Vysarn Ltd · ASX:VYS
Vysarn — Merger or Acquisition (September 2024)
30 slides from Vysarn's merger presentation, Sep 13, 2024
Slide 1: CMP Consulting Group Acquisition and Capital Raising
VYSARN CMP CONSULTING GROUP ACQUISITION AND CAPITAL RAISING SEPTEMBER 2024 1
Slide 2: Disclaimer
Disclaimer Important: You must read the following before continuing. The following notices and disclaimers apply to this presentation (“Presentation”) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this
Slide 3: Disclaimer Cont.
Disclaimer Cont. Forward looking statements and forecasts This Presentation contains certain “forward-looking statements” and comments about future matters. Forward-looking statements can generally be identified by the use of forward-looking words such as, “expect”, “anticipate”, “likely”, “intend”,
Slide 4: International Offer Restrictions
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
Slide 5: Transaction Overview
Transaction Overview Vysarn Limited is undertaking the acquisition of CMP Consulting Group Transaction • Vysarn has entered into a conditional Share Sale Agreement (“SSA”) to acquire 100% of the issued shares in CMP Consulting Group Pty Ltd Overview (CMP) for a mix of upfront cash and scrip, and def
Slide 6: Key Transaction Terms
Key Transaction Terms Vysarn Limited is undertaking the acquisition of CMP Consulting Group • Total upfront consideration of $24.0m cash + 10.0m shares. Upfront • Subject to post-completion working capital and debt adjustment mechanism against the agreed level of target working capital and nil debt
Slide 7: Overview of CMP & Acquisition Rationale
OVERVIEW OF CMP & ACQUISITION RATIONALE 7
Slide 8: Acquisition Rationale
Acquisition Rationale The transformative acquisition of CMP delivers national scale, expertise and a platform for growth TRANSFORMATIVE ACQUISITION EAST COAST INFRASTRUCTURE BOOM1 HIGH-QUALITY CLIENT DIVERSIFICATION2 CMP has direct exposure to a generational CMP’s water authority clients significant
Slide 9: CMP Overview
CMP Overview Leading provider of multifaceted water focused consulting services • Founded in 2008, CMP is a consulting engineering organisation with a specific ABOUT CMP focus on the water industry. • End-to-end infrastructure lifecycle services. CMP supports tier-1 public and Water focused CONSULTI
Slide 10: CMP Consulting Services
CMP Consulting Services Full lifecycle services from planning to final implementation and beyond 1. MASTER PLANNING 2. CONCEPT & FUNCTIONAL DESIGN • Develop extensive water & wastewater AND SURVEY & MODELLING CMP delivers comprehensive water engineering asset development and management • Concepts in
Slide 11: Leading provider to Water Authorities
Leading provider to Water Authorities CMP has developed long-term relationships with water authorities Leading provider in Victoria1 • Strong and long-term client relationships, underpinned by A leading provider in Victoria1 panel arrangements and medium-term contracts. • Service majority of Victori
Slide 12: Case Studies highlight diverse skillsets
Case Studies highlight diverse skillsets CMP’s multifaceted capabilities facilitates the delivery of a diverse range of projects Bacchus Marsh Recycled Water Mount Buller Water Storage Plant Upgrade Upgrade Greater Western Water Entracon / Mount Buller CMP completed the detailed design CMP designed
Slide 13: CMP Financial Snapshot
CMP Financial Snapshot CMP has achieved strong revenue growth and sustained improvements in EBITDA margin FINANCIAL SNAPSHOT REVENUE & FULL TIME EMPLOYEE GROWTH1,2,3,4 FY211 FY222 FY233 FY244 30.0 92 100 83 Revenue 10.49 14.08 20.42 26.43 25.0 80 Expenses (8.96) (11.41) (15.75) (20.45) 67 26.4 Reven
Slide 14: East Coast Infrastructure Boom
East Coast Infrastructure Boom “Generational infrastructure program” to deliver significant opportunities for CMP KEY DRIVERS OF WATER INFRASTRUCTURE BOOM3 FY24-28: Significant increase in capital expenditure4 1. Population growth and dispersion 40 +119.5% $38.2Bn • Growth: Australian population is
Slide 15: CMP Growth Strategy
CMP Growth Strategy Vysarn/CMP has identified a gap in the market capable of delivering material growth Continued expansion of team & capabilities to meet growing demand • CMP has been progressively expanding its team & capabilities to meet growing client demands. • Vysarn aims to continue to expand
Slide 16: Vysarn: Nationally Diversified
