Slide 1: Acquisition of Cohort & Capital Raising
For personal use only Acquisi'on of Cohort & Capital Raising
Slide 2: Table of Contents
Table of Contents The Board For personal use only ! Acquisition of Cohort 3 ! Overview of Cohort 5 ! Pureprofile + Cohort 11 ! Transaction Overview 16 Andrew Edwards Clifford Rosenberg Non-Executive Chairman Non-Executive Director ! Capital Raising Overview & 23 Indicative Timetable ! Key Risks 27 !
Slide 3: Acquisition of Cohort
For personal use only Acquisition of Cohort 3
Slide 4: Pureprofile to acquire Cohort
Pureprofile to acquire Cohort Pureprofile Limited (ASX:PPL) to acquire 100% ownership of Cohort Group (Cohort) For personal use only • • Cohort: • established in 2008 and now one of Australia's leading online lead generation marketing businesses serving brands and advertisers • creates leads via large
Slide 5: Overview of Cohort
For personal use only Overview of Cohort Group Overview of Cohort 5
Slide 6: About Cohort
About Cohort • Cohort is a leading digital marketing business that provides innovative lead generation for both brands and For personal use only advertisers using proprietary technology • Creates leads via large publisher alliances including Foxtel and Ticketmaster in Australia • Cohort delivers cus
Slide 7: What Cohort Does
What Cohort Does For personal use only Lead Generation Email Marketing Database Accelerator Audience Monetising Delivering qualified leads Delivering targeted Delivering rapid data Delivering incremental revenue communica=ons growth High yielding leads driven New income streams delivered daily from r
Slide 8: Sources of Revenue
Sources of Revenue For personal use only Lead Genera=on Email Marke=ng Database Accelerator Audience Mone=sing 88% 5% 7% of revenue of revenue of revenue Sold on a price per Various revenue models - cost Uses client-owned assets to launch campaigns lead basis per thousand sent (CPM), cost Revenue sh
Slide 9: Cohort Business & Revenue Model
Cohort Business & Revenue Model Create targeted leads via surveys matched to personas For personal use only Established lead acquisition channels + Brands pay per lead revenue share partners Email Brands pay $2.00 - $10.00 For each lead Publishers The Daily Herald Times Ad 9
Slide 10: User and Clients
User Clients For personal use only ! 2.5m registered consumer profiles - ! Mix of large corporate and emerging 150,000 profiles added per month ecommerce businesses ! Users create a profile with ongoing ! Approx.160 clients billed each month - no consent via Cohort and partner micro- cross-over with Pu
Slide 11: Pureprofile + Cohort
For personal use only Q&A+ Cohort Pureprofile 11
Slide 12: Strategic Rationale
Strategic Ra=onale For personal use only ! Natural extension and accelerator of Pureprofile’s and Cohort’s core business ! Enhanced service offering - ability to leverage Pureprofile’s data insights and programmatic trading capabilities in Cohort ! Leverages Pureprofile technology platform for greater f
Slide 13: Enhanced Offering via Pureprofile Technology Platform
Enhanced Offering via Pureprofile Technology PlaPorm Registra3on & For personal use only CONSUMERS Engagement Over 1m registered profiles Consum Surveys / Lead er genera3on Over 2.5m consen'ng consumers Profiling -‐ Registering 160,000 per month & Profiling / data Big Data enhancement Mone3sa3on Quan3ta
Slide 14: Pureprofile's Technology Platform Increases ARPU
Pureprofile’s Technology PlaPorm Increases ARPU For personal use only Combine publisher + Profitable member Lower member alliances + accelerate with acquisition for Acquisition costs programmatic media Pureprofile and higher ARPU Combine Pureprofile Alliances Programmatic capabilities + publishers Publ
Slide 15: Global Presence & Depth in Key Markets
Global Presence & Depth in Key Markets For personal use only Accelerates growth of both Pureprofile and Cohort in the UK and US markets CURRENT REACH GROWING REACH 15
Slide 16: Transaction Overview
For personal use only Transaction Overview 16
Slide 17: Acquisition Benefits
Acquisi=on Benefits For personal use only ! Increased scale - significant increase in revenue and profitability – combined pro forma FY16* revenue $55.8 million and EBITDA $6.3 million ! Earnings accretive - the acquisition is expected to be EPS accretive in FY17 + excluding acquisition and integration
Slide 18: Pro Forma Financial Information: P&L
Pro Forma Financial Informa=on: P&L For personal use only $m FY14 FY15 FY16 CAGR PPL 17.2 21.7 28.5 29% Cohort 11.5 17.5 27.3 54% Total Revenue 28.7 39.2 55.8 39% Gross Profit 14.1 17.8 26.2 36% Margin (%) 49% 45% 47% Operating EBITDA* 0.0 2.1 6.3 Margin (%) N/A 5% 11% * Operating EBITDA excludes cos
