Corporate Travel Management Limited · ASX:CTD
Corporate Travel Management — Merger or Acquisition (December 2014)
28 slides from Corporate Travel Management's merger presentation, Dec 2, 2014
Slide 1: Acquisition of Chambers Travel and Diplomat Travel; Entitlement Offer
For personal use only Acquisition of Chambers Travel, UK and Diplomat Travel, Washington DC USA 2 for 35 Renounceable Underwritten Entitlement Offer to raise $45.5 million December 2014 Celebrating 20 Years 1994 2014
Slide 2: Disclaimer
Disclaimer The information in this presentation does not constitute personal investment advice. The presentation is not intended to be comprehensive or For personal use only provide all information required by investors to make an informed decision on any investment in Corporate Travel Management Li
Slide 3: Highlights
For personal use only Highlights European acquisition completes strategic global footprint USA acquisition expands presence to east coast USA Corporate Travel Management Limited (“CTM” or “the Company”, ASX Code CTD) has agreed to make two acquisitions: Chambers Travel UK/Europe (CT) for GBP23.6m
Slide 4: Highlights: Strategic Rationale
Highlights Strategic Rationale For personal use only CT completes CTM’s key global market coverage and establishes a strong base in the UK and key European markets DT is a high end expert travel company with niches in the NGO, Government, Defence and Security industries which complement CTM’s cu
Slide 5: Highlights: Funding and Trading Update
Highlights Funding For personal use only The acquisitions will be funded through an underwritten 2 for 35 Renounceable Entitlement Offer at $8.80 per share to raise $45.5 million The offer price reflects a 10.1% discount to the theoretical ex-rights price (TERP) of $9.78 and a discount of 10.6%
Slide 6: Agenda
Agenda: For personal use only • Overview: Chambers Travel/Diplomat Travel • Strategic rationale • Combined group financial overview • Entitlement offer details • Appendix
Slide 7: Chambers Travel overview
For personal use only • CT is an award winning 26 year old leading travel management company headquartered in London with approximately 220 employees • CT has expected sales volume for the year ended 31 March 2015 of approximately GBP135m • CT has offices in eight European countries including Englan
Slide 8: Chambers Travel management team
Chris joined Chambers as Commercial Director in 1999 after a number of senior roles in the corporate travel industry. For personal use only Chris had an entrepreneurial approach and led a strong pattern of growth for the company. After five years Chris led a management buyout to become the majority
Slide 9: For personal use only
For personal use only Page: 9
Slide 10: Diplomat Travel overview
For personal use only • DT is a 52 years old leading Travel Management company in the Washington DC/Virginia area servicing corporate clients in the North East USA • Total sales volume for the year ended 31 December 2014 is expected to be USD45m • DT expands CTM’s USA coverage to the East Coast of t
Slide 11: Diplomat Travel management: Denise Guida
For personal use only DENISE S GUIDA PRESIDENT / OWNER DIPLOMAT TRAVEL SERVICES Born and raised In Australia, Denise had the typical Aussie desire to see the world. In the early 1970’s she left for a two year exploration that turned into 40 plus years of adventure but, always, with travel as its cen
Slide 12: CTM Footprint and Unique Value Proposition
CTM Footprint For personal use only Unique Value Proposition Operating out of 46 cities in 23 countries Over 1800 employees Page: 12
Slide 13: Agenda
Agenda: For personal use only • Overview: Chambers Travel/Diplomat Travel • Strategic rationale • Combined group financial overview • Entitlement offer details • Appendix
Slide 14: Merger and Acquisition Discipline
Merger and Acquisition Discipline CTM’s acquisition strategy has remained consistent across all acquisitions: For personal use only Strong discipline in selection criteria – looking for the “1 in 100” Alignment - “Skin in the game” for leaders and/or senior management Focus on financial and pe
