Gwa Group Limited · ASX:GWA

Gwa — Merger or Acquisition (June 2012)

16 slides from Gwa's merger presentation, Jun 14, 2012

  1. Slide 1: For personal use only

    - GWA Group Limited : | | HHT] ait abt Cs

  2. Slide 2: Scheme Implementation Agreement to acquire Q Technology Group

    For personal use only Scheme Implementation Agreement to acquire Q Technology Group Presented by: Peter Crowley Managing Director 14 June 2012

  3. Slide 3: Agenda

    For personal use only Agenda 1. Overview of Offer 2. Overview of Q Technology Group Limited (QTG) 3. Benefits for QTG Shareholders 4. Overview of GWA Group Limited (GWA) 5. Strategic Rationale for Acquisition 6. Where does QTG fit into GWA Structure? 7. Summary

  4. Slide 4: Overview of Offer

    For personal use only Overview of Offer GWA has entered into a Scheme Implementation Agreement (SIA) with QTG. Key considerations are: ƒ GWA will acquire all outstanding shares in QTG ƒ QTG shareholders will receive 3.8 cents per share ƒ Offer price represents a 100% premium to QTG’s last closing pr

  5. Slide 5: Overview of QTG

    For personal use only Overview of QTG ƒ Melbourne based listed company ƒ Market capitalisation circa A$4 million with 196 million shares issued ƒ Group net sales circa A$50 million per annum ƒ Approximately 200 employees ƒ Comprises two operating entities, Q Video Systems and API Locksmiths

  6. Slide 6: Overview of QTG

    For personal use only Overview of QTG ƒ Q Video Systems – Importer and wholesale distributor of security surveillance monitoring equipment and alarms • Revenue circa $25 million • 40 employees • National footprint with 5 branches ƒ API Locksmiths – Supplier of safes, locks, alarms and locksmithing s

  7. Slide 7: Benefits for QTG Shareholders

    For personal use only Benefits for QTG Shareholders ƒ Receive a significant premium for QTG shares – 100% to last closing price and 78% to the 3 month VWAP ƒ 100% cash consideration ƒ QTG’s capital structure is not optimal, with high levels of debt that has resulted in past covenant breaches and has

  8. Slide 8: Offer premium relative to recent QTG trading prices

    Benefits for QTG Shareholders For personal use only Offer premium relative to recent QTG Trading Prices 0.0400 0.0350 0.0380 Premium % 0.0300 QTG Share Price (cents) 78% 0.0250 74% 130% 0.0214 100% 0.0219 0.0200 0.0165 0.0150 0.0190 0.0100 0.0050 0.0000 GWA Offer Price QTG Last Close QTG 1 Month VWA

  9. Slide 9: Overview of GWA

    For personal use only Overview of GWA Group Limited ƒ Brisbane based public company, listed 1993 ƒ Significant Australian & New Zealand footprint ƒ Market capitalisation circa A$600 million with 302 million shares issued ƒ Group net sales circa A$600 million per annum ƒ Approximately 13,000 sharehol

  10. Slide 10: Overview of GWA

    For personal use only Overview of GWA Group Limited One of Australia’s leading designers, manufacturers, importers and distributors of household and commercial building fixtures and fittings Major business units are: ƒ GWA Bathrooms & Kitchens – tapware, sanitaryware, kitchen & laundry ƒ GWA Door &

  11. Slide 11: Strategic Rationale for Acquisition

    For personal use only Strategic Rationale for Acquisition Acquisition of QTG is consistent with GWA’s Growth Strategy ƒ QTG and GWA Door & Access Systems can be leveraged to create value through: – Complementary technologies in door and access systems – Leveraging channel capabilities – Leveraging s

  12. Slide 12: Strategic Rationale for Acquisition

    For personal use only Strategic Rational for Acquisition QTG adds value to GWA by: ƒ Service capability of a national call centre 24/7 ƒ A foundation for non-residential sales growth ƒ Knowledge and experience in high end locks ƒ Knowledge of current and emerging electronic technologies GWA adds val

  13. Slide 13: Where does QTG fit into GWA Structure?

    Where does QTG fit into GWA Structure? For personal use only Innovative wet room products Heating & cooling technologies Access and security technologies and water control technologies for residential and commercial for residential and commercial for residential and commercial applications applicati

  14. Slide 14: Summary

    For personal use only Summary ƒ GWA has entered into a Scheme Implementation Agreement to acquire QTG ƒ QTG is a strategic and important acquisition for GWA ƒ GWA’s offer provides certainty of value at an attractive premium for QTG shareholders ƒ QTG’s Board unanimously recommend that shareholders v

  15. Slide 15: Investor and Media Contact

    For personal use only Investor and Media Contact ƒ Investor Contact Rick Stokes Peter Crowley CEO Managing Director Q Technology Group GWA Group Limited +61 3 9676 7052 +61 7 3109 6000 ƒ Media Contact Tim Allerton City PR + 61 2 9267 4511

  16. Slide 16: For personal use only

    - GWA Group Limited : | | HHT] ait abt (s

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