Comms Group Ltd · ASX:CCG
Comms — Merger or Acquisition (May 2025)
32 slides from Comms's merger presentation, May 16, 2025
Slide 1: Transformational Acquisition & Capital Raise Presentation
Comms Group Transformational Acquisition & Capital Raise Presentation 16 May 2025 We enhance business agility through innovative cloud-based communications and secure modern workplace solutions COMMS GROUP LIMITED (ASX: CCG) www. c o m m s g r o u p . l i m i t e d This document has been approved by
Slide 2: Executive Summary
Executive Summary • Specialised cloud communications and managed IT services provider to businesses. • Operations in Australia, Singapore, London, and the Philippines, incl. extensive coverage across Asia-Pacific. • Comms Group has 3 key divisions: o Cloud Comms & Collaboration – Voice (Teams/Teleph
Slide 3: Executive Summary
Executive Summary • Proforma annualised group revenue (on acquisition) of ~$75m1 (90%+ recurring revenue) Combined • Proforma annualised group underlying EBITDA (on acquisition) of $9m to $10m1 Comms Group Outlook • Targeting strong EBITDA to free cashflow conversion given minimal capex requirement
Slide 4: Strategic Rationale
Strategic Rationale Delivering transformational financial profile underpinned by core business aligned with Comms Group’s existing service capability Expands scale & existing Comms Dominant market position in Strong financial profile Group service capability Tasmania with blue-chip customers • Expan
Slide 5: Combined Comms Group (post Acquisition)
Combined Comms Group (post Acquisition) Increased market share & Proforma annualised One of most extensive geographical presence in revenue of ~$75m (90%+ licensed telco carriers in the corporate & mid market sector recurring) annualised APAC region; now expanding underlying EBITDA of into Sth Ameri
Slide 6: TasmaNet Overview
TasmaNet Overview COMMSGROUP - 6
Slide 7: TasmaNet Snapshot
TasmaNet Snapshot Business Overview Background to Transaction • Founded in 2004, TasmanNet is one of the leading providers • Field Solutions Holdings Limited (ASX:FSG) is an ASX-listed telco of internet, networking, data services and cloud services to carrier and communications business. corporates
Slide 8: Comms Group Overview
Comms Group Overview COMMSGROUP - 8
Slide 9: Our Products and services
Our Products and services Comms Group empowers businesses worldwide with a comprehensive, cutting-edge suite of communications and technology solutions across key market segments. Cloud Communications Secure Modern Workplace Global UCaaS & Wholesale & Collaboration Solutions 1H’25 divisional revenue
Slide 10: Global Capability
Global Capability • Comms Group is one of the most comprehensively licensed carriers in the APAC region with a new focus on Europe due to customer demand. • We can deliver SIP domestic calling services in approx. 40 key markets globally with an extended reach of a further 25+ international toll-free
Slide 11: FY25 YTD Key Highlights
FY25 YTD Key Highlights 1H FY25 Financial Highlights 1H FY25 Commentary • $27.0m Revenue - Global division revenue increasing in the period $27.0M Revenue • $2.4m Underlying EBITDA, impacted predominantly by additional costs ($~0.8m) to ↑0.3% pcp support key growth opportunities in the global busine
Slide 12: Financial Performance Over Time
Financial Performance Over Time Operating Revenue by Division EBITDA by Business Unit Cloud Comms & Colloboration Cloud Comms & Colloboration Global & Wholesale 10 Global and Wholesale 6.6 Secure Modern Workplace Solns 35 Secure Modern Workplace Solns Inter-segment Corporate Centre / Overheads 8 28.
Slide 13: Cash Flow
Cash Flow $M 1HFY24 1HFY25 Underlying operating cashflows 3.4 2.3 Less: payment of business acquisition, restructuring, integration & other one-off 1.1 0.7 expenses Less: income tax paid 0.2 0.1 Less: lease (inc rent) payments 0.6 0.3 Operating cashflow 1.5 1.2 Capex light Less: Capex 0.1 0.2 busine
Slide 14: Strategy & Outlook
Strategy & Outlook COMMSGROUP - 14
Slide 15: Strategy & Outlook
Strategy & Outlook To become a leading cloud communications, collaboration and secure modern workplace solutions provider across the Asia Pacific region Strategy Financial Outlook Growth Opportunities • Strong focus on the corporate mid- • CCG Standalone (excl acquisition) • Organic & inorganic oppo
Slide 16: Funding Package (Debt + Equity)
Funding Package (Debt + Equity) COMMSGROUP - 16
Slide 17: Capital Raising Overview
Capital Raising Overview Transaction Overview Offer Size $7.0m, via the issue of approximately 139.7 million fully paid ordinary shares • Placement to raise $4.8m via the issue of approximately 96.4 million fully paid ordinary shares, pursuant to Comms Group’s existing Placement capacity per ASX Lis
Slide 18: Capital Raising Overview
Capital Raising Overview Key Events Key Dates1 Trading halt Wednesday 14 May 2025 Announcement of Acquisition, Entitlement Offer and Placement Trading Halt is lifted and normal trading resumes. Friday 16 May 2025 Company issues Entitlement Offer Cleansing Notice and Appendix 3B ‘Ex’ entitlement date
Slide 19: Committed Debt Facility Overview
Committed Debt Facility Overview Key Debt Facility Terms Borrower Comms Group Limited Lender Regal Funds Management $10.7m debt facility provided by FSG’s secured creditor, Regal Funds Management, with $4.0m to fund the acquisition and an Facility Limit additional $6.7m to refinance the existing sen
Slide 20: Appendix
Appendix commsgroup Global Cloud Communications COMMSGROUP - 20
Slide 21: Glossary
Glossary Term Definition Cloud Communications The provision of key communications services from cloud servers based in data centres and over high speed internet connections. Cloud PBX, Cloud Phone, A cloud PBX functions the same as an in office PABX but is hosted in a cloud server accessed via the i
Slide 22: Key Risks, Underwriting and Offer Jurisdictions
Key Risks, Underwriting and Offer Jurisdictions COMMSGROUP - 22
Slide 23: Important Notice & Disclaimer
Important Notice & Disclaimer The material in this presentation is a summary of Comms Group Ltd’s (CCG) activities and Certain financial data included in this presentation may be “non-IFRS financial information” results, and is current at the date of this presentation. Further details are provided i
Slide 24: Key Specific Risks – Acquisition
Key Specific Risks – Acquisition The Directors believe that there are a number of specific factors that should be taken into account before investors decide whether or not to apply for New Shares. Each of these factors could have a materially adverse impact on Comms Group, its expansion plans, opera
Slide 25: Key Specific Risks – Business
Key Specific Risks – Business The Directors believe that there are a number of specific factors that should be taken into account before investors decide whether or not to apply for New Shares. Each of these factors could have a materially adverse impact on Comms Group, its expansion plans, operatin
Slide 26: Key Specific Risks – Business
Key Specific Risks – Business The Directors believe that there are a number of specific factors that should be taken into account before investors decide whether or not to apply for New Shares. Each of these factors could have a materially adverse impact on Comms Group, its expansion plans, operatin
Slide 27: Key Risks - General
Key Risks - General Risk Description Share market On completion of the Placement and the Entitlement Offer, the New Shares may trade on ASX at higher or lower prices than the issue price. Investors who decide to sell their New Shares after the Placement and the Entitlement Offer may not receive the
Slide 28: Key Terms of Underwriting
Key Terms of Underwriting Description Comms Group has entered into an underwriting agreement with Henslow Pty Limited and Taylor Collison Limited (Joint Lead Managers), pursuant to which the Joint Lead Managers have been appointed as bookrunner and lead manager to the Placement and bookrunner, lead
Slide 29: Key Terms of Underwriting (cont.)
Key Terms of Underwriting (cont.) Description Either or both of the Joint Lead Managers may at any time prior to 11.00am on the Entitlement Offer settlement date, immediately terminate the agreement if any one or more of the following events occurs, and the Joint Lead Managers have reasonable ground
Slide 30: International Offer Restrictions
International Offer Restrictions Risk Description WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Ho
Slide 31: Contact Us
Contact Us Investor Website www.commsgroup.limited Enquiries www.commsgroup.limited/feedback COMMSGROUP - 31
Slide 32: commsgroup
— commsgroup Global Cloud Communications