Mayfield Childcare Ltd. · ASX:MFD
Mayfield Childcare — Merger or Acquisition (November 2021)
32 slides from Mayfield Childcare's merger presentation, Nov 1, 2021
Slide 1: Acquisition of childcare centres and equity raising presentation
For personal use only Acquisition of childcare centres and equity raising presentation 1 November 2021
Slide 2: Disclaimer
Disclaimer The following disclaimer applies to this investor presentation prepared by Mayfield Childcare Limited ACN 604 970 390 (Mayfield) which is dated 1 November 2021 (Presentation). For personal use only This Presentation has been prepared in relation to: • a placement of new fully paid ordinar
Slide 3: Disclaimer (cont.)
Disclaimer (cont.) Past performance For personal use only The past performance and position of Mayfield reflected in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Mayfield's views on its future financial performance or condit
Slide 4: Table of contents
For personal use only Table of contents • Executive summary • About Mayfield • Acquisition overview • Strategic rationale • Financial overview • Equity raising summary • Key risks • Offer Jurisdictions
Slide 5: Executive summary
Executive summary For personal use only • Transformational acquisition of 14 premium childcare centres across Victoria, Queensland and South Australia (“Genius Education”) from Genius Education Holdings Pty Ltd (“Genius”)(the “Acquisition”) Acquisition • Centres are operated under a premium brand, i
Slide 6: Executive summary (cont.)
Executive summary (cont.) For personal use only • Institutional Placement to raise gross proceeds of approximately $8.0m (the “Placement”). Approximately 7.6 million new fully paid ordinary shares (“New Shares”) will be issued under the Offer • New Shares will be issued at $1.05 per New Share, repre
Slide 7: About Mayfield
For personal use only About Mayfield
Slide 8: Mayfield overview
Mayfield overview Aspiring to the highest quality of education and care for children For personal use only 22 Victorian based long day care centres (pre acquisition) 1,852 ACECQA registered childcare places 450+ Early Childhood Educators 3,000+ Families Bespoke quality education and improvement plan
Slide 9: Board and management
Board and management Incoming For personal use only Peter Lowe Dean Clarke Michelle Clarke David Niall Lubna Matta Chairman Executive Director & CEO Executive Director Non-Executive Director Non-Executive Director • Over 17 years of listed and • Actively involved in the • Intimately involved in the
Slide 10: 1H CY21 underlying (pre-AASB 16) company performance
1H CY21 underlying (pre-AASB 16) company performance Solid gains reflecting a more normalised trading environment For personal use only $20.0m $17.5m $16.9m $16.1m Recently acquired 2 Victorian-based, purpose- $16.0m built centres (70 place and 111 place) $12.0m Announced inaugural interim fully fra
Slide 11: Outlook
Outlook For personal use only ▪ The return of state-wide lockdowns in Victoria, access restrictions on childcare and requirements to waive parent gap-payments have impacted second half growth ▪ While occupancy growth has slowed compared to 1H CY21, overall occupancy is expected to be circa 70%, up 3
Slide 12: Acquisition overview
For personal use only Acquisition overview
Slide 13: Genius Childcare
Genius Childcare For personal use only Innovative and holistic provider of premium early education for preschool aged children Learn for a lifetime. ▪ State-of-art, purpose built childcare facilities Play smart. Accredited curriculum designed with a strong ▪ Centres feature interactive spaces and ad
Slide 14: Genius Childcare
Genius Childcare For personal use only Seaford Wulguru Mooroolbark Cheltenham Sheridan Gardens Clifton Beach 14
Slide 15: Strategic rationale
For personal use only Strategic rationale
Slide 16: Strategic rationale
Strategic rationale For personal use only • Positions Mayfield from a small Victorian based operator to a leading Australian childcare operator with a portfolio of premium centres and strong growth pipeline Transforms size • Incremental addition of earnings substantially increases the financial stan
Slide 17: Transforms size and scale of Mayfield
