustralia) from 8:30am until 5:30pm(Melbourne, Australia time), Monday to Friday(excluding public holidays).ApplicationsApplications may be made only during theOffer Period by completing an ApplicationForm in respect of the Broker Firm Offeror Priority Offer (whichever is relevantto you and which is generally referredto as an Application Form) attached to,or accompanying, this Prospectus inits paper copy form, or in its electronicform, which must be downloaded inits entirety from the Offer website,https://nitrooffer.thereachagency.com.By making an Application, you represent andwarrant that you were given access to thisProspectus, together with an ApplicationForm. The Corporations Act prohibits anyperson from passing on to another personany Application Form unless it is attachedto, or accompanied by, the complete andunaltered version of this Prospectus.No cooling-off rightsCooling-off rights do not apply to aninvestment in Shares offered under thisProspectus. This means that, in mostcircumstances, you cannot withdraw yourApplication once it has been accepted.Definitions and timeDefined terms and expressions used in thisProspectus are explained in the Glossary atthe end of this Prospectus.Unless otherwise stated or implied,references to times in this Prospectus areto Melbourne, Australia time.PrivacyBy filling out an Application Form, you areproviding personal information to Nitro,SaleCo and the Share Registry. Nitro, SaleCoand the Share Registry may collect, holdand use that personal information in orderto process your Application, service yourneeds as a Shareholder, provide facilities andservices that you request and/or carry outappropriate administration.Some of this personal information iscollected as required or authorised bycertain laws including the Income TaxAssessment Act 1997 (Cth) and theCorporations Act.If you do not provide the informationrequested in an Application Form, yourApplication may not be able to be processedor accepted.Your personal information may also be usedfrom time to time to inform you about otherproducts and services offered by Nitro whichmay be of interest to you.Your personal information may also beprovided to agents and service providers ofNitro on the basis that they deal with suchinformation in accordance with the privacypolicy of Nitro. These agents and serviceproviders may be located outside Australiawhere your personal information may notreceive the same level of protection as that

Important informationafforded under Australian law. The types ofagents and service providers that may beprovided with your personal information andthe circumstances in which your personalinformation may be shared are: the Share Registry for ongoingadministration of the register ofmembers; the Lead Manager in order to assess yourApplication; printers and other companies for thepurposes of preparation and distributionof statements and for handling mail; market research companies for thepurposes of analysing the Shareholderbase and for product development andplanning; and legal and accounting firms, auditors,contractors or consultants andother advisers for the purposes ofadministering, and advising on, theShares and for associated actions.If a person who submits an Application(“Applicant”) becomes a Shareholder, theCorporations Act requires Nitro to includeinformation about the Shareholder (includingname, address and details of the Sharesheld) in its public register of members. If youdo not provide all the information requested,your Application Form may not be able tobe processed.The information contained in the Nitroregister of members must remain thereeven if a person ceases to be a Shareholder.Information contained in the Nitro register ofmembers is also used to facilitate dividendpayments and corporate communications(including financial results, annual reportsand other information that Nitro maywish to communicate to its Shareholders)and compliance by Nitro with legal andregulatory requirements. An Applicant has aright to access and correct the informationthat Nitro, SaleCo and the Share Registryhold about that person, subject to certainexemptions under law.Applicants can obtain a copy of Nitro'sprivacy policy by visiting the Nitro website(http://gonitro.com). The privacy policycontains further details regarding access,correction and complaint rights andprocedures.To the extent of any inconsistency betweenthe foregoing and Nitro’s privacy policy,accessible at Nitro’s website, the foregoingwill apply. In all other respects, personalinformation collected by Nitro and SaleCoin connection with your Application will behandled in accordance with the privacypolicy. To contact Nitro regarding privacymatters, please use the contact detailsprovided on its website, or write to Nitro atits address set out in the corporate directoryon the final page of this Prospectus.Independent Limited AssuranceReport on Financial Information andfinancial services guideThe Share Registry’s complete privacypolicy is available at the Share Registry’swebsite, https://www.computershare.com.Queries regarding the Share Registry’sprivacy policy may also be emailed toweb.queries@computershare.com.au.If you have any questions about how toapply for Shares, please call the Nitro OfferInformation Line on 1300 352 259 (withinAustralia) and 61 3 9415 4300 (outsideAustralia) from 8:30am until 5:30pm(Melbourne, Australia time), Mondayto Friday (excluding public holidays).Instructions on how to apply for Shares areset out in Section 7 and on the Applicationform.Nitro’s websiteAny references to documents includedon the Nitro website, http://gonitro.com,are for convenience only, and none ofthe documents or other informationavailable on Nitro’s website form part ofthis Prospectus and are not interpretedas part of this Prospectus, or incorporatedherein by reference.Photographs and diagramsThe provider of the Independent LimitedAssurance Report on the FinancialInformation is required to provide Australianretail clients with a financial servicesguide in relation to the review under theCorporations Act. The financial servicesguide is provided in Section 8.QuestionsIf you have any questions about whetherto invest in Nitro, you should seekprofessional advice from your stockbroker,accountant, lawyer, financial adviser or otherindependent professional adviser.This document is important and shouldbe read in its entirety.Photographs used in this Prospectus that donot have descriptions are for illustration onlyand should not be interpreted to mean thatany person shown endorses this Prospectusor its contents or that the assets shown inthem are owned by Nitro. Diagrams usedin this Prospectus are illustrative only andmay not be drawn to scale. Unless otherwisestated, all data contained in charts, graphsand tables is based on information availableat the Prospectus Date.LogosThis Prospectus may contain trademarks andtrade names of third parties, which are theproperty of their respective owners. Thirdparty trademarks and trade names usedin this Prospectus belong to the relevantowners and use is not intended to representsponsorship, approval or association by orwith Nitro, SaleCo or the Lead Manager.Nitro Prospectus3

