Edu Holdings Limited · ASX:EDU
Edu — Merger or Acquisition (June 2022)
30 slides from Edu's merger presentation, Jun 2, 2022
Slide 1: Acquisition of Nurse Training Australia & Equity Raise
ACQUISITION OF NURSE TRAINING AUSTRALIA & EQUITY RAISE 2 JUNE 2022
Slide 2: Disclaimer
DISCLAIMER This presentation, dated 2 June 2022, has been prepared by EDU Certain statements in this presentation constitute ‘forward-looking Holdings Limited (Company) in connection with the acquisition of statements’ or statements about ‘future matters’. Such statements Care Plus Training Pty Ltd
Slide 3: Contents
CONTENTS Executive Summary 4 EDU Holdings Overview 7 Nurse Training Australia 11 Financials & Outlook 18 Equity Raise 23 Appendices 26 3
Slide 4: Executive Summary
EXECUTIVE SUMMARY 4
Slide 5: Executive Summary: EDU to acquire Nurse Training Australia
EXECUTIVE SUMMARY EDU to acquire Nurse Training Australia Acquisition of Nurse • EDU has entered into an acquisition agreement to acquire 100% of Nurse Training Australia (NTA) Training Australia (NTA) for a fixed purchase price of $6.0m cash ($4.5m upfront and $1.5m in 12 months) • Represents an ac
Slide 6: Executive Summary (cont.): Equity raise and strategic investment by Mulpha
EXECUTIVE SUMMARY (cont.) Equity raise and strategic investment by Mulpha Equity raise • EDU has secured commitments to raise $6.0m via Placement to fund the acquisition of NTA and aims to raise an additional $0.5m via Share Purchase Plan ‐ A two-tranche institutional Placement of 46.2 million share
Slide 7: EDU Holdings Overview
EDU HOLDINGS OVERVIEW 7
Slide 8: About EDU
ABOUT EDU MULTI-SECTOR EDUCATION QUALITY ONLINE & CAMPUS EDUCATION DELIVERY PROVIDER EXPERIENCE & OUTCOMES national footprint vocational and higher ‘work-ready’ education graduates HEALTH & ORGANIC COMMUNITY & ACQUISITIVE SERVICES FOCUS DIVERSIFIED STUDENT BASE GROWTH EXPERIENCED strategy BOARD & MG
Slide 9: Business Units
BUSINESS UNITS Education sector Vocational Higher Education Student market International Domestic and International Current students1 1,200 550 Student recruitment Education agents Direct and via education agents Funding source Fee-for-service FEE-HELP2 and Fee-for-service FY21 Revenue3 $16.3m $6.0m
Slide 10: Key Financial Metrics
KEY FINANCIAL METRICS1,2 Revenue decline due to COVID impact, particularly ALG (international VET) Return to growth expected in 2H22 2020 EBITDA (and 2021 to a lesser extent) benefited from COVID relief and cost saving measures – will not repeat In 2022 With return of scale, earnings -420 leverage t
Slide 11: Nurse Training Australia
NURSE TRAINING AUSTRALIA 11
Slide 12: About NTA
ABOUT NTA Community Vocational International Services fields education and student of study, training provider focus incl. nursing CY21 239 $4.1mrevenue 2 campuses in Burwood, International students Government Western funding contract Sydney for domestic $1.0m EBITDA students 12
Slide 13: Business Overview
BUSINESS OVERVIEW Education sector Vocational International (primary market) and Course offering aligned to skills Student market domestic shortages and employment Current students1 239 international students opportunities Student recruitment Education agents and direct Funding source Fee-for-servic
Slide 14: Diploma of Nursing
DIPLOMA OF NURSING Students enrolled 140 Commenced offering Delivers strong Diploma of Nursing employment opportunities 120 in March 2020 to graduates 100 18-month course Pathway agreement in taught over 3 semesters. place with University of 80 2 intakes per year Canberra for Bachelor of Nursing 60
Slide 15: Agents and Student Mix
AGENTS AND STUDENT MIX NTA international student mix active agents Other 14% Skew towards subcontinent Philippines Nepal 18% 49% Historical focus on offshore recruitment India Servicing 3 of the top 4 source countries for nursing 19% 15
