Ntaw Holdings Limited. · ASX:NTD
Ntaw — National Tyre & Wheel — Merger or Acquisition (December 2021)
25 slides from Ntaw's merger presentation, Dec 16, 2021
Slide 1: Acquisition of Carter's Tyre Service and Capital Raising
For personal use only National Tyre & Wheel Limited Driving the Future (ASX:NTD) Acquisition of Carter’s Tyre Service and Capital Raising Not for release to US wire service or distribution in the United States
Slide 2: Important Information and Disclaimer
Important Information and Disclaimer For personal use only Overview This investor presentation (“Presentation”) has been prepared by National Tyre & Wheel Limited ACN 095 843 020 (“NTAW” or “Company”) and is dated 16 December 2021. This Presentation has been prepared in relation to a proposed capita
Slide 3: Important Information and Disclaimer
Important Information and Disclaimer For personal use only Future performance This Presentation contains certain “forward looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “co
Slide 4: Agenda
Agenda For personal use only Section Page 1. Carter’s Acquisition Page 5 2. Strategic Rationale Page 8 3. Carter’s Acquisition Terms and Offer Summary Page 14 4. NTAW after Carter’s Acquisition Page 18 5. Risk Analysis Page 20 6. Summary of SPP Underwriting Agreement Page 23
Slide 5: Carter's Acquisition
For personal use only Carter’s Acquisition 5
Slide 6: Carter's Acquisition - Executive Summary
Carter’s Acquisition - Executive Summary For personal use only The acquisition of Carter’s will consummate a long-standing synergistic relationship. ▪ NTAW becomes the largest independent commercial tyre supplier in New Zealand with a 40-store nationwide resale platform ▪ Strengthen and secure the r
Slide 7: Overview of Carter's Tyre Services
Overview of Carter’s Tyre Services For personal use only Carter’s Tyre Service The acquisition is a commercial of Carter’s tyre resale will consummate and tyre management a long-standing platform synergistic relationship. Carter’s Service Centres Established almost 25 years ago, Carter’s Tyre Servic
Slide 8: Business Snapshot
Business Snapshot For personal use only Quality The Earningsofand acquisition an Experienced Carter’s Management will consummate Team synergistic relationship. a long-standing Carter’s top 10 customers, all of which are commercial truck or bus fleet customers account for about 35% of Carter's revenu
Slide 9: Strategic Rationale
For personal use only Strategic Rationale 9
Slide 10: Strategic Rationale
Strategic Rationale For personal use only Acquisition strengthens and secures Tyres4U revenue base, with potential upside for other products ▪ Tyres4U (NZ) Limited, a wholly owned subsidiary of NTAW, is the largest independent commercial tyre importer in New Zealand ▪ Products purchased by Carter’s
Slide 11: Strategic Rationale
Strategic Rationale For personal use only More scale and diversity in New Zealand across channels, customers and products Note: some business units operate across more than one distribution channel
Slide 12: Tyre Monitoring Systems (TMS) – a competitive advantage
Strategic Rationale For personal use only Tyre Monitoring Systems (TMS) – a competitive advantage. From completion of the acquisition, Carter’s will have a five year exclusive license to use the TMS system in New Zealand. This system (depicted below) has been built by a company related to, and in co
Slide 13: Strategic Rationale
Strategic Rationale For personal use only The Acquisition of Carter’s brings several strategic elements to NTAW. Sustainability Increased Scale Long term relationships Quality & Safety ▪ Retreading and better tyre ▪ The scale of NTAW’s business and ▪ NTAW has maintained a substantial ▪ Carter's qual
Slide 14: Carter's Acquisition Terms and Funding Summary
For personal use only Carter’s Acquisition Terms and Funding Summary 14
Slide 15: Acquisition Terms
Acquisition Terms For personal use only ▪ NTAW has agreed to purchase all the issued capital of three Carter’s entities, Carters Tyre Service Limited, C.O. Tire Retreading Co Limited and Tyre Distributors New Zealand Limited, from vendors associated with Garry Carter. NTAW expects Carter's normalise
Slide 16: Funding Summary
Funding Summary For personal use only Source of funds $m ▪ An institutional placement to raise gross proceeds of $9m (“Placement”). 6,666,666 Institutional Placement 9.0 Equity Funding new NTAW ordinary shares (“New Shares”) will be issued under the Placement. Structure and SPP 3.0 Size ▪ The Compan
Slide 17: Timetable
Timetable For personal use only Event Date SPP Record Date 7.00pm (Sydney time) Wednesday, 15 December 2021 Settlement of Placement Tuesday, 21 December 2021 Commencement of Trading of New Shares Issued Under the Institutional Placement Wednesday, 22 December 2021 Dispatch of SPP Offer Documents Thu
Slide 18: NTAW after the Carter's acquisition
For personal use only NTAW after the Carter’s acquisition 18
Slide 19: Pro Forma NTAW Balance Sheet
Pro Forma NTAW Balance Sheet For personal use only BALANCE SHEET Jun-21 $'000 NTAW Proforma Assets Current Assets Proforma as at 30 June 2021 adjusted for the acquisitions of Black Rubber, Cash and cash equivalents 28,905 43,852 Receivables 71,807 88,540 Access Alloys and Carter’s and the $9m Placem
Slide 20: Risk Analysis
For personal use only Risk Analysis 20
Slide 21: Risk Analysis & Mitigation
Risk Analysis & Mitigation For personal use only NTAW monitors and mitigates business risks that have the ability to materially affect its financial prospects. Business risks include: ▪ Suppliers – NTAW relies on key exclusive supplier relationships continuing. While few of these relationships have
Slide 22: Risk Analysis and Mitigation (Continued)
Risk Analysis and Mitigation (Continued) For personal use only ▪ Customers – NTAW has more than 3,000 customers in Australia, New Zealand and South Africa. The retention of existing customers and attracting new customers are important elements of NTAW’s business. Although customer concentration is l
Slide 23: Summary of SPP Underwriting Agreement
For personal use only Summary of SPP Underwriting Agreement 23
Slide 24: Summary of SPP Underwriting Agreement
Summary of SPP Underwriting Agreement For personal use only The Company entered into an underwriting agreement with Exldata Pty Ltd ACN 095 080 041 (the Underwriter) on 16 December 2021 (Underwriting Agreement) under which the Underwriter has agreed to fully underwrite the SPP. If certain conditions
Slide 25: Summary of SPP Underwriting Agreement (Continued)
Summary of SPP Underwriting Agreement (Continued) For personal use only • any government agency issues, or threatens to issue, proceedings or commences any inquiry or investigation into the Company; • there is an adverse change, or an event occurs which is likely to give rise to an adverse change, i
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