Viva Energy Group Ltd. · ASX:VEA
Viva Energy — Merger or Acquisition (February 2023)
23 slides from Viva Energy's merger presentation, February 2023
Slide 1: Acquisition of OTR Group
Acquisition of OTR Group Advancing our Convenience & Mobility Strategy Viva Energy Group Limited
Slide 2: Important notice and disclaimer
Important notice and disclaimer This presentation has been prepared by Viva Energy Group representation or warranty, express or implied, is made as to achievements expressed or implied by these forward-looking Limited, ACN 626 661 032 (“Company” or “Viva Energy”). the fairness, accuracy, completenes
Slide 3: OTR Group Acquisition
OTR Group Acquisition Transformational acquisition which accelerates our convenience strategy Leading convenience & QSR retailer EPS accretion of 6% to 26% Proven operating model and brands Established and scalable back office and operating model Sophisticated digital and loyalty platforms
Slide 4: The OTR offer
The OTR offer OTR is disrupting the fuels business by creating a one-stop true convenience destination, reducing the reliance on fuel and increasing exposure to the fast-growing convenience sector A sophisticated convenience offer, outstanding customer service and renowned brands, which drives outpe
Slide 5: Transition and Growth Strategy
Transition and Growth Strategy Four steps to becoming a leading Convenience & Mobility retailer, and a one-stop destination for our customers Retail Leading branded Convenience network and 1 2 3 4 & Mobility fuel supplier Retailer Take full control Acquire capability Transform and Further extend
Slide 6: Transaction Summary
Transaction Summary Transaction details, strategic rationale and financial impact • Viva Energy to acquire OTR Group for total consideration of $1.15BN from Peregrine Corporation. Transaction • Implies pro forma FY2023 (June-end) EBITDA (RC) of 7.0x post synergies1. Details • Completion expected in
Slide 7: Transaction Overview
Transaction Overview Viva Energy to acquire OTR fuel & convenience and wholesale fuel businesses by share sale, Smokemart & Giftbox (SMGB) by asset sale Viva Energy to acquire OTR Group • CEO, Mr Yasser Shahin, retained post completion to support the existing OTR group and the transition to Jevan Bo
Slide 8: Strategic Rationale – Summary
Strategic Rationale – Summary Secures a leading convenience and quick service restaurant capability to deploy new formats across the network and further transform our convenience and mobility business 1. Establish a pathway to build a nationwide convenience network of more than 1,000 stores with a m
Slide 9: Strategic Rationale – #1
Strategic Rationale – #1 Establish a pathway to build a nationwide network of more than 1,000 stores with a market leading convenience and mobility offering in Australia Fuel and convenience network A company controlled network with a Company controlled stores pathway to 1,000+ stores • More than 70
Slide 10: Strategic Rationale – #2
Strategic Rationale – #2 Greater earnings diversification to convenience and the broader retail sector, which we expect to continue to deliver solid, defensive growth into the long term Convenience & Mobility (C&M) gross profit ($M)1 Addressable market by category ($BN)2 FY2022 (incl. Post OTR Group
Slide 11: Strategic Rationale – #3
Strategic Rationale – #3 Extend OTR offer and technology platforms to Coles Express stores that support the format, taking the OTR brand nationally and growing per store convenience sales Opportunity to extend OTR to suitable locations • Trusted offer and brands renowned for high-quality and diverse
Slide 12: Strategic Rationale – #4
Strategic Rationale – #4 Achieve significant synergies in procurement, marketing and functional support by bringing the three businesses (OTR, Coles Express and Viva Energy) together under a single operation Coles Express / Viva Energy Retail OTR Group • Coles Express under brand licence agreement (
Slide 13: Strategic Rationale – #5
Strategic Rationale – #5 Consolidates digital and loyalty offers across the network Leading technology ready to be deployed • Accelerates ability to deliver advanced digital experiences. • OTR employs leading technology through digital stores, payments platform and customer feedback. • Its mobile ap
Slide 14: Financial Impact
Financial Impact Summary • Adds $4.2BN of sales revenue on a FY2023 pro forma basis, comprising $2.4BN of non-fuel sales1. •Sales & • Adds $165M to EBITDA (RC) once run-rate synergies are realised, of which $15-20M will go to Commercial & Industrial1. earnings contribution • Corresponding EPS accret
Slide 15: Financial Impact
Financial Impact OTR Group is set to contribute $165M+ to EBITDA once synergies are realised Pro forma financial profile OTR Group to deliver substantial EPS accretion post Retail, Fuels & Marketing (RFM) synergies (expected over 3 years) OTR pro forma (June-end) Pro forma pro forma (incl. Coles Exp
Slide 16: Investment Requirements
Investment Requirements We expect the increase in capital investment to drive attractive returns as we transform our network We will take a measured approach to capital investment • Expect maintenance capital $10-15M, lifting total capex for Convenience & Mobility to a run-rate $80M p.a. (including
Slide 17: Conclusion
Conclusion OTR will transform our Convenience & Mobility network and support long-term growth 1. OTR represents a major step forward in our vision to become a convenience retailer that sells fuel, rather than a fuel retailer with a convenience offering. 2. While Coles Express provides us with a soph
Slide 18: Q&A
Q&A Viva Energy Group Limited 18
Slide 19: Appendix
Appendix Viva Energy Group Limited
Slide 20: Pro Forma Balance Sheet
Pro Forma Balance Sheet Viva Energy1 Coles Express2 OTR Group3 Group 31-Dec-22 30-Jun-22 30-Jun-22 31-Dec-22 Actual Pro-forma Pro-forma Pro-forma Working capital 41 59 57 157 Property, plant and equipment 1,644 108 198 1,950 Right-of-use assets 2,088 90 950 3,129 Intangible assets 600 (42) 754 1,312
Slide 21: Progressing our Transition and Growth Strategy
Progressing our Transition and Growth Strategy Leveraging the diversity in our three increasingly distinct businesses Today Pathway Future Leverage capability to develop Acquire capability to accelerate Outperform in our core businesses new growth pathways proven opportunities • Coles Express acquis
Slide 22: Glossary
Glossary Replacement Cost (“RC”) EBITDA (RC) Earnings Per Share (RC) Viva Energy reports its performance on a Profit before interest, tax, depreciation and Underlying NPAT (RC) divided by “replacement cost” (RC) basis. RC is a amortisation adjusted to remove the impact total shares on issue non-IFRS
Slide 23: Viva Energy
VIVA EnergyAustralia
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