Transforms size and scale of Mayfield For personal use only ▪ Transformational acquisition that immediately increases the size and scale of Mayfield Combination ▪ Combination adds earnings and 14 centres to the • Experienced operator • 14 childcare centres • 36 childcare centres combined group of ma
Slide 18: Diversifies geographic footprint
Diversifies geographic footprint For personal use only ▪ Highly complementary portfolio of Mayfield current portfolio centres allowing immediate entry into Queensland and South State Centres Australia whilst expanding the Victoria 22 Victorian footprint Total 22 ▪ Purpose built, premium centres that
Slide 19: Significant growth pipeline
Significant growth pipeline For personal use only ▪ Genius to identify, develop and trade- Pipeline Terms up childcare centres for sale to Mayfield Term 5 years ▪ Mayfield to purchase centres once pre- agreed performance metrics are met Acquisition Price 4.25x EBITDA (EBITDA of previous three months
Slide 20: Access to 'premium' Genius brand & business model
Access to ‘premium’ Genius brand & business model ▪ The Genius offering targets families Key Genius learning areas For personal use only searching for a premium and holistic education experience ▪ Accredited curriculum designed with a Creative expression Physical wellbeing and our strong emphasis on
Slide 21: Genius Childcare premium branding
Genius Childcare premium branding For personal use only 21
Slide 22: Key Metrics & Acquisition terms
Key Metrics & Acquisition terms Acquisition terms Key metrics For personal use only Number of Purchase price • $39.2 million1 (including minimum earn-out) • 14 services Acquisition Number of • 4.9x CY22F EBITDA (including earn-out multiple) • 1,347 metrics licensed places • 1.0x CY22F subject to ach
Slide 23: Equity raise
For personal use only Equity raise
Slide 24: Offer summary
Offer summary For personal use only • Institutional Placement to raise gross proceeds of approximately Source of funds1 $8.0m (“Placement”). Approximately 7.6 million new Mayfield Institutional Placement $8.0m ordinary shares (“New Shares”) will be issued under the Offer Offer structure SPP $1.0m •
Slide 25: Timetable
Timetable For personal use only Item Date Trading halt Friday, 29 October 2021 Placement opens Friday, 29 October 2021 Placement closes 5pm Friday, 29 October 2021 Announcement of Placement and Acquisition Monday, 1 November 2021 Trading halt lifted and shares recommence trading Monday, 1 November 2
Slide 26: Key risks
For personal use only Key risks
Slide 27: Key risks
Key risks Completion of the Acquisition is subject to the fulfilment of certain conditions precedent, particularly those as set out in the share sale agreement for the Acquisition. The ability of Mayfield to achieve its stated Contractual risk For personal use only objectives will depend on the perf
Slide 28: Key risks
Key risks The Australian childcare sector is heavily regulated, including by the Education and Care Services National Law Act 2010 (Vic), which has been adopted by all Australian States and Territories. Supporting legislative regulations prescribe frameworks for the operation of childcare centres in
Slide 29: General risks
General risks On completion of the Placement and SPP, the new Mayfield Shares may trade on ASX at higher or lower prices than the issue price. Investors who decide to sell their new Mayfield Shares after the Placement and For personal use only SPP may not receive the amount of their original investm
Slide 30: Offer jurisdictions
For personal use only Offer jurisdictions
Slide 31: Offer jurisdictions
Offer jurisdictions WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been For personal use only authorised by the Securities and Futures Commission in Hong Kong
Slide 32: For personal use only
For personal use only Suite 2, 207-213 Waverley Road Malvern East VIC 3145 www.mayfieldchildcare.com.au Dean Clarke Chief Executive Officer dclarke@mayfieldchildcare.com.au +61 3 9576 3156 Glenn Raines Chief Financial Officer graines@mayfieldchildcare.com.au +61 3 9576 3156 Andrew Angus Investor Rel
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