Corporate Travel Management Limited · ASX:CTD
Corporate Travel Management — Merger or Acquisition (November 2013)
29 slides from Corporate Travel Management's merger presentation, Nov 20, 2013
Slide 1: Acquisition of Westminster Travel
For personal use only travelctm.com Acquisition of Westminster Travel 4 for 27 Underwritten Entitlement Offer to raise $53.3 million November 2013
Slide 2: Disclaimer
Disclaimer For personal use only This document is not a prospectus under Australian law and does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this document nor anything contained in it shall form the basis of any con
Slide 3: Highlights
Highlights Acquisition Corporate Travel Management Limited (“CTM” or “the Company”) has agreed to acquire 75.1% of Westminster For personal use only Travel (WT)# for A$49.2 million cash consideration The remaining 24.9% will be acquired by the two major shareholders of Westminster Travel, Dato W
Slide 4: Highlights
Highlights EPS accretive in EPS accretive in FY14 based on 5 months contribution at 75.1% share For personal use only FY14 Subject to no accounting adjustments relating to treatment of amortisation Funding The acquisition will be funded through an underwritten 4 for 27 Renounceable Entitlement
Slide 5: Agenda
Agenda For personal use only • Overview of Westminster Travel • Strategic rationale • Combined group overview • Entitlement Offer details • Appendix
Slide 6: Westminster Travel overview
For personal use only BEST TRAVEL AGENCY HONG KONG 2013 • Established in Hong Kong in 1973 • Employs approximately 700 people across five Asian countries/territories: • Hong Kong, Singapore, China, Macau and Taiwan • One-stop travel management - corporate travel services, wholesale products and leis
Slide 7: Westminster Operating Segments
Westminster Operating Segments For personal use only FY2013 Revenue Leisure Corporate Travel Wholesale • Corporate Travel Services – Corporate business travel, Meetings Incentives Conferences Events (MICE) • Wholesale – Sale of Air, Hotel, Cruise and Fully Independent Travellers (FIT) packages on be
Slide 8: Track Record of NPAT Growth
Track Record of NPAT Growth For personal use only 60 55 50 45 40 35 HKD$m 30 52.5 25 44.3 20 39.1 15 29.6 26.3 10 5 0 FY09 FY10 FY11 FY12 FY13 Source: Westminster Travel Limited Annual Report 2013
Slide 9: Continuing Shareholders
Continuing Shareholders For personal use only Dato WONG Sin Just - Non Executive Chairman WT since 2008 Mr YU Kam Kee Lawrence, BBS, MBE, JP • Founder of SBI E2-Capital Limited • Mr Yu boasts many years of Senior Management experience • Possesses over 20 years of experience in investment banking and
Slide 10: Motivated and Experienced Management
Motivated and Experienced Management For personal use only LO Fai Wah, Larry, Managing Director WT LEUNG Tai Leung, William • 23 years experience in the travel industry Managing Director - Wincastle • Responsible for the Company’s local and regional sales and operations Travel Experience 40 years •
Slide 11: Agenda
Agenda For personal use only • Overview of Westminster Travel • Strategic rationale • Combined group overview • Entitlement Offer details • Appendix
Slide 12: Strategic Rationale
Strategic Rationale • Establishes an immediate and mature scalable presence in For personal use only five countries/territories of the Asian travel market - a key Asia region in CTM’s global strategy • CTM becomes a key player in the Asia-Pac region ‘1 in 100 acquisition’ • ANZ and USA clients deman
Slide 13: Asian Market Size
Asian Market Size For personal use only Northeast Southeast Total North Growth Measures China South Asia World Asia Asia Asia America GDP growth rate 6.4 1.6 4.7 6.6 2.5 3.2 Traffic growth rate 6.9 3.1 6.7 8.6 2.7 5.0 New deliveries (units) 5,580 1,360 3,080 1,790 11,810 7,250 35,280 % of New Aircra
Slide 14: Strategic Alignment
Strategic Alignment Westminster CTM For personal use only Client service and people focused culture as reflected by high client and staff retention rates Focus on improving client-facing solutions through in-house developed operating platforms Industry recognition – multi-award winning trave
Slide 15: Agenda
Agenda For personal use only • Overview of Westminster Travel • Strategic rationale • Combined group overview • Entitlement Offer details • Appendix
Slide 16: Global Presence – CTM Post Acquisition
For personal use only Global Presence – CTM Post Acquisition NORTH AMERICA FY13 *ASIA FY13 TTV: $165m TTV: $556m EBITDA: $1.7m EBITDA: $7.0m Beijing 170 Employees Denver NPAT: $5.5m Dallas Fort Worth Baton Rouge 700 Employees New Orleans Guangzhou Taipei Houston Lafayette Macau Hong Kong Singapore A
Slide 17: Group Result
Group Result For personal use only Pro-forma CTM WTL Group Total AUD $m AUD $m^# AUD $m TTV (unaudited) 883.8 556.8 1,440.6 Revenue 79.0 32.1 111.1 EBITDA (unadjusted) 20.0 7.0 27.0 EBITDA (underlying) 21.0 7.0 28.0 NPBT (statutory) 12.4 5.5 17.9 NPAT (underlying) 13.1 5.5 18.6 Attributable to equit
Slide 18: Pro Forma Balance Sheet
Pro Forma Balance Sheet Pro-forma For personal use only CTM WTL Acquisition Group Total AUD$m AUD$m^ AUD$m AUD$m Cash 13.5 29 1.3 43.8 Receivables and other 28.7 86.9 115.6 Total Current Assets 42.2 115.8 1.3 159.3 PP&E 3.2 3.9 7.1 Intangibles 75.7 15.7 11.2 102.6 Total Assets 121.1 135.5 12.5 269.0
Slide 19: Trading Update and Guidance
Trading Update and Guidance For personal use only FY14 underlying EBITDA guidance upgraded to $27m-$28m (circa 29% - 33% growth on p.c.p.) • Assumes 5 months contribution from the 75.1% share of WT, with built-in M&A contingencies • ANZ and USA continue to trade in line with previous guidance • Unde
Slide 20: Merger and Acquisition Discipline
Merger and Acquisition Discipline For personal use only Our acquisition strategy has remained consistent across 8 acquisitions: • Strong discipline in selection criteria – looking for the “1 in 100” • Alignment - “Skin in the game” for leaders and/or senior Management • Focus on financial and people
Slide 21: FY14 Initiatives
For personal use only FY14 Initiatives
Slide 22: Year Plan
5 Year Plan For personal use only Aspirations: • 5 year forward planning for ANZ, to ensure it continues to be a “fortress” of continued growth and high profitability that underpins global expansion strategy • To be in every major region (ANZ, North America, Asia, Europe) with potential for emerging
Slide 23: Agenda
Agenda For personal use only • Overview of Westminster Travel • Strategic rationale • Combined group overview • Entitlement Offer details • Appendix
Slide 24: Entitlement Offer Details
. Entitlement Offer Details For personal use only Fully Underwritten Renounceable Entitlement Offer Entitlement Offer Ratio 4 for 27 Amount Raised $53.3 million Capital Structure Current Issued Capital 78,246,245 shares New Shares Issued 11,592,036 shares Post Entitlement Offer Capital Structure 89,
Slide 25: Acquisition and Offer Timetable
Acquisition and Offer Timetable For personal use only Announcement of Acquisition and Entitlement Offer 20 November 2013 Ex-date and Rights trading commences 22 November 2013 Record Date for Entitlement Offer (7pm AEDT) 28 November 2013 Entitlement Offer opens and Offer Documents sent to Eligible Sh
Slide 26: Agenda
Agenda For personal use only • Overview of Westminster Travel • Strategic rationale • Combined group overview • Entitlement Offer details • Appendix
Slide 27: Risks
Risks For personal use only Acquisition of WT entity • Subject to the satisfaction of limited conditions • Historical liabilities Economic • Specific (corporate and leisure travel), or general Information technology • Reliance on non-proprietary IT licences Competition • Growing through internet bas
Slide 28: Summary of Key Terms & Conditions
Summary of Key Terms & Conditions CTM will acquire 75.1% of Wealthy Aim Investments Limited (WAIL), a BVI registered entity, through Corporate Travel Management For personal use only (UK) Limited, a wholly owned subsidiary of CTM, registered in the UK. CTM has agreed to guarantee Corporate Travel Ma
Slide 29: Westminster Travel History
Westminster Travel History For personal use only Early 1990s: 1996: First MICE 1994: acquisition of 1973: Westminster- appointed to act as event for 400 IBM Jecking Tours & HK established consolidator to staff in Penang, Travel Cathay Pacific Malaysia 1997: Appointed 2001: Appointed 1998: Expansion
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