Slide 15: Strategic Rationale – Chambers Travel
Strategic Rationale – Chambers Travel • Establishes an immediate and mature scalable presence in eight countries in Europe – the last key region in CTM’s global strategy UK/Europe For personal use only • CTM becomes a genuine global player and can genuinely compete in the global/regional sector, est
Slide 16: Europe Market Relative Size
Europe Market Relative Size For personal use only Page: 16 Source: Boeing Current Market Outlook 2014-2033 USD$(B) based on Total Travel Market
Slide 17: Strategic Alignment – Chambers Travel
Strategic Alignment – Chambers Travel For personal use only CHAMBERS CTM Client service and people focused culture as reflected by high client and staff retention rates Focus on improving client-facing solutions through in-house developed operating platforms Industry recognition – multi-awar
Slide 18: Strategic Rationale – Diplomat Travel
Strategic Rationale – Diplomat Travel For personal use only • Establishes an immediate and mature presence in the East Coast of the USA, creating USA Scale coverage in all time zones in the mainland USA • CTM will now operate out of 18 cities across 8 states • Access to the lucrative Washington DC m
Slide 19: Agenda
Agenda: For personal use only • Overview: Chambers Travel/Diplomat Travel • Strategic rationale • Combined group financial overview • Entitlement offer details • Appendix
Slide 20: Proforma FY14 Group Result
Proforma FY14 Group Result Pro-forma For personal use only CTM Chambers ᵇ Diplomatᵇ Group Total AUD $mᵃ AUD $m TTV (unaudited) 1384.0 212.8 53.9 1650.7 Revenue 110.5 25.7 3.9 140.1 EBITDA (unadjusted) 27.1 3.0 2.6 32.7 EBITDA (underlying) 28.9 3.0 2.6 34.5 NPBT (statutory) 23.0 2.7 2.5 28.2 NPAT (st
Slide 21: Pro Forma Balance Sheet
Pro Forma Balance Sheet For personal use only Pro-forma CTMᵃ Chambersᵇ Diplomatᵇ Funding Group Total AUDm AUDm AUDm AUDm Cash 32.0 7.4 3.4 0.9 43.6 Receivables and other 103.3 12.7 0.0 9.2 125.2 Total Current Assets 135.3 20.1 3.4 10.1 168.8 PP&E 3.4 0.2 - - 3.6 Intangibles 109.1 - - 74.0 183.2 Tota
Slide 22: Trading Update and Guidance
Trading Update and Guidance For personal use only Upgraded Guidance: • FY15 underlying EBITDA Guidance expected to be above $45.0m (previous upgrade October 2014 above $41.0m) • Assumes six months contribution of $4.0m from Chambers Travel and Diplomat Travel • Guidance assumes no economic shocks, c
Slide 23: Strategy
Strategy Aspirations: For personal use only To be in every major region (ANZ, North America, Asia, Europe) with potential for emerging markets where suitable Win market share via local client growth in all operations and regions By working with our clients, continuing to develop new technology
Slide 24: Agenda
Agenda: For personal use only • Overview: Chambers Travel/Diplomat Travel • Strategic rationale • Combined group financial overview • Entitlement offer details • Appendix
Slide 25: Entitlement Offer Details
Entitlement Offer Details For personal use only Fully Underwritten Renounceable Entitlement Offer Entitlement Offer Ratio 2 for 35 Amount Raised $45.5 million Capital Structure Current Issued Capital 90,517,621 shares New Shares Issued 5,172,435 shares Post Entitlement Offer Capital Structure* 95,69
Slide 26: Offer Timetable
Offer Timetable For personal use only Event Date Announcement of the Entitlement Offer 3 December 2014 Mailing of the Entitlement Offer details 4 December 2014 Ex-date and Rights trading commences 5 December 2014 Record Date for Entitlement Offer (7.00pm AEDT) 9 December 2014 Information Booklet and
Slide 27: Agenda
Agenda: For personal use only • Overview: Chambers Travel/Diplomat Travel • Strategic rationale • Combined group financial overview • Entitlement offer details • Appendix
Slide 28: Risks
Risks For personal use only Acquisition of CT and DT entities • Subject to the satisfaction of limited conditions • Historical liabilities and partial reliance on information provided by vendors • Integration risk and actual results may differ from expectations Economic • Specific (corporate and lei
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