VYSARN NATIONALLY DIVERSIFIED 16
Slide 17: Vertical Integration Strategy
Vertical Integration Strategy Vysarn is now embedded in all major phases of the water service vertical VYSARN IS VERTICALLY INTEGRATED Since FY20, Vysarn has successfully executed its vertical integration strategy, delivering diversification, sustained growth, scale and shareholder value. Stage Ente
Slide 18: Proforma Financial Performance
Proforma Financial Performance Two acquisitions significantly enhance proforma financials and earnings per share Vysarn FY24: Proforma Profit & Loss (VYS + WWS + CMP) Vysarn FY24: Proforma Financials (A$M)1,2,3 P&L VYS1 WWS2 CMP3 FY24PF +/-% +15.9% +50.7% Op. Revenue $75.89m $12.05m $26.43m $114.37m
Slide 19: National Presence and Service Diversification
National Presence and Service Diversification Vysarn has established a diversified national platform to deliver water services Client Concentration Immediate Transformation1,2,3 Offices Divisions People 5→7 164 → 274 PENTIUM Revenue NPBT WATER $75.9m → $114.4m $11.1m → $19.3m PENTIUM Geographical Ea
Slide 20: Diversification of Earnings
Diversification of Earnings Vysarn is delivering growth and diversification of earnings across the group’s subsidiaries Vysarn earnings are diversified (Proforma FY24) The two acquisitions will accelerate the diversification of Vysarn's earning profile (NPBT). Consulting Services: 6.5% → 30.2% FY23
Slide 21: Earnings Outlook
Earnings Outlook Continue to drive the Company’s YoY growth rate Sustained YoY Growth INVESTMENT SUMMARY Acquisitions provide a foundation to sustain Vysarn’s YoY growth Nationally vertically integrated platform established rates in FY25 and FY26. ✓ Established pre-eminent positions in key water Org
Slide 22: Capital Raise
CAPITAL RAISE 22
Slide 23: Offer Summary
Offer Summary Placement to raise A$38.2 million to fund the cash consideration of CMP and Vysarn growth initiatives • Vysarn has received binding firm commitments to raise approximately A$38.2 million through the issue of 95,488,965 million fully Offer Structure and paid ordinary shares (“New Shares
Slide 24: Sources and Uses
Sources and Uses The acquisition of CMP will be funded via a $24.0m upfront cash payment and scrip earnouts Transaction Funding Sources and Uses Vysarn to enter into a conditional Share Sale Agreement (“SSA”) to acquire 100% of the issued shares in CMP Consulting Group Pty Ltd (“CMP”). Sources (A$m)
Slide 25: Timetable
Timetable Indicative Transaction Timetable Event Date Trading Halt 11 September 2024 Placement Bookbuild conducted 11 September 2024 Trading halt lifted, announce Completion of Placement 13 September 2024 Settlement of New Shares issued under the Placement 18 September 2024 Allotment of New Shares i
Slide 26: Key Risks
Key Risks Risk Factors Due Diligence This section highlights some of the key risks associated with an investment in Vysarn Limited (“Vysarn” or “the Company”). They Vysarn undertook a due diligence process in respect of CMP, which relied in part on the review of financial, legal, tax and other are n
Slide 27: Key Risks
Key Risks Warranties & Indemnities Dilution Risk In the event that a warranty and/or indemnity claim is made against the sellers of CMP there can be no guarantee as to the on- Upon completion of the Placement and the acquisition of CMP, the number of Shares in the Company will increase from ~421.95m
Slide 28: Key Risks
Key Risks Contractual disputes General risks As with any contract, there is a risk that the business of the Company could be disrupted in situations where there is a Economic risks disagreement or dispute in relation to a term of the contract. Should such a disagreement or dispute occur, this may ha
Slide 29: Glossary/References
Glossary/References Sources for the ‘East Coast Infrastructure’ Expenditure Capital Region/Group Source expenditure* Analysis of FY19, FY20, FY21, FY22 & FY23 annual reports from the following Victorian Water Authorities (Capital expenditure is stated in each). Victorian Water Authority • Melbourne
Slide 30: Key Contacts
Key Contacts Vysarn Limited Registered Office Corporate & Investor Relations Advisor James Clement Level 1, 640 Murray St, West Alastair Murray Managing Director Perth WA 6005, Candour Advisory M: +61 415 629 977 Telephone: +61 8 6144 9777 E: alastair@candouradvisory.com.au ASX Code: VYS Website: ww