Key Offer informationImportant datesProspectus DateOpening date of the Broker Firm Offer and Priority OfferClosing date of the Broker Firm Offer and Priority OfferSettlement of the OfferThursday, 21 November 2019Friday, 29 November 2019Friday, 6 December 2019Tuesday, 10 December 2019Issue of Shares under the Offer (Completion of the Offer)Wednesday, 11 December 2019Expected commencement of trading on ASX on adeferred settlement basisWednesday, 11 December 2019Expected despatch of holding statementsShares expected to begin trading on the ASX on a normalsettlement basisThursday 12 December 2019Friday, 13 December 2019Dates may changeThis timetable is indicative only and may change without notice. Unless otherwise indicated, all times are stated in Melbourne,Australia time. The Lead Manager and the Company reserve the right to vary any and all of the above dates and times without notice(including, subject to the ASX Listing Rules and the Corporations Act, to close the Offer early, to extend the closing date, or to acceptlate applications or bids, either generally or in particular cases, or to cancel or withdraw the Offer before Settlement, in each casewithout notifying any recipient of this Prospectus or applicants). Offers may be made and may be open for acceptances, under thisProspectus either generally or in particular cases, including until Completion or, subject to the Corporations Act, thereafter, at thediscretion of the Directors.If the Offer is cancelled or withdrawn before the allocation of Shares, then all application monies will be refunded in full (withoutinterest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit theirapplications as soon as possible after the Offer opens.How to investApplications for Shares can only be made by completing and lodging an Application Form. Instructions on how to apply for Shares areset out in Section 7 and on the back of the Application Form.4Nitro Prospectus

Key Offer statistics1Offer PriceTotal number of Shares to be issued under the OfferTotal proceeds of the OfferA 1.72 per Share64.1 millionA 110.2 millionTotal number of Shares on issue on Completion of the Offer188.9 millionNumber of Shares to be held by Existing Shareholderson Completion of the Offer2124.8 millionMarket capitalisation at the Offer Price3A 324.9 millionPro forma net cash (as of 30 June 2019)4A 61.9 millionEnterprise value at the Offer Price5A 263.1 millionEnterprise value/pro forma FY2019 forecast revenue67.4xEnterprise value/pro forma FY2020 forecast revenue74.5xNotes:1. Dollar amounts presented in the key Offer statistics table are in Australian dollars. This table contains Forecast Financial Information and information derivedfrom the Forecast Financial Information. The Forecast Financial Information is based on assumptions and accounting policies set out in Section 4 andAppendix A, and is subject to the key risks set out in Section 5. There is no guarantee that the forecasts will be achieved. Certain financial information in thisProspectus is described as pro forma for the reasons described in Section 4. Forecasts have been included in this Prospectus for FY2019 and FY2020.2. Excluding any Shares acquired under the Offer.3. Market capitalisation at the Offer Price is defined as the Offer Price multiplied by the total number of Shares on issue at Completion of the Offer.4. Pro forma net cash is equivalent to cash and cash equivalents (as of 30 June 2019), calculated on a pro forma basis immediately after completion of the Offer,converted to Australian dollars at an exchange rate of A 1.00 US 0.685.5. The enterprise value at the Offer Price is defined as market capitalisation at the Offer Price, less pro forma net cash of 42.3 million as of 30 June 2019,converted to Australian dollars at an exchange rate of A 1.00 US 0.685.6. The enterprise value/revenue multiple is calculated as enterprise value at the Offer Price divided by pro forma forecast FY2019 revenue of 35.4 million,converted to Australian dollars at an exchange rate of A 1.00 US 0.685.7. The enterprise value/revenue multiple is calculated as enterprise value at the Offer Price divided by pro forma forecast FY2020 revenue of 40.5 million,converted to Australian dollars at an exchange rate of A 1.00 US 0.685.Nitro Prospectus5

Chairman’s letter“Today, Nitro has over1.8 million licensed usersaround the world, and servesover 10,400 Business Customersacross 144 countries.”Dear investor,On behalf of the Directors, it is my pleasure to invite you toconsider becoming a shareholder in Nitro Software Limited.Nitro is a global document productivity software company thataims to drive digital transformation in organisations around theworld across multiple industries. The Company’s core solution,the Nitro Productivity Suite, provides integrated PortableDocument Format (“PDF”) productivity and electronic signature(“eSignature”) tools to customers through a horizontal, softwareas-a-service (“SaaS”) and desktop-based software solution. Thesolution allows knowledge workers to productively manageand process documents for many functions including editing,collaboration, storage and electronic signing.The Company was founded in 2005 in Melbourne, Australia,and has since expanded to have offices in the United States, theUnited Kingdom and Ireland. Today, Nitro has over 1.8 millionlicensed users around the world, and serves over 10,400Business Customers across 144 countries. Nitro’s customer baseincludes 65% of the 2019 Fortune 500 list, and two of the 2019Fortune 10 list.1 Nitro has grown its number of user licensesat a compound annual growth rate (“CAGR”) of 59% betweenFY2008 and 1H2019.Customers choose the Nitro Productivity Suite for a numberof reasons, including the integration of PDF productivity andeSigning in a single tool, its ease of implementation and fastadoption, the ability for the solution to scale quickly and easily,1. Figures as at 1H2019.6Nitro Prospectusa licensing model that provides unlimited electronic signaturecapabilities, and access to real-time analytics and reporting toquantify the impact of the solution and provide tangible returnon investment (“ROI”).The revenue opportunity attributable to the portion of theserviceable available market that Nitro may currently be ableto realistically serve is estimated by Forrester in a market studyprepared for Nitro to be 5.5 billion, and is expected to grow ata rate of 11% per annum over the next four years. This marketrepresents a global serviceable available market of 46 billionwhich has the potential to continue to expand in future years, asestimated by Forrester. The adoption of SaaS-based solutions inthe document productivity and eSignature market is driven by anumber of global trends, including organisational cost control,the desire for greater ecosystem connectivity, an expanding andincreasingly globalised workforce, and the need for enhancedturnaround speed, transparency and culture. All of these trendsare helping to drive adoption of solutions such as the NitroProductivity Suite.Nitro is led by a highly regarded and experienced managementteam, each of whom bring extensive leadership experience fromboth internal and external roles. Our Chief Executive Officer(“CEO”) Sam Chandler, and our Senior Vice President of Tax andTreasury Rich Wenzel, were co-founders of the business and havebeen actively involved in it for over 14 years. Both Sam and Rich,as well as the entire management team of Nitro, are committedto leading the business following our listing on the ASX.

Between 1 January 2017 and 31 December 2020, we are forecastto deliver compound annual growth in pro forma revenue of13%, with pro forma revenue from subscription licenses forecastto grow at a CAGR of 90% over the same period. In addition,the Company is characterised by a sticky customer base thattend to expand their usage over time, as evidenced by our netrevenue dollar retention ratio of over 125% for 1H2019. WhilstNitro has incurred net losses on a consolidated basis since itsinception, the Company is working to achieve profitability acrossall of its core markets; although the Company does not expect togenerate a profit during the forecast period.Nitro has a growth strategy that seeks to expand usage of theNitro solution within existing customers, win new enterprisecustomers, expand the revenue contribution from largerenterprise customers, while continuing to invest in productdevelopment and innovation, and supplementing our growththrough strategic acquisitions where appropriate.The purpose of the Offer is to provide funding and financialflexibility to support our growth strategy, to repay existingindebtedness to enable existing Shareholders to partiallymonetise their investment in the Company, to broaden ourshare

9. Additional information 134 Appendix A: Significant accounting policies 148 Appendix B: Corporate structure – list of subsidiaries 157 Glossary 159 Corporate directory 175 Offer This Prospectus is issued by Nitro Software Limited (ACN 079 215 419) (“Nitro” or the “Company”) and

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