Corporate Travel Management Limited · ASX:CTD
Corporate Travel Management — Merger or Acquisition (December 2021)
34 slides from Corporate Travel Management's merger presentation, Dec 15, 2021
Slide 1: Acquisition and Capital Raising
Not for release to U.S. wire services or distribution in the United States CTM Sustainability Strategy Corporate Travel Management Acquisition and Capital Raising CTM North America regional HQ 15 December 2021
Slide 2: Important Notices and Disclaimer
Important Notices and Disclaimer This investor presentation (Presentation) has been dated 15 December 2021 and has been prepared and authorised by Corporate Travel Management Limited (ACN 131 207 611) (CTM). This Presentation has been prepared in relation to CTM's acquisition of Helloworld Travel Li
Slide 3: Important Notices and Disclaimer (Cont'd)
Important Notices and Disclaimer (Cont’d) This presentation includes certain pro-forma financial information to reflect the impact of the Acquisition and/or the Capital Raising. The pro-forma balance sheet on slide 20 has been derived from: • The financial statements of CTM which have been audited b
Slide 4: Important Notices and Disclaimer (Cont'd)
Important Notices and Disclaimer (Cont’d) Not an Offer This Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products and does not and will not form any part of any contract for the acquisition of New Shares. The SPP offer will b
Slide 5: Contents
Contents 1 Executive Summary Page 6 2 Strategic Rationale Page 9 3 Overview of Helloworld Corporate Page 12 4 Trading Update Page 14 5 Capital Raising Details Page 17 A Appendices Page 22 5
Slide 6: Executive Summary
1 Executive Summary 6
Slide 7: Key Transaction Highlights
Key Transaction Highlights Corporate Travel Management Limited (“CTM”) has entered into a binding agreement to acquire 100% of Helloworld Travel Limited’s (“Helloworld”) corporate and entertainment travel business in Australia and New Zealand (“Helloworld Corporate”) for $175m on a cash-free, debt
Slide 8: Transaction Overview
Transaction Overview Acquisition of • CTM has entered into a Share Sale Agreement to acquire 100% of Helloworld’s corporate and entertainment travel business, Helloworld Corporate, for an enterprise value Helloworld Corporate of $175m on a cash-free, debt-free basis (subject to certain customary com
Slide 9: Strategic Rationale
2 Strategic Rationale 9
Slide 10: Strategic Rationale
Strategic Rationale The acquisition builds on CTM’s existing core as a global specialist corporate travel management firm with FY19 pro-forma TTV of 1 Builds on CTM’s Core approximately $12bn and revenue of approximately $810m1,2 Acquisition is directly aligned with CTM’s area of expertise Hel
Slide 11: Scope for Material Combination Benefits
Scope for Material Combination Benefits Full run-rate synergies of $8m1,2 identified to date, focused on cost savings from integration of Helloworld Corporate into CTM’s existing platforms. Integration planning has been undertaken alongside due diligence, with integration expected to be completed wi
Slide 12: Overview of Helloworld Corporate
3 Overview of Helloworld Corporate 12
Slide 13: Overview of Helloworld Corporate
Overview of Helloworld Corporate Helloworld Corporate Brands • Helloworld Corporate is a part of ASX listed Helloworld Travel Limited (ASX: HLO), a leading Australian & New Zealand travel distribution company, Corporate travel management services to Government and comprising retail travel networks,
Slide 14: Trading Update
4 Trading Update 14
Slide 15: A Significantly Larger Business Post COVID-19
A Significantly Larger Business Post COVID-19 Pro-forma FY19 Revenue: Full Recovery1,2 Targeted EBITDA: Full Recovery1,2 $900m $300m $810m $265m $800m +12% $250m +13% $700m +76% +77% $600m $200m $500m $150m $400m $720m $235m $300m $100m $459m $150m $200m $50m $100m $0m $0m FY19 Actual Pro-forma Comb
Slide 16: CTM Trading Update: EBITDA Trend Continues
CTM Trading Update: EBITDA Trend Continues Revenue and Other Income (A$m) 2Q FY22 Update @ 30 November 2021: • Group has maintained positive monthly underlying EBITDA trend $100 • Momentum impacted by the Omicron variant expected to be short term only • Continued investment in retaining workforce to
Slide 17: Capital Raising Details
5 Capital Raising Details 17
Slide 18: Capital Raising Details
Capital Raising Details • Fully underwritten Placement to institutional investors (“Placement”) to raise $75m within CTM’s current placement capacity under ASX Listing Rule 7.1 Capital Raising Size and – Approximately 3.6m New Shares to be issued under the Placement, equivalent to approximately 2.6%
Slide 19: Acquisition Funding Summary
Acquisition Funding Summary Uses A$m Sources A$m Acquisition of Helloworld Corporate (Debt/Cash Free) 175.0 Placement and SPP 100.0 Share consideration to Helloworld 75.0 Total Uses 175.0 Total Sources 175.0 • Share issue to Helloworld mutually aligns interests in the successful transition of their
Slide 20: Pro-Forma Balance Sheet
Pro-Forma Balance Sheet Balance Sheet (at 30-June-21), A$m1,2 CTM Helloworld Corporate Acquisition Adjustments2 CTM Pro-Forma Cash and Equivalents 99.0 23.6 (6.0) 116.7 Accounts Receivable 175.8 11.9 - 187.7 PP&E / ROU Assets 51.7 7.8 - 59.5 Intangibles 756.9 23.5 144.6 925.0 Other Assets 52.3 16.8
Slide 21: Equity Raising Timetable
Equity Raising Timetable Event Date Placement Trading halt and announcement of Placement Wednesday, 15 December 2021 Placement bookbuild opens Wednesday, 15 December 2021 Placement bookbuild closes Thursday, 16 December 2021 Announcement of completion of Placement Friday, 17 December 2021 Trading ha
Slide 22: Appendices
A Appendices 22
Slide 23: Key Risks
Key Risks This section describes the key business risks of investing in CTM together with the risks relating to participation in the Placement or SPP which may affect the value of CTM shares. It does not describe all the risks of an investment. Before investing in CTM, you should be aware that an in
Slide 24: Key Risks (Cont'd)
Key Risks (Cont’d) Risks Specific to the Acquisition (Cont’d) Impairment of As part of the Acquisition, CTM will need to perform a fair value assessment of Helloworld Corporate's assets (including intangibles) and liabilities. In the event that goodwill or any other intangible assets are required to
Slide 25: Key Risks (Cont'd)
Key Risks (Cont’d) Risks to the Group (Cont’d) General economic The Group’s operating and financial performance is influenced by a variety of general economic and business conditions globally. A prolonged deterioration in general economic conditions, (both globally and regionally) including a decrea
Slide 26: Key Risks (Cont'd)
Key Risks (Cont’d) Risks to the Group (Cont’d) Financing risk The Group is exposed to risk relating to the cost and availability of funds to support its operations, including changes in interest rates and foreign currency exchange rates, counterparty credit and liquidity risks, which could impact it
Slide 27: Key Risks (Cont'd)
Key Risks (Cont’d) Risks to the Group (Cont’d) Acquisitions and From time to time, the Group examines new acquisition opportunities in all of the regions in which it operates. Any future acquisitions would cause a change in the sources of the Group's earnings and result in variability of earnings ov
Slide 28: Key Risks (Cont'd)
Key Risks (Cont’d) Capital Raising and General Risks Any investment in equity capital carries general risks. The trading price of CTM's shares on the ASX may fluctuate in line with equity capital market movements in Australia and internationally, or in response to specific circumstances, which may r
Slide 29: International Offer Restrictions
International Offer Restrictions This document does not constitute an offer of New Shares 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 except to th
Slide 30: International Offer Restrictions (Cont'd)
International Offer Restrictions (Cont’d) Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materi
Slide 31: Share Sale Agreement Summary
Share Sale Agreement Summary Share Sale Agreement Summary Acquisition 100% of the issued shares in the capital of the Helloworld Travel Management entities that conduct the corporate and government travel management business of the Helloworld Travel Management group in Australia and NZ. Purchase Pri
Slide 32: Underwriting Agreement Summary
Underwriting Agreement Summary CTM has entered into an underwriting agreement with the Underwriter in respect of the Capital Raising on 15 December 2021 (Underwriting Agreement). The Underwriter's obligations under the Underwriting Agreement, including to fully underwrite and manage the Capital Rais
Slide 33: Underwriting Agreement Summary (Cont'd)
Underwriting Agreement Summary (Cont’d) • either of the following occurs: • a member of the Group breaches or defaults under any provision, undertaking, covenant or ratio of a material debt or financing arrangement or any related documentation to which they are a party, and such breach or default re
Slide 34: travelctm.com
travelctm.com
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