Slide 16: Financial Performance
FINANCIAL PERFORMANCE Year ended 31 Dec 2021¹ $m FY21 normalised to EDU Revenue accounting policies International 3.5 Domestic 0.6 No assumption of campus Total revenue 4.1 expansion in FY22 Less expenses Agent commission 0.9 Revenue synergies expected Employee costs 1.3 from FY23 Other G&A 0.6 Tota
Slide 17: Strategic Opportunity
STRATEGIC OPPORTUNITY Expedites EDU's Complimentary agent network strategic entry into the and student nationality mix nurse training market Strong opportunity to expand Broadens the Group’s course NTA’s Diploma of Nursing offering within Health and program into EDU’s campus Community Services netwo
Slide 18: Financials & Outlook
FINANCIALS & OUTLOOK 18
Slide 19: Pro-Forma Analysis
PRO-FORMA ANALYSIS Year ended 31 Dec 2021 EDU NTA Pro-forma combined Revenue $22.3m $4.1m $26.4m EBITDA $2.0m $1.3m1 $3.3m Total student enrolments EDU NTA Pro-forma combined Current term or trimester2 1,750 239 1,989 Meaningful addition Significant increase Growth in student Combined business to pr
Slide 20: FY22 Outlook
FY22 OUTLOOK GROUP Positive leading indicators 550 enrolments for Transaction expected to • Revenue to decline – suggesting a return to Trimester 1 2022 – complete in 3Q22, limiting growth in Ikon not growth in back-end of 2022, up 37% on PCP contribution to Group in offsetting decline in accelerati
Slide 21: FY22 Strategic Priorities
FY22 STRATEGIC PRIORITIES Student volume Online capability - Program growth and scale recruitment development and delivery Strengthen governance, Disciplined Integration academic quality and M&A activity of Nurse Training student experience Australia 21
Slide 22: Directors & Senior Executives
DIRECTORS & SENIOR EXECUTIVES Adam Davis, BAppFin (Macquarie University) Gary Burg, BAcc (Wits), MBA (Wits) Chief Executive Officer and Managing Director Non-Executive Chair Adam has extensive experience in the education sector as founder and CEO of formerly ASX- Gary has been involved with Global C
Slide 23: Equity Raise
EQUITY RAISE 23
Slide 24: Acquisition & Offer Summary
ACQUISITION & OFFER SUMMARY Purchase price Total cash consideration of $6.0m: • $4.5m payable on completion for 75% of the shares, with typical working capital adjustment • $1.5m payable in 12 months for the remaining 25% of the shares (not subject to performance milestones or working capital adjust
Slide 25: Indicative Timetable
INDICATIVE TIMETABLE Event Date Placement (Tranche 1) Announcement of completion of the Placement Thursday, 2 June 2022 Settlement of Tranche 1 of the Placement Tuesday, 7 June 2022 Issue and Allotment of Tranche 1 of the Placement Wednesday, 8 June 2022 EGM Notice of Extraordinary General Meeting a
Slide 26: Appendices
APPENDICES 26
Slide 27: Key Risks
KEY RISKS Risk item Explanation and consequence Completion of the acquisition is conditional on satisfaction or waiver of various conditions precedent. There Completion is no guarantee that completion will occur. Capital raised for the transaction will not be returned if the transaction does not com
Slide 28: Offer Jurisdictions
OFFER JURISDICTIONS States. Accordingly, the Placement Shares may not be offered or This presentation does not constitute an offer of New Shares in any sold, directly or indirectly, in the United States unless they are jurisdiction in which it would be unlawful. In particular, this offered and sold
Slide 29: Contacts
CONTACTS Adam Davis Lyndon Catzel Chief Executive Officer Chief Financial Officer E: adam.davis@eduholdings.com.au E: lyndon@eduholdings.com.au M: 0408 400 888 M: 0414 907 384 29
Slide 30: Holdings
L Holdings