Experience Co Ltd · ASX:EXP
Experience — Merger or Acquisition (September 2021)
40 slides from Experience's merger presentation, Sep 30, 2021
Slide 1: Acquisition and Entitlement Offer
ENTITLEME OFFER” SEPTEMBER 2021 , wry ADVENTURE ) = cbisi@n ap EXPERIENCECO.COM
Slide 2: Disclaimer
This presentation has been prepared by Experience Co Limited (“Experience Co” or “EXP”). You acknowledge and agree that you DISCLAIMER will rely on your own independent assessment of any information, statements or representations contained in this presentation and To the maximum extent permitted by
Slide 3: Market and industry data; forward looking statements
MARKET AND INDUSTRY DATA FORWARD LOOKING STATEMENTS Certain market and industry data used in connection with this presentation may have been obtained from research, surveys or This presentation contains certain “forward looking statements”, including about EXP’s expectations about the financial and
Slide 4: Forward looking statements (continued)
FORWARD LOOKING STATEMENTS (CONTINUED) Neither the Joint Lead Managers nor any other Limited Party makes any recommendation as to whether any potential investor Accordingly, no assurances or guarantees of future performance, profitability, distributions, or returns of capital are given by EXP or sho
Slide 5: Contents
CONTENTS EXECUTIVE SUMMARY EXPERIENCE CO OVERVIEW ACQUISITION OVERVIEW EQUITY RAISING APPENDIX A-KEY RISKS B- INTERNATIONAL OFFER RESTRICTIONS C- SUMMARY OF UNDERWRITING AGREEMENT gy oP wDN PE EXPERIENCE CO LIMITED | INVESTOR PRESENTATION | 30 SEPTEMBER 2021
Slide 6: Strategic reset complete, strong foundation for future growth
a v Strategic reset complete, strong foundation for future growth v Transformational acquisition in the domestic leisure and recreation market with attractive financials and growth potential v EXP portfolio quality improved by complimenting existing international and domestic tourism market exposure
Slide 7: Executive summary
EXECUTIVE SUMMARY Atransformational acquisition to improve portfolio quality by increasing exposure to domestic leisure and recreation markets + Trees Adventure (‘TA’) is Australia’s leading operator’ of aerial adventure experiences, offering treetop rope courses, net parks, canopy tours and ziplini
Slide 8: Trees Adventure
TREES ADVENTURE Australia’s largest treetop and zipline eco-adventure company operating across 14 locations Business overview * Trees Adventure (“TA”) is Australia's leading operator of ziplining and rope obstacle courses in tree canopies * Founded in 2007 by Nicolas Dansin and Marc Flaster, TA open
Slide 9: Experience Co
EXPERIENCE” EXPERIENCE CO LIMITED | INVESTOR PRESENTATION | 30 SEPTEMBER 2021
Slide 10: Experience Co background
EXPERIENCE CO BACKGROUND Strong fundamentals following a strategic repositioning of the business provide a solid platform for long term growth OVERVIEW * Experience Co (ASX:EXP) is one of Australia and New Zealand's leading adventure experience companies * Market leadership position in Tandem Skydiv
Slide 11: Experience Co financial overview
EXPERIENCE CO FINANCIAL OVERVIEW Despite COVID-19 challenges, the earnings potential of EXP has been enhanced by business simplification and capital discipline KEY FINANCIALS - CONTINUING OPERATIONS COMMENTARY a * FY20 and FY21 have been significantly impacted by the COVID-19 pandemic » Despite chal
Slide 12: Experience Co trading update & outlook
EXPERIENCE CO TRADING UPDATE & OUTLOOK Experience Co is well positioned to capitalise on the reopening of key leisure and recreation markets heading into the peak summer period RECENT TRADING » The emergence of the Delta strain has significantly impacted trading in NZ, Qld, NSW and Victorian markets
Slide 13: Acquisition overview
EXPERIENCE CO LIMITED | INVESTOR PRESENTATION | 30 SEPTEMBER 2021 13
Slide 14: Trees Adventure site portfolio
TREES ADVENTURE SITE PORTFOLIO TA is the market leader with a national footprint and a geographically diversified portfolio Key features Close proximity to large metro population and/or tourist destination + Attractive landscape, accessible location. Complementary to natural and built environment +
Slide 15: Trees Adventure team
TREES ADVENTURE TEAM Experienced leadership team, with an established track record Nic Dansin Co-Founder & CEO + 19years’ experience * Co-founded Trees Adventure in 2007 * Bachelor of Sports Management * Outdoor Rock Climbinginstructor + IRATA Level Bec Wiliams Marketing Manager + 10 years’ experien
Slide 16: Trees Adventure strategy & business model
TREES ADVENTURE STRATEGY & BUSINESS MODEL Proven strategy and business model focused on the domestic family leisure market Business Model Aligning under one unified brand + Market leadership position in Australia, with the existing portfolio well positioned for the pandemic recovery and the desire f
Slide 17: Trees Adventure financials
TREES ADVENTURES FINANCIALS Strong financial fundamentals leave TA well-positioned for earnings uplift upon reopening Trees Adventure Pro Forma Earnings! FY20 FY21 FY21 + Business model is built around a highly variable cost structure, including $ million Pro Forma? casual labour and turnover based
Slide 18: Trees Adventure outlook and valuation methodology
TREES ADVENTURES OUTLOOK AND VALUATION METHODOLOGY Impact of COVID-19 and growth trajectory of business factored into valuation approach FY22 Outlook + InQ1FY22 TA has been impacted by lockdowns in NSW and Victoria. + Anticipated that the Greater Sydney and surrounding sites will reopen in late Octo
Slide 19: Trees Adventure organic growth pipeline
TREES ADVENTURE ORGANIC GROWTH PIPELINE TA has identified additional locations within Australia which are expected to key drivers for future growth Site Expansion Potential v TA has identified 10 sites in Australia for possible site expansion within three to five years Heads of Agreements entered in
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Slide 21: Acquisition accelerates COVID-19 recovery strategy
ACQUISITION ACCELERATES COVID-19 RECOVERY STRATEGY Acquisition improves the long-term quality of EXP portfolio via increased exposure to domestic leisure markets, combined with near term tailwinds for the reopening of key metro leisure markets DEMAND OUTLOOK BY MARKET VERTICAL" FY22 STRATEGY Interna
Slide 22: Portfolio composition
PORTFOLIO COMPOSITION The acquisition of TA provides portfolio diversification and increases localisation of earnings Category Geography Customer 2 N l al or Q > ro) ro) oO 2 a = TN = Queenstown = Skydiving = GBR Experiences . theo . Roatan =Domestic = International =188&Under =18-35 =35-50 #50 & Ov
Slide 23: Transaction structure and consideration
TRANSACTION STRUCTURE AND CONSIDERATION 100% acquisition of TA for up to $46.9m on a cash and debt free basis Purchase price Notes Initial transaction consideration of $40.4m, structured as follows: + $31.5mcash consideration + $8.9mEXP scrip consideration issued to TA shareholders at an issue price
Slide 24: Equity raising
EXPERIENCE CO LIMITED | INVESTOR PRESENTATION | 30 SEPTEMBER 2021 24
Slide 25: Equity raising details
EQUITY RAISING DETAILS Fully underwritten! accelerated non-renounceable entitlement offer Offer structure Offer price Use of proceeds Director parti n Notes A fully underwritten! 1 for3.33 accelerated non renounceable entitlement offer of approximately $55.0 million The Entitlement Offer represents
Slide 26: Sources and uses and key metrics
SOURCES AND USES AND KEY METRICS Proceeds used to fund the acquisition, associated transaction costs and working capital to fund near term growth opportunities Sources and Uses Scrip issued to TA vendors Trees Adventure purchase price $46.9 (including deferred consideration) Entitlement Offer procee
Slide 27: Timetable
TIMETABLE Indicative timetable! a ee ee Trading halt and announcement of the Entitlement Offer 30 September 2021 Institutional Entitlement Offer opens and closes 30 September 2021 and 1 October 2021 Trading resumes on an ex Entitlement Offer basis A October 2021 Entitlement Offer Record Date 4 Octob
Slide 28: Pro forma balance sheet
PRO FORMA BALANCE SHEET As at 30 June 2021 Smiin == aa Proforma xP Cash and cash equivalents 13.3 7.2) 26.4 Trade and other receivables 18 - 02 21 Property plant and equipment 648 08 78 734 Right of use assets 117 - - 117 Intangible assets 13 46 Al2 471 Deferred tax assets 9.0 - - 9.0 Other assets 1
Slide 29: Appendix
ARRENDIX EXPERIENCE CO LIMITED | INVESTOR PRESENTATION | 30 SEPTEMBER 2021 29
Slide 30: Key risks
KEY RISKS Acquisition specific risks (risks specific to the Acquisition that is the purpose for raising capital pursuant to this Entitlement Offer) Integration risk Due diligence risk Completion risk Underwriting risk Regulatory risk If the acquisition of TA completes, the EXP Group will offer addit
Slide 31: Key risks (continued)
KEY RISKS (continued) Acquisition specific risks (risks specific to the Acquisition that is the purpose for raising capital pursuant to this Entitlement Offer) TA's businesshas also been impacted significantly as a result of government restrictions imposed in response to the COVID-19 pandemic, parti
Slide 32: Key risks (continued)
KEY RISKS (continued) EXP specific risks (risks specific to the EXP Group’s business and the industry which it operates) Safety COVID-19 impact Customer risk Reputation risk EXP Group operates adventure experiences, including Skydiving, Great Barrier Reef Cruises, Multi-day Walks and Wildlife Camps,
Slide 33: Key risks (continued)
KEY RISKS (continued) EXP specific risks (risks specific to the EXP Group’s business and the industry which it operates) Competition and sensitivity Reliance on Board members and key personnel Equipment Other entities in Australia, New Zealand and around the world offer adventure tourism products or
Slide 34: Key risks (continued)
KEY RISKS (continued) EXP specific risks (risks specific to the EXP Group’s business and the industry which it operates) Relationship with suppliers and lessors Government, regulatory and legal risk Permits Environmental considerations ‘The EXP Group contracts with third parties to provide certain g
Slide 35: Key risks (continued)
KEY RISKS (continued) EXP specific risks (risks specific to the EXP Group’s business and the industry which it operates) Growth management Taxation Litigation, claim and disputes Acquisition, divestment and investment risk ‘The EXP Group's success is dependent upon the successful management and exec
Slide 36: Key risks (continued)
KEY RISKS (continued) General risks (general risks associated with an investment in EXP) Income and capital risk Liquidity risk Accounting standards may change General economic risks An investment in EXP is speculative in nature and the capital contributed, and the returns projected, are not guarant
Slide 37: International offer restrictions
This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except
Slide 38: Underwriting agreement
EXP has entered into an underwriting agreement with E&P Corporate Advisory Pty Ltd ACN 137 980 520 and Ord Minnett Limited •EXP makes a public statement or notifies a Joint Lead Manager to the effect that it does not intend to proceed with the acquisition ACN 002 733 048 (together, the “Joint Lead M
Slide 39: Underwriting agreement (continued)
In addition, each Joint Lead Manager may terminate its obligations under the Underwriting Agreement if any of the following events •there is introduced into the Parliament of the Commonwealth of Australia or any State or Territory of Australia a law or prospective has had, or is likely to have, a ma
Slide 40: Portfolio map
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