Slide 19: Pro Forma Revenue Growth FY14-FY16
Pro Forma Revenue Growth – FY14-‐FY16 39% CAGR For personal use only $60 $55 $50 $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 FY2014 FY2015 FY2016 19
Slide 20: Pro Forma Balance Sheet
Pro Forma Balance Sheet • Solid cash posi'on at Comple'on of $6.7m (Net cash $2.7m) • Cash net of es'mated $2m transac'on For personal use only As at PPL Cohort pro Impact of the Pro forma costs 30 June 2016 Historical forma offer Balance Sheet $m Statutory (unaudited) • Includes Cohort unaudited 30
Slide 21: Transaction Details
Transac=on Details ! Pureprofile will acquire 100% ownership of the holding company of Cohort ! The purchase price comprises $18m paid in cash and PPL shares on completion plus a conditional two-tranche earn out based For personal use only upon Cohort FY17 EBITDA* (to 30 June 2017) and growth targets
Slide 22: Transaction Details (continued)
Transac=on Details (con=nued) ! Examples (assuming targets for revenue growth, gross margin and lead quality are achieved): For personal use only FY17 Purchase Price Earn-out tranche 1 Earn-out tranche 2 Total EBITDA Example 1 $4m $18m $4m n/a $22m Example 2 $5.9m $18m $4m $9.5m $31.5m Example 3 $6.
Slide 23: Capital Raising Overview & Indicative Timetable
For personal use only Capital Raising Overview & Indicative Timetable 23
Slide 24: Funding Overview
Funding Overview For personal use only The acquisition of Cohort and additional growth capital for Pureprofile will be financed via an institutional share placement, new debt facility and a Share Purchase Plan (“SPP”) • $14 million institutional placement, which was oversubscribed, at an issue price
Slide 25: Institutional Placement & SPP Overview
Ins=tu=onal Placement & SPP Overview For personal use only Key Offer Terms • An institutional share placement of approximately 31 million shares (‘New Shares”) raising up to Offer Size approximately $14 million • New Shares to be issued at an issue price of $0.45 /share • Fixed price offering • Offer p
Slide 26: Indicative Timetable
Indica=ve Timetable Event An=cipated Date* (2016) Trading halt commences in respect of PPL shares Tuesday 20 September For personal use only Placements (tranches 1 and 2) open Tuesday 20 September Record date for share purchase plan offer (SPP Offer) Wednesday 21 September Placements (tranches 1 and 2
Slide 27: Key Risks
For personal use only 27 Key Risks
Slide 28: Key Risks
Key Risks There are a number of risks inherent in the acquisition of Cohort that could affect the future operational and financial performance of Pureprofile (including the For personal use only operational and financial performance of Cohort) and the value of Pureprofile’s shares. The following is a sum
Slide 29: Key Risks
Key Risks For personal use only Risks which could have a material adverse impact on Cohort’s and Pureprofile’s future earnings: ! Operational Risks ! Consumer complaints / poor compliance – reputational and regulatory risk ! Loss of major clients / reduction in spend ! Reliance on key personnel ! Los
Slide 30: Appendices
For personal use only 30 Appendices
Slide 31: Strategic Fit – Cross-Sell & Up-Sell Opportunities
Strategic Fit – Cross-‐Sell & Up-‐Sell Opportuni=es For personal use only Products / Services Benefit Increased consumer engagement & satisfaction through Registrations Cohort members to become PPL members Pureprofile technology and increase ARPU Surveys PPL members opt-in to Cohort campaigns Impro
Slide 32: Online Advertising & Lead Generation Market
Online Adver=sing & Lead Genera=on Market For personal use only EDM / List Sales Lead Genera=on / Smart Data ! Only three main compe3tors in the Lead Genera3on and Smart Data space with significant scale and revenue High scale ! Cohort has posi3oned itself away 3DI from EDM/list rental sales which is
Slide 33: Q&A / Offer Restrictions
For personal use only Q&A Offer Restrictions 33
Slide 34: Offer Restrictions
Offer Restric=ons For personal use only This document does not constitute an offer of new ordinary shares ("New Shares") of Pureprofile Limited (the "Company") 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 no
Slide 35: Offer Restrictions
Offer Restric=ons For personal use only New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand (or allotted with a view to
Slide 36: Offer Restrictions
Offer Restric=ons For personal use only This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you ar
Slide 37: Offer Restrictions
Offer Restric=ons For personal use only In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets