5g Networks Limited · ASX:5GN
5g Networks — Merger or Acquisition (July 2021)
18 slides from 5g Networks's merger presentation, Jul 16, 2021
Slide 1: Merger of Webcentral and 5G Networks by Recommended Scheme of Arrangement
16 July 2021 Merger of Webcentral and 5G Networks by Recommended Scheme of Arrangement Webcentral ASX: WCG
Slide 2: Disclaimer
Disclaimer Important Notice This presentation (Presentation) is dated 16 July 2021 and has been jointly prepared by 5G Networks Limited (5GN) and Webcentral Group Limited (Webcentral) in relation to the proposed merger between 5GN and Webcentral by way of scheme of arrangement under Part 5.1 of the
Slide 3: Disclaimer
Disclaimer Forward looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the forward looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of 5GN,
Slide 4: Merger Highlights
Merger Highlights The Merger of Webcentral1 and 5G Networks2 by Recommended Scheme of Arrangement Delivers: A Larger Entity with a Single Shareholder Base Propelling the Company Towards ASX300 Status A Consolidated Debt Facility; Allowing the Company to Target Larger Accretive Acquisitions of Listed
Slide 5: Combined Business Profile
Combined Business Profile a Webcentral 8 N
Slide 6: Summary of Combined Webcentral Business
Summary of Combined Webcentral Business Revenue1 $110-120M 100GB IP Transit Nationally EBITDA2 Margin 20% + 70KM Fibre Connection to Capital City Data Centres 330,000 SMB Customers 600Gb of DDOS Mitigation 2,500 Corporate and Government Clients 900TB 900TB Cloud Capacity 360 Staff .com 500,000 Domai
Slide 7: Webcentral Product Offering
Webcentral Product Offering Webcentral services more than 330,000 Government, enterprise, wholesale, and small and medium businesses (SMB) customers across Australia and New Zealand. With 360 employees we seamlessly provide a range of cloud enabling solutions to businesses which consist of the follo
Slide 8: Webcentral Integration Achievements
Webcentral Integration Achievements Completed In Progress Operating Cash Flow1 $20M Annualised run rate Customer Support Improvements and Onshoring EBITDA Margin 20% + Fibre Connection to 80 Data Centres (connected 30 as at 30 June 2021) Executive and Management Team Integration Targeted Acquisition
Slide 9: Strategic Plan Focussed on Acquisitions and Organic Growth
Strategic Plan Focussed on Acquisitions and Organic Growth Establish 5GN Infrastructure Consolidate and Drive Organic Future Strategy Growth Strategic Acquisitions Strategic Acquisitions • Organic Growth • Webcentral – Domains, Hosting and • Anittel – Managed IT Digital Marketing • Infrastructure Ex
Slide 10: Revenue by Product
Revenue by Product FY20 $M Pro Forma FY21 $M1 Cloud 13.7 33.6 Total Revenue Domains www – 22.4 Network 7.4 9.6 and Voice FY20 $49.3M Data 7.7 8.5 Centres Pro Forma Managed FY21 YOY 12.8 14.6 Growth Services $107M 117% Digital Marketing – 7.8 Hardware and Software 7.7 10.5 Total 49.3 107.0 1. FY21 Pr
Slide 11: Webcentral Capital Structure
Webcentral Capital Structure ASX Code 5GN / WCG 2.50 Proforma Consolidated Shares on issue 314,363,4641 2.40 High $2.44 2.30 2.20 2.10 2.10 2.00 2.00 1.90 1.90 1.80 bdc 1.80 1.70 1.70 1.60 1.60 1.50 1.50 1.40 1.40 1.30 1.30 Share Price Performance 1.20 nsdc 1.20 1.10 1.10 1.00 1.00 0.90 0.90 0.80 0.
Slide 12: Transaction Overview
Transaction Overview a Webcentral N
Slide 13: Summary of the Merger
Summary of the Merger • 100% Scrip Offer with Webcentral to acquire 100% of the share capital of 5GN by way of a 5GN Recommended Merger transaction Scheme of Arrangement (the Merger) • 5GN shareholders to receive 2 Webcentral shares for each 5GN share held • Proforma Revenue of $110-120M1 Financial
Slide 14: Compelling Strategic Rationale
Compelling Strategic Rationale • The merger of Webcentral and 5GN will create a larger entity with a single shareholder base propelling the company towards ASX300 status Increased ASX • Significant increase in Market Capitalisation to approximately $300M1 Market Capitalisation • Potential inclusion
Slide 15: Summary of the Merger Implementation Agreement
Summary of the Merger Implementation Agreement • Webcentral and 5GN have entered into a Merger Implementation Agreement (“MIA”) which governs the terms upon which Overview 5GN will propose and implement a Scheme of Arrangement (“Scheme”) with its shareholders • Implementation of the Scheme is subjec
Slide 16: Key Risks
Key Risks Investment risk An investment in shares in 5GN or Webcentral is subject to investment and other known and unknown risks, some of which are beyond the control of 5GN and Webcentral. These risks, together with other general risks applicable to all investments in listed securities not specifi
Slide 17: Key Risks (continued)
Key Risks (continued) General economic conditions The financial performance of the Merged Group and the value of the new Webcentral shares may fluctuate due to various factors, including movements in the Australian and international capital markets, recommendations by brokers and analysts, interest
Slide 18: Thank you
Thank you For further information contact: Joe Demase Managing Director jd@webcentral.com.au 1300 10 11 12 Glen Dymond Chief Financial Officer gd@webcentral.com.au 0408 199 712 Joe Gangi Chairman jg@webcentral.com.au 1300 10 11 12