Slide 1: Acquisition of BigAir Group Limited and equity raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only Acquisition of BigAir Group Limited and equity raising 13 September 2016
Slide 2: Important Information
Not an Offer IMPORTANT INFORMATION This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)) or any other law. This Presentation is for information purp
Slide 3: Important Information (cont.)
Effect of rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are IMPORTANT INFORMATION (cont.) subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Pres
Slide 4: Executive Chairman quote on BigAir acquisition
For personal use only The acquisition of BigAir will allow us to leverage our fibre network plus provide us with new wireless capabilities to deliver low cost gigabit connectivity. - Executive Chairman, Bevan Slattery
Slide 5: Agenda
AGENDA For personal use only 01 02 03 Transaction Overview Strategic Rationale Overview of BigAir Appendices 04 05 Key Risks Financial Impact and Details of the Equity Raising Foreign Selling Outlook Restrictions 5
Slide 6: Transaction Overview
For personal use only 01 Transaction Overview
Slide 7: Summary of the Transaction
SUMMARY OF THE TRANSACTION Superloop to acquire ASX-listed BigAir Group Limited (ASX:BGL) by way of recommended scheme of arrangement For personal use only − Superloop to acquire 100% of the share capital of BigAir, offering: 0.371 Superloop shares for each BigAir share held (All Scrip); or A ca
Slide 8: Summary of the Transaction (cont.)
SUMMARY OF THE TRANSACTION (CONT.) Superloop to acquire ASX-listed BigAir Group Limited (ASX:BGL) by way of recommended scheme of arrangement For personal use only − The directors of BigAir have unanimously recommended that BigAir shareholders vote in favour of the scheme, in favour Board of the sch
Slide 9: Strategic Rationale
For personal use only 02 Strategic Rationale
Slide 10: About BigAir
STRATEGIC RATIONALE About BigAir For personal use only OVERVIEW BigAir owns and operates one of Australia's largest metropolitan fixed wireless broadband network and provides cloud and managed services solutions to mid-sized corporates − Founded in 2002 by Jason FIXED WIRELESS CLOUD AND CAMPUS SOLUT
Slide 11: Strategic Rationale (cont.)
STRATEGIC RATIONALE (cont.) For personal use only 1 Superloop 2 BigAir 3 Managed Services The acquisition fundamentally enhances Benefits to the existing BigAir business Repositioning BigAir’s managed services the opportunity for Superloop’s fibre from the acquisition by Superloop business business
Slide 12: Accelerate rollout of fibre across Australia
STRATEGIC RATIONALE (cont.) The acquisition fundamentally enhances the opportunity for Superloop’s fibre business, allowing it to accelerate the rollout of fibre across Australia For personal use only — The BigAir base station backhaul network can be “swapped out” with Superloop fibre in high- value
Slide 13: Hyper-scale BigAir wireless and fibre extender capability
STRATEGIC RATIONALE (cont.) Superloop will hyper-scale BigAir’s wireless and “fibre extender” capability, and by leveraging Superloop fibre will build a low-cost access alternative for Gigabit+ speeds For personal use only 10Gbps FIBRE OPTIC — BigAir “fibre extender” millimetre wireless solution for
Slide 14: Reposition BigAir's managed services business
STRATEGIC RATIONALE (cont.) Superloop will functionally separate, rebrand and reposition BigAir’s current managed services business For personal use only — The BigAir managed service offerings will be restructured and rebranded to create a fully integrated and focused managed service provider busine
Slide 15: Synergies
SYNERGIES Estimated to deliver ~$4 million of annual cost synergies For personal use only Corporate overhead Network capabilities $2 - 3m $1 - 2m FURTHER OPPORTUNITIES Rationalisation and public company costs Expected to be realised over first 24 months Expected to be realised over first 12 months C
Slide 16: Overview of BigAir
For personal use only 03 Overview of BigAir
Slide 17: BigAir Snapshot
BigAir SNAPSHOT For personal use only Managed Networks Includes national MPLS Business Internet network, Infrastructure Cloud Services Solutions IP Telephony unrivalled fixed wireless Infrastructure footprint, DaaS, IaaS, WaaS hosted PBX Network Cloud & Managed Campus and Private Services IT Consult
Slide 18: Established Track Record of Growth
ESTABLISHED TRACK RECORD OF GROWTH For personal use only BigAir has demonstrated a strong track record of growth across all key financials Proven ability to unlock value through business combinations SALES REVENUE ($M) UNDERLYING EBITDA ($M)1 UNDERLYING NPAT