Slide 1: Acquisition of JacTravel and Capital Raising
For personal use only ACQUISITION OF JACTRAVEL AND CAPITAL RAISING John Guscic Managing Director Michael Sheehy Chief Financial Officer 2 August 2017 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 2: Important notice and disclaimer
Important notice and disclaimer For personal use only This presentation has been prepared by Webjet Limited ACN 002 013 612 (“Webjet”) in relation to the acquisition by Webjet of JacTravel Group (Holdings) Ltd ("JacTravel"), a global travel e-commerce group based in the UK (“Acquisition”) and fully
Slide 3: Important notice and disclaimer (cont'd)
Important notice and disclaimer (cont'd) For personal use only No investment or financial product advice The information contained in this presentation does not constitute investment or financial product advice (nor taxation, accounting or legal advice), is not a recommendation to acquire Webjet sha
Slide 4: Important notice and disclaimer (cont'd)
Important notice and disclaimer (cont'd) For personal use only Financial data All dollar values are in Australian dollars ($ or AUD) unless stated otherwise. All Webjet references starting with “FY” refer to the financial year for Webjet, ending 30 June. For example, for Webjet “FY17” refers to the
Slide 5: Summary key messages
Summary key messages For personal use only 1 • Acquisition of JacTravel, a market leading European B2B travel business, with c.£400 million in annual total transaction value ("TTV") • Transformational to Webjet's B2B business ("WebBeds"), creating the #2 B2B 2 player globally(1) and the #2 B2B playe
Slide 6: Transaction overview
Transaction overview For personal use only • Webjet has entered into a binding agreement to acquire JacTravel for £200 million (A$330 million(1)), implying 10.5x FY17 EBITDA(2) • JacTravel is a market leading European B2B travel business with c.10,000 directly contracted hotels and significant hotel
Slide 7: Transaction overview (cont'd)
Transaction overview (cont'd) For personal use only • Purchase price of £200 million (A$330 million(1)) Acquisition terms • Customary post completion adjustments • Combination of cash consideration and Webjet shares • c.A$29 million of new Webjet shares issued to vendors ⁻ c.A$9 million of new Webje
Slide 8: Overview of JacTravel
Overview of JacTravel For personal use only • Global B2B travel business operating two key divisions: TTV by source market(2) 1 FIT 92.5% TTV(1) B2B platform focusing on 8% multi-channel hotel Europe distribution . 8% 8% Americas 2 B2B platform focusing on Groups 7.5% TTV(1) group tours APAC • Opera
Slide 9: Strategic rationale for acquisition
Strategic rationale for acquisition The transaction will significantly accelerate Webjet's strategy to be a global B2B leader For personal use only JacTravel is one of the largest independent B2B platforms by TTV 1 • • A combination with Webjet enables the group to become the #2 B2B player globally(
Slide 10: One of the largest platforms by TTV
One of the largest platforms by TTV For personal use only JacTravel at a glance Creates the #2 B2B player globally(1) by TTV FY17PF(4) TTV (A$ million) c.17,000 c.10,000 1,400 Customers Directly contracted hotels(2) 1,200 657 1,139 1,000 c.170,000 c.1.3 million 800 Aggregated hotels(3) Bookings in F
Slide 11: Significant addition of directly contracted inventory
Significant addition of directly contracted inventory For personal use only Strong impact from combined directly contracted hotel portfolios 3,000 • JacTravel provides c.7,000 incremental directly contracted inventory to WebBeds 7,000 17,000 • Direct contracts are a key competitive driver in B2B – m
Slide 12: Broader exposure to Europe
Broader exposure to Europe For personal use only TTV by source market(1) Pro-forma 8% 21% 8% 34% 8% 7% 56% 6% 66% 5% 5% 76% TTV by destination market(1) Pro-forma 6% 12% 19% 7% 8% 17% 10% 57% 16% 64% 15% 70% Europe Americas APAC MEA (1) Based on the 12 months to 30 June 2017 per unaudited management
Slide 13: Opportunity to realise combination and integration benefits
Opportunity to realise combination and integration benefits For personal use only The JacTravel and TotalStay brands will remain independent within the broader Webjet Group Technology benefits Other combination benefits Industry leading technology, including a Drive revenue opportunities from pl
Slide 14: Revisiting the B2B market opportunity
Revisiting the B2B market opportunity For personal use only JacTravel significantly strengthens WebBeds' position, creating the #2 B2B player globally(1) and the #2 B2B player in the important European market(1) Europe Asia Middle East/Africa The Americas Market size $20 billion $18 billion $3 billi
Slide 15: Significantly enhances WebBeds' scale
Significantly enhances WebBeds' scale For personal use only Continues WebBeds' evolution B2B TTV (A$ million) 1,400 1,200 1,139 1,000 800 600 346 400 229 200 56 - - FY13 FY14 FY15 FY16 FY17 (1) • Started with LOH in Dubai as an • Acquired • LOH expands • Sunhotels signs organic start up, initially s
Slide 16: Illustrative financial impact
Illustrative financial impact For personal use only The acquisition will enhance and diversify Webjet's existing product offering TTV(1) Webjet FY17 Pro-forma FY17 25% B2B 44% B2B B2C 56% B2C 75% B2B TTV A$482 million A$1,139 million • Broader exposure to B2B • Expanded inventory offering with simil
Slide 17: Funding the acquisition
Funding the acquisition For personal use only Entitlement Offer Vendor Share Placement • Fully underwritten 1 for 6 accelerated non-renounceable • c.A$9 million share placement to continuing JacTravel Entitlement Offer to raise c.A$164 million Management shareholders(4) • Comprises Institutional Ent
Slide 18: Entitlement Offer timetable
Entitlement Offer timetable(1),(2) For personal use only Dates and times are subject to change without notice Date (2017) Trading halt and announcement of acquisition and Entitlement Offer Wednesday 2 August Institutional Entitlement Offer and Institutional Bookbuild opens Wednesday 2 August Institu
Slide 19: Growth expected to continue
Growth expected to continue For personal use only FY18-FY20 Bookings growth target As bookings are a key driver of growth, our aim is to continue to gain market share and grow more than the underlying market in each of our businesses: • 3 year B2C growth target – Bookings growth of more than 3 times
Slide 20: FY17 update
FY17 update For personal use only Webjet accounting treatment BDO accounting treatment FY17 FY17 FY17 Continuing FY17 Continuing • BDO approach results in Reported operations Reported operations the removal of A$11.0 A$ million(1) (unaudited)(2) (unaudited)(2) Adjustments (unaudited)(3) (unaudited)(
Slide 21: Accounting treatment—Thomas Cook agreement
Accounting treatment—Thomas Cook agreement For personal use only Update on accounting treatment of the Thomas Cook agreement • On 28 July 2017 Webjet notified the market of a disagreement with its auditor, BDO Audit (SA) Pty Ltd (BDO), on a technical accounting matter relating to its financial state
Slide 22: Appendix A: Additional financial information
For personal use only APPENDIX A ADDITIONAL FINANCIAL INFORMATION NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 23: JacTravel historic income statement
JacTravel historic income statement For personal use only £ million; June year end(1) Jun-16 Jun-17 TTV 341.5 398.2 Revenue 34.9 40.9 Expenses (18.5) (21.8) EBITDA 16.3 19.1 EBIT 14.4 16.9 (1) Based on unaudited 30 June financials constructed from JacTravel management accounts, adjusted by Webjet ma
Slide 24: Pro-forma balance sheet
Pro-forma balance sheet For personal use only Pro-forma Webjet Group Adjustments (BDO Webjet for acquisition Adjustments Pro-forma BDO accounting A$ million (30 June 2017) of JacTravel for JacTravel(1) Webjet Group adjustments(2) treatment) Cash 178.1 (45.3) - 132.8 - 132.8 Receivables and 154.9 - 7
Slide 25: Appendix B: JacTravel management
For personal use only APPENDIX B JACTRAVEL MANAGEMENT NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 26: JacTravel—key management
JacTravel—key management For personal use only Chief Executive Officer Chief Financial Officer Peter Clements Nick Williams • 17 years of industry • 25 years of industry experience experience • 17 years with JacTravel(1) • 2 years with JacTravel(1) Chief Commercial Officer Chief Operating Officer St
Slide 27: Appendix C: Glossary
For personal use only GLOSSARY APPENDIX C
Slide 28: Glossary of terms
Glossary of terms For personal use only A$ Australian dollar GBP / £ Pound Sterling AASB Australian Accounting IFRS International Financial Standards Board Reporting Standards JacTravel JacTravel Group (Holdings) AEST Australian Eastern Standard or JacTravel Group Limited time APAC Asia Pacific MEA
Slide 29: Appendix D: Key risks and selling restrictions
For personal use only APPENDIX D KEY RISKS AND SELLING RESTRICTIONS NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Slide 30: Key risks
Key risks 1. Operational risks For personal use only This section discusses some of the risks associated with an investment in Webjet. Market risk Webjet's business is subject to a number of risk factors both specific to its business Webjet is exposed to changes in consumer sentiment towards Webjet
Slide 31: Key risks (cont'd)
Key risks (cont'd) 1. Operational risks For personal use only Online booking market Supplier relationships Webjet and JacTravel are exposed to the significant influence of Google in both A key element of the business model of Webjet and JacTravel is the strength of the search results and as a key el
Slide 32: Key risks (cont'd)
Key risks (cont'd) 1. Operational risks 2. Acquisition risks For personal use only Hostilities, terrorism and other external events Funding risk Webjet may be adversely impacted by international hostilities or war, acts of The acquisition of JacTravel is subject to funding condition precedent, howev
Slide 33: Key risks (cont'd)
Key risks (cont'd) 2. Acquisition risks 3. General risks (cont'd) For personal use only Integration risk The acquisition of JacTravel involves the integration of JacTravel's business, which Economic Risks has previously operated independently to Webjet. As a result, there is a risk that Webjet is ex
Slide 34: Key risks (cont'd)
Key risks (cont'd) 3. General risks (cont'd) For personal use only Accounting treatment In August 2017, Webjet entered into an agreement with Thomas Cook pursuant to which it was appointed to be the preferred supplier for the majority of the volume of Thomas Cook's complementary travel business (Con
Slide 35: Foreign selling restrictions
Foreign selling restrictions For personal use only 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 Aust
Slide 36: Foreign selling restrictions
Foreign selling restrictions For personal use only Singapore This document and any other offering materials relating to the New Shares has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (“MAS”). Accordingly, this document or any other document or materia
Slide 37: Thank you
For personal use only THANK YOU NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES