St. Barbara Ltd. · ASX:SBM
St. Barbara — Merger or Acquisition (May 2011)
17 slides from St. Barbara's merger presentation, May 13, 2011
Slide 1: Presentation on Merger Proposal with Catalpa
St Barbara Limited ACN 009 165 066 Level 14, 90 Collins Street, Melbourne VIC 3000 Locked Bag 9, Collins Street East, Melbourne VIC 8003 Tel +61 3 8660 1900 Fax +61 3 8660 1999 For personal use only www.stbarbara.com.au Presentation on Merger Proposal with Catalpa Attached is a copy of a presentatio
Slide 2: Merger Proposal with Catalpa
For personal use only Merger p Proposal with Catalpa 13 Mayy 2011 1
Slide 3: Disclaimer
Disclaimer For personal use only This presentation has been prepared by St Barbara Limited (St Barbara). The material contained in this presentation is for information purposes only. This presentation is not an offer or invitation for subscription or purchase of, or a recommendation in relation to,
Slide 4: Proposal to Create a Leading Australian Mid-Tier Gold Company
Proposal to Create a Leadingg Australian Mid‐Tier Gold Company p y For personal use only • St Barbara announced today that it has made a proposal to merge with Catalpa Resources Limited (“Catalpa”) to create a leading Australian mid‐tier gold company • Value enhancing transaction for both St Barbara
Slide 5: Overview of the Proposal
Overview of the Proposal For personal use only • Offer value of A$1.92 for each Catalpa share1 comprising a fixed ratio of 0.4535 St Barbara shares plus A$0.9613 cash for each Catalpa share: – Including a ‘mix and match’ facility giving Catalpa shareholders the opportunity to choose to receive propo
Slide 6: Strong Strategic and Operational Rationale for a Combination
Strong Strategic and p Operational Rationale for a Combination For personal use only Creates a portfolio with one of the largest gold reserves and resources positions in 1 the Australian mid‐tier gold sector Diversified portfolio of established and proven operating assets which reduces overall 2 inv
Slide 7: Value for St Barbara Shareholders
Value for St Barbara Shareholders For personal use only • Significant uplift in gold production, reserves and resources • Asset diversification • Expected to be EPS and cash flow accretive from financial year ending 30 June 20131 • Creation of a leading player in the Australian mid‐tier gold sector,
Slide 8: Value for Catalpa Shareholders
Value for Catalpa Shareholders For personal use only • Attractive premium even before any potential re‐rating driven by production and quality of portfolio relative to mid‐tier peers • Immediately and significantly accretive on both physical and financial metrics1 • Access to St Barbara’s cash flow
Slide 9: Combined Group to Produce Approximately 480,000 Ounces in FY12F
Combined Group to Produce Approximately , 480,000 Ounces in FY12F For personal use only Leonora • Gwalia underground mine • King of the Hills underground Cracow (30%) mine • Cracow underground mine • Gwalia processing plant • Cracow processing plant • FY11F production: 143koz • FY11F attributable pr
Slide 10: Leading Player in the Australian Mid-Tier Gold Sector
Leading Player in the Australian Mid‐Tier Gold Sector For personal use only Proforma Market Cap (A$m)1 Proforma Reserves (Moz) and Reserve Grade (g/t)2 Reserves Grade 2,456 5.7 6.0 9.0 4.5 3.9 3.6 3.5 3.4 6.0 1,087 1,009 2.9 865 3.0 2.5 2.4 690 629 599 496 1.0 0.9 0.9 3.0 366 356 332 292 255 242 1.5
Slide 11: Enhanced Diversification
Enhanced Diversification For personal use only Reserves by Asset1 St Barbara Combined Group Catalpa (2.9 Moz) (3.9 Moz) (1.0 Moz) 3% 1% 6% 8% 9% 5% 12% 11% 47% 13% 17% 63% 83% 22% FY12F Production by Asset2 St Barbara Combined Group Catalpa (350 koz) (477 koz) (127 koz) 7% 16% 12% 25% 42% 26% 57% 19
Slide 12: Forecast Average Annual Production Growth Almost 15%
Forecast Average Annual Production Growth Almost 15% For personal use only FY10A ‐ FY13F Compound Annual Growth ‐ 14.9% 477 412 358 272 FY10A FY11F FY12F FY13F Gwalia Southern Cross King of the Hills Edna May Cracow Strength of combined group will provide a strong footing to fund development project
Slide 13: Development and Exploration Upside
Development and Exploration Upside For personal use only E Exploration D Development E Cracow E E D E E D E Edna Mayy E Underground 5,000+km2 of prospective land around Australia plus identified development projects at Edna May and King of the Hills 12
Slide 14: Potential Synergies
Potential Synergies For personal use only • Potential for the combined Southern Cross and Edna May Locations organisation to realise operating and strategic synergies – Procurement savings through scale – Optimisation p of ore processing p g from new discoveries enabled through two treatment plants
Slide 15: Strong Cash Flow Generation Forecast on Pro Forma Basis
Strong Cash Flow Generation Forecast on Pro Forma Basis For personal use only • High free cash flow generator (post Illustrative Pro Forma Free Cash Flow1 A$m capex) p ) based on current broker 193 197 consensus cash flow and gold price estimates • Projected pro forma free cash flows expected to pro
Slide 16: Pro Forma Physical and Financial Multiples
Pro Forma Physical and Financial Multiples For personal use only EV/Reserves1,2 EV/Resources1,2 EV/FY12F EBITDA1,3 1,185 208 13.5x 1 186 177 860 142 8.2x 119 117 111 Peer average: g 108 104 99 95 465 90 5.0x 424 416 79 4.4x Peer average: 384 68 Peer average:4.3x 3.8x 3.7x 3.5x 63 334 3.3x 52 3.2x 3.
Slide 17: Conclusion
Conclusion For personal use only • Opportunity to create a leading mid‐tier Australian gold producer – 3.9 million ounces of ggold reserves – 9.8 million ounces of gold resources – Gold production of approximately 480,000 ounces in FY12F • Strong strategic and operational rationale underpinning the