Kmd Brands Limited · NZX:KMD
Kmd Brands — Kathmandu Holdings — Shareholder Meeting (October 2019)
15 slides from Kmd Brands's shareholder meeting presentation, Oct 18, 2019
Slide 1: Kathmandu Holdings Limited Special Meeting
For personal use only Kathmandu Holdings Limited Special Meeting 18 October 2019
Slide 2: Agenda: Special Meeting 18 October 2019
AGENDA: SPECIAL MEETING 18 OCTOBER 2019 For personal use only » Meeting Procedures » Chairman's address » Chief Executive Officer’s Address » Resolution 1 – Ordinary resolution to approve the acquisition of Rip Curl » Resolution 2 – Special resolution to amend the Constitution
Slide 3: Meeting Procedures
MEETING PROCEDURES For personal use only Attending the meeting online? For help please refer to the virtual meeting online guide available at https://www.kathmanduholdings.com/ or phone 0800 200 220. 3
Slide 4: Chairman's Address
CHAIRMAN’S ADDRESS David Kirk For personal use only
Slide 5: The Ultimate Surfing Company
THE ULTIMATE SURFING COMPANY For personal use only Born in Bells Beach, Australia, in 1969, Rip Curl has always been a brand on The Search “The Search was the driving force that led to the creation of Rip Curl... We loved charging into the unknown and the journey that waited. It was about the great
Slide 6: Combined Group Meets the Year Round Needs of Customers Globally
COMBINED GROUP MEETS THE YEAR ROUND NEEDS OF CUSTOMERS GLOBALLY For personal use only The combination creates an outdoor and action sports company which offers complementary products with diversificationin product, channel, geography and seasonality
Slide 7: CEO's Address
CEO’S ADDRESS Xavier Simonet For personal use only
Slide 8: Transaction Summary
TRANSACTION SUMMARY For personal use only » Kathmandu has entered into a binding agreement for the acquisition of 100% of the shares in Rip Curl Group Pty Ltd (“Rip Curl”) at an enterprise value of A$350 million on a debt free, cash free basis(1) (NZ$368million(2)) » Acquisition price implies 7.3x E
Slide 9: Investment Highlights
INVESTMENT HIGHLIGHTS For personal use only 1 Creates a NZ$1.0bn(1) global outdoor and action sports company anchored by two iconic Australasian brands 2 Rip Curl is a leader in the global surf industry with products that are complementary to Kathmandu from a technical and seasonal perspective 3 Rip
Slide 10: Combined Group Has a Deeper and More Meaningful Global Presence
COMBINED GROUP HAS A DEEPER AND MORE MEANINGFUL GLOBALPRESENCE For personal use only Europe North America Middle East and South Africa South East Asia South America Australia and New Zealand c.7,300 Retail Online Local Supplier Global wholesale footprint of presence management relationships presence
Slide 11: Vision for the Combined Group
VISION FOR THE COMBINED GROUP For personal use only (1) Shared support functions where operational value can be derived Kathmandu and Rip Curl Kathmandu and Rip Curl Rip Curl and Kathmandu to leverage respective to retain their strong to retain operational strengths and build on brand identities and
Slide 12: Summary of Acquisition Funding and Sources & Uses
SUMMARY OF ACQUISITION FUNDING AND SOURCES & USES For personal use only Summary Purchase price » Total cash consideration of A$350 million(1) » The acquisition, and associated transaction costs, will be fully funded through a combination of equity and debt issuance comprising: » A 1 for 4 underwritt
Slide 13: Resolution 1: Acquisition of Rip Curl
RESOLUTION 1: ACQUISITION OF RIP CURL For personal use only Ordinary Resolution That the shareholders of the Company ratify, confirm and approve, including for the purposes of Rule 5.1.1(b) of the NZX Listing Rules, for all purposes the acquisition by Barrel Wave Holdings Pty Ltd, a wholly owned sub
Slide 14: Resolution 2: Amendment of Constitution
RESOLUTION 2: AMENDMENT OF CONSTITUTION For personal use only Special Resolution To amend the Company’s constitution in the manner described in the explanatory notes, with effect from the close of the Special Meeting. Proxies: In respect of this item of business, the following proxies have been rece
Slide 15: Conclusion
CONCLUSION For personal use only Thank you for your participation
Kathmandu Holdings — Shareholder Meeting (October 2019) on 6ix