Slide 1: Acquisition of Imaging Queensland and Entitlement Offer
I Integral Diagnostics Acquisition of Imaging Queensland and Entitlement Offer 26 August 2019 Good Medicine is Good Business
Slide 2: Important notice and disclaimer
Important notice and disclaimer This investor presentation (Presentation) is dated 26 August 2019 and has been prepared by Integral Diagnostics Limited (ABN 55 130 832 816) (IDX or Integral). By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, y
Slide 3: Important notice and disclaimer (cont.)
Important notice and disclaimer (cont.) Investment risk An investment in IDX shares is subject to known and unknown risks, some of which are beyond the control of IDX and its directors. IDX does not guarantee any particular rate of return or the performance of IDX nor does it guarantee any particula
Slide 4: Important notice and disclaimer (cont.)
Important notice and disclaimer (cont.) Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such stateme
Slide 5: Contents
Contents 1 Acquisition overview 6 2 Entitlement Offer 16 A Additional information 19 B Key risks 21 C International offer restrictions 31
Slide 6: Acquisition overview
1 Acquisition overview Wa DIAGNOSTICS
Slide 7: Acquisition overview
Acquisition overview ● Integral Diagnostics (IDX or Integral) has agreed to acquire Imaging Queensland (IQ) (Acquisition) for upfront consideration of ~$104 million1 (Upfront Consideration) payable 70% in cash and 30% in escrowed new ordinary IDX shares2 — $96 million3 representing a multiple of IQ’
Slide 8: Acquisition overview
Acquisition overview ● High quality footprint in a growing region where Integral is not currently operating ● Provides radiology services at 8 hospitals, and holds 3 full and 2 partial MRI licenses1 Compelling ● Clinical centres of excellence around women’s imaging and pain management strategic rati
Slide 9: Imaging Queensland overview
Imaging Queensland overview Business overview Diversified Queensland footprint ⚫ Established in 2007, IQ has a footprint of 18 clinics which leverage an efficient hub and spoke model1 ⚫ Offers a comprehensive range of imaging services supporting diversified revenue streams with a focus on more compl
Slide 10: Imaging Queensland's investment highlights
Imaging Queensland’s investment highlights Strong cultural fit High quality footprint Experienced team of 16 in a growing ageing region where long-tenured radiologists IDX is not currently operating Focus on clinical excellence in diagnostics and patient outcomes Highly strategic Provides radiology
Slide 11: Strong cultural fit with focus on clinical excellence
Strong cultural fit with focus on clinical excellence Patient-centric focus IQ mission “To provide the highest quality medical imaging service in a caring compassionate and IQ values Patient sensitive manner, with an care absolute commitment to Purpose Excellence in Diagnostics patient care as our f
Slide 12: Strategically compelling
Strategically compelling Growth Site Central Queensland Sunshine Coast Sunshine Coast3 Gladstone Hospital Bli Bli Full MRI Licence1 Recently opened in July 2019 of population ~40% aged 50+ SCUPH Gladstone Clinic Full MRI licence of population Relocated in November 2018 Sippy Downs 5.2% aged 80+ Capr
Slide 13: Satisfies IDX's investment criteria
Satisfies IDX’s investment criteria Attractive revenue growth profile1 Multiple future growth avenues 58.7 Add new modalities and Open new sites ancillary services 55.4 to optimise the Win new and network effect expanded of IQ’s hub and Leverage IQ’s strong referrer hospital contracts spoke strategy
Slide 14: Integration plan
Integration plan IDX has a strong track record of integrating diagnostic imaging businesses Overarching integration goals Minimise disruption Retain key people – Clear lines of Establish clear and Capture to operations “best of both” leadership and demonstrable path to synergies businesses communica
Slide 15: IDX will operate in 5 key markets post Acquisition
IDX will operate in 5 key markets post Acquisition Total IDX Geographic Western Victoria Queensland New Zealand Queensland Market Australia Ballarat, Geelong, Gold Coast, South West Sunshine Coast, Warrnambool Core markets Toowoomba and Western Auckland Rockhampton and outer Mackay Australia and Gla
Slide 16: Entitlement Offer
2 Entitlement Offer Wa DIAGNOSTICS Jo eee
Slide 17: Overview of the Entitlement Offer
Overview of the Entitlement Offer ● A 1 for 5.91 pro rata accelerated non-renounceable Entitlement Offer to existing IDX shareholders1 to raise approximately A$72 Entitlement Offer million structure and ● Approximately 26.6 million New Shares to be offered to existing shareholders (equivalent to app
Slide 18: Entitlement Offer timetable
Entitlement Offer timetable Event Date1 Trading halt and announcement of Acquisition and Entitlement Offer Monday, 26 August 2019 Institutional Entitlement Offer opens (10.00am Sydney time) Monday, 26 August 2019 Institutional Entitlement Offer closes (4.30pm Sydney time) Monday, 26 August 2019 Trad
Slide 19: Appendix A: Additional information
A APPENDIX Additional information
Slide 20: IDX Pro forma balance sheet
IDX Pro forma balance sheet Unaudited IDX Acquisition PF combined group A$m Imaging Queensland1 (as at 30 Jun 2019) adjustments2 (as at 30 Jun 2019) (as at 30 Jun 2019) ASSETS Cash and cash equivalents 21.0 5.1 1.1 27.2 Trade and other receivables 9.0 4.7 (2.0) 11.7 Other current assets 3.8 1.7 - 5.
Slide 21: Appendix B: Key risks
B APPENDIX Key risks
Slide 22: Key risks
Key risks This section discusses some of the key risks associated with any investment in IDX, which may affect the value of IDX shares. The risks set out below are not listed in order of importance and do not constitute an exhaustive list of all risks involved with an investment in IDX. Before inves
Slide 23: Key risks (cont.)
Key risks (cont.) Changes to these laws, policies and regulations (or any others that apply to IDX) in any of the jurisdictions in which IDX operates may have a material adverse effect on IDX’s business, financial position and prospects, as well as reduce demand for IDX’s services. Further, regulato
Slide 24: Key risks (cont.)
Key risks (cont.) IDX’s success also depends on its continuing ability to recruit and retain other technical professionals, such as radiographers, sonographers and nuclear medicine technologists, as well as experienced and high-performing key management and operating personnel. In the event that IDX
Slide 25: Key risks (cont.)
Key risks (cont.) IDX may lose or misuse personal and confidential information IDX’s operations rely on the secure processing, transmission and storage of confidential, proprietary and other information in its computer systems and networks. IDX’s facilities and systems, as well as the facilities any
Slide 26: Key risks (cont.)
Key risks (cont.) Technological change could adversely affect IDX’s business The success of IDX’s business is dependent on acquiring and maintaining an effective and competitive equipment base. The development of new technologies or refinements of existing modalities could make IDX’s existing system
Slide 27: Key risks (cont.)
Key risks (cont.) An accident or incident at an IDX facility may occur An accident or incident at any of IDX’s facilities may expose IDX to liability for costs or damages. For example, nuclear medicine uses radioactive materials, which generate medical and other regulated wastes. The possession and
Slide 28: Key risks (cont.)
Key risks (cont.) If any of the conditions precedent are not satisfied or waived or take longer than anticipated to satisfy, completion of the Acquisition may be deferred or delayed, or may not occur on the current terms or at all. There can be no guarantee that IDX will obtain all necessary approva
Slide 29: Key risks (cont.)
Key risks (cont.) General investment risks Risks associated with an investment in shares There are general risks associated with investments in equity capital such as IDX shares. The trading price of IDX shares may fluctuate with movements in equity capital markets in Australia and internationally.
Slide 30: Key risks (cont.)
Key risks (cont.) Inability to access capital or debt markets on favourable terms IDX utilises debt finance to partially fund its business and may need to access additional debt finance or capital to fund its operations. If IDX is unable to access capital, or refinance, repay or renew its debt facil
Slide 31: Appendix C: International offer restrictions
C APPENDIX International offer restrictions
Slide 32: International offer restrictions
International offer restrictions This document does not constitute an offer of New Shares of IDX 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 outside Australia excep
Slide 33: International offer restrictions (cont.)
International offer restrictions (cont.) New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act). The New Shares are not being offered to the public within New Zealand other than to e
Slide 34: International offer restrictions (cont.)
International offer restrictions (cont.) Sweden This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the New Shares be offered for sale in Sweden, ot
Slide 35: International offer restrictions (cont.)
International offer restrictions (cont.) United States This document does not constitute an invitation or offer of securities for subscription, purchase or sale in the United States of America or any other jurisdiction in which such an offer would be illegal. The securities referred to in this docum
Slide 36: Contact us
Contact us Investors & Media Dr Ian Kadish, CEO P: +61 3 5339 0704 E: ikadish@idxgroup.com.au PAGE 36