Schoolblazer Limited · ASX:SBZ
Schoolblazer — Merger or Acquisition (September 2024)
27 slides from Schoolblazer's merger presentation, Sep 5, 2024
Slide 1: Schoolblazer Merger with Mountcastle and Equity Placement
Schoolblazer Merger with Mountcastle and Equity Placement Creation of a Global School Uniform Platform Hancock & Gore Ltd (ASX: HNG) September 2024
Slide 2: Important notices and disclaimer
Important notices and disclaimer Status of this document presentation to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on This document contains general information regarding Hancock & Gore Ltd (H&G) as at the da
Slide 3: Mountcastle merger with Schoolblazer creates global uniforms platform
Mountcastle merger with Schoolblazer creates global uniforms platform Merger of Hancock & Gore Ltd.’s ("H&G") 100%-owned asset Mountcastle with Schoolblazer to create a global uniforms platform with school wear segment leadership positions in 1 UK, Australia and New Zealand Founder, product and tech
Slide 4: Synergistic transaction primarily funded through equity
Synergistic transaction primarily funded through equity Transaction overview Funding and key dates ▪ Schoolblazer is a pure online retailer of school wear to independent ▪ Binding agreement with Schoolblazer, which will see it merge with Overview of schools (i.e. private schools) in the UK Transacti
Slide 5: Overview of Schoolblazer
01 Overview of Schoolblazer
Slide 6: Schoolblazer is the clear leader in the UK independent school wear market
Schoolblazer is the clear leader in the UK independent school wear market Schoolblazer services the independent school sector and has organically built a market leading position by disrupting the industry through a pure e- commerce model with a focus on premium products and customer experience Servi
Slide 7: Schoolblazer's disruptive model has driven compound growth
Schoolblazer’s disruptive model has driven compound growth Schoolblazer’s customer-first online model has resonated well with schools and parents, delivering strong satisfaction across key metrics and making it the gold standard in school wear retailing in the UK Unbroken track record of growth over
Slide 8: Operational success has translated into attractive financial results
Operational success has translated into attractive financial results Schoolblazer has delivered double-digit revenue growth and managed costs well in an inflationary environment to maintain margin Consistent year on year growth to £26m revenue1 Strong and stable gross margins1 EBITDA of £4.2m at att
Slide 9: Schoolblazer retains a strong standalone growth profile
Schoolblazer retains a strong standalone growth profile Schoolblazer has created a scalable platform for growth that can be leveraged for continued penetration of the UK independent school market and for expansion into new segments and geographies 15-year+ runway of growth in existing segment Contin
Slide 10: Strategic rationale
02 Strategic rationale
Slide 11: Merger with Mountcastle unlocks cost savings and growth opportunities
Merger with Mountcastle unlocks cost savings and growth opportunities Schoolblazer’s model unlocks the ANZ private school market and provides the platform for further international growth. In addition, common procurement yields cost savings, and complementary capabilities enable sharing of operation
Slide 12: Schoolblazer complements Mountcastle's market offering
Schoolblazer complements Mountcastle’s market offering Schoolblazer’s customer proposition is highly complementary to Mountcastle’s and provides a comprehensive online capability and compelling offering for the premium private school market, as well as adding capability in adjacent UK sub-premium se
Slide 13: Several levers to drive ongoing long-term growth and compound scale
Several levers to drive ongoing long-term growth and compound scale Mountcastle and Schoolblazer both have long runways of growth. Their combined capabilities and scale ensure they are well-positioned to secure continual growth and become the market leaders in school wear in ANZ and the UK, creating
Slide 14: High quality management team to lead combined global school wear platform
High quality management team to lead combined global school wear platform Mountcastle Group Chairman Steve Doyle will lead the combined business with Schoolblazer founder Tim James continuing as Chairman of Schoolblazer UK. Key Schoolblazer management will be retained in their current roles, with bo
Slide 15: Pro-forma financials
03 Pro-forma financials
Slide 16: Scaled business generating strong profit margins before synergies
Scaled business generating strong profit margins before synergies The merged business represents a globally scaled platform with attractive growth opportunities and material capacity to continue to invest in growth, backed by H&G’s support and balance sheet Pro-forma combined business normalised FY2
Slide 17: Mountcastle is well-placed to return to robust growth
Mountcastle is well-placed to return to robust growth Mountcastle remains resilient in a difficult consumer environment through an investment year, leaving it well placed to execute on long term growth ambitions. A significant enhancement of the executive team under Steve Doyle, Executive Chairman o
Slide 18: Capital raise details
04 Capital raise details
Slide 19: Transaction sources and uses
Transaction sources and uses Upfront cash consideration to be funded by a placement to professional and sophisticated investors, including H&G directors and executives. Share issuance to the Schoolbazer vendors subject to shareholder approval at an upcoming EGM Indicative sources and uses – assuming
Slide 20: Equity raising timetable – indicative and subject to change
Equity raising timetable – indicative and subject to change EGM to be held on 7 October, with transaction completion (provided EGM approval is received) expected to follow shortly after in mid-October 1 Notice of meeting released and mailed to shareholders Friday, 6 September 2024 2 Settlement of ne
Slide 21: Appendices
A Appendices
Slide 22: H&G is a diversified investment manager and Mountcastle is its key asset
H&G is a diversified investment manager and Mountcastle is its key asset H&G targets 15%+ p.a. long-term investment returns through partnership of capital with skills. Mountcastle + Schoolblazer is the foundation operating business and H&G maintains a focus on capital allocation to maximise group re
Slide 23: Schoolblazer financials from FY21–FY24
Schoolblazer financials from FY21–FY24 Normalised P&L (£’000) Normalisations (£’000) FY21A FY22A FY23A FY24F FY21A FY22A FY23A FY24F Revenue 19,125 21,871 23,927 25,959 1 Shareholder remuneration 248 315 525 245 Cost of sales (8,080) (9,192) (10,053) (10,420) 2 Duplicate warehouse cost - - 41 461 Gr
Slide 24: Pro-forma H&G balance sheet and indicative capital structure
Pro-forma H&G balance sheet and indicative capital structure Pro-forma balance sheet as at Jun-24 ($m) Indicative capital structure – assuming placement of $15m at $0.30/share Jun-24 Adjustments Pro-forma Shares outstanding # Cash 3.2 (1.4) 1.8 Shares on issue 299,645,436 Mountcastle 60.7 – 60.7 Scr
Slide 25: Risks
Risks Completion of the Schoolblazer acquisition (Acquisition) is conditional on approval by H&G shareholders at an upcoming EGM, which will occur after completion of the Placement. If the Acquisition does not complete due to the failure of such condition or otherwise, H&G will need to consider alte
Slide 26: International offer restrictions
International offer restrictions This document does not constitute an offer of new ordinary shares (New Shares) of H&G 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 o
Slide 27: Mr. Sandy Beard, Executive Chairman
MR. SANDY BEARD EXECUTIVE CHAIRMAN 0412 308 263 www.hancockandgore.com.au
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