Zigup Plc · LSE:ZIG

Zigup — Merger or Acquisition (December 2019)

18 slides from Zigup's merger presentation, December 2019

  1. Slide 1: Creation of a Leading Integrated Mobility Solutions Platform

    CREATION OF A LEADING INTEGRATED MOBILITY SOLUTIONS PLATFORM

  2. Slide 2: Disclaimer

    DISCLAIMER THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. This presentation (the “Presentation”) has been prepared by Northgate plc (“Northgate”

  3. Slide 3: Agenda

    AGENDA 1 Transaction Overview 2 Benefits of a Combination 2

  4. Slide 4: Transaction Summary

    TRANSACTION SUMMARY • Recommended all-share merger • 0.3669 new Northgate shares for every 1 Redde share Key Terms • Immediately following completion Northgate shareholders will own approximately 54% of the Combined Group1 and Redde shareholders will own approximately 46% of the Combined Group1 • Im

  5. Slide 5: Combination of Two Leading Mobility Solutions Companies

    COMBINATION OF TWO LEADING MOBILITY SOLUTIONS COMPANIES A leading provider of incident and accident management, A leading light commercial vehicle rental business legal and other mobility-related services A leading integrated mobility solutions platform Trending market dynamics • Shift from ownershi

  6. Slide 6: Compelling Strategic Rationale

    COMPELLING STRATEGIC RATIONALE Complementary combination with comprehensive suite of mobility services A market-leading customer proposition Cost synergies underpinned by enhanced scale and optimisation potential Attractive revenue synergies Strong financial profile Creation of a leading integrated

  7. Slide 7: Complementary Combination with Comprehensive Suite of Mobility Services

    COMPLEMENTARY COMBINATION WITH COMPREHENSIVE SUITE OF MOBILITY SERVICES End of Start of Life In Life Life Fleet Service Sale of Sale of New Rental / Term Insurance & Accident Legal Management & Maintenance Used Salvage Vehicles / Rental Breakdown Management Services Telematics Parts & Repairs Vehicl

  8. Slide 8: Enhanced Scale

    ENHANCED SCALE Branch Network – UK & Ireland • Combined network of enhanced scale and density1:  Own fleet of over 110,000 vehicles  Over 400,000 managed vehicles • One stop-shop with premium services offering:  Over 100 branches with service, maintenance and repair operations1 • Extensive vehicl

  9. Slide 9: A Market-Leading Customer Proposition

    A MARKET-LEADING CUSTOMER PROPOSITION Benefits to: Fleet Insurers Customers Increased scope of services  Outstanding service proposition Access to combined fleet  Greater customer choice and fulfilment ability Increased geographic coverage  Enhanced proximity and responsiveness  Fleet management

  10. Slide 10: Attractive Cost Synergies

    ATTRACTIVE COST SYNERGIES Expected Total Annual Cost Synergies of At Least £10m (pre-tax) • Rationalisation and consolidation of Corporate and corporate and support functions Support • Removal of duplicate PLC costs c.45% Functions • Optimisation of procurement c.70% c.100% • Optimisation of combine

  11. Slide 11: Attractive Revenue Synergies

    ATTRACTIVE REVENUE SYNERGIES • Cross-selling Northgate vehicle hire to FMG customers and cross-selling FMG fleet incident and accident management to Northgate customers • Service & maintenance of FMG customer vehicles • Northgate accidents channelled through FMG increasing its customer base • Launch

  12. Slide 12: Strong Financial Profile

    STRONG FINANCIAL PROFILE FY2019 FINANCIAL INFORMATION FOR NORTHGATE AND REDDE Northgate Redde Pro Forma Revenue £745m £590m £1,335m Diversified revenue mix Operating Profit1 £76m £50m £126m Attractive margin profile Operating Profit 10% 8% 9% Improved cash flow Margin EBITDA less net £67m £46m £113m

  13. Slide 13: Ongoing Dividend Policy and Capital Structure

    ONGOING DIVIDEND POLICY AND CAPITAL STRUCTURE Dividend Payout Ratio Leverage 47% 1.6x 88% 0.6x Existing dividend policies to Completion Target Net Debt / EBITDA of 1.0 – 2.0x in the near term Targeting dividend cover of around 2 times following Completion Source: Company reports. FY 2019 as of April

  14. Slide 14: Evolution of the Combined Strategy

    EVOLUTION OF THE COMBINED STRATEGY Focus Drive Broaden Successfully execute integration Implement cost synergies Finesse products & services Leverage platform to enable revenue growth on basis of broader offering Service diversification into complementary markets Explore further market and geographi

  15. Slide 15: Compelling Strategic Rationale

    COMPELLING STRATEGIC RATIONALE Complementary combination with comprehensive suite of mobility services A market-leading customer proposition Cost synergies underpinned by enhanced scale and optimisation potential Attractive revenue synergies Strong financial profile Creation of a leading integrated

  16. Slide 16: Appendix

    APPENDIX N@RTHGATE

  17. Slide 17: Expected Timetable

    EXPECTED TIMETABLE  Redde scheme document published December 2019  Northgate shareholder circular published  Northgate prospectus in relation to consideration shares published  Northgate shareholder meetings January 2020  Redde shareholder meetings  FCA / SRA change of control clearances to be

  18. Slide 18: Two Leading Mobility Solutions Companies

    TWO LEADING MOBILITY SOLUTIONS COMPANIES • A leading light commercial vehicle rental business • Comprehensive package of accident management, legal and other • Owned fleet with over 100,000 light commercial vehicles / vans and auto-related services cars • c.10,000 owned or leased vehicles and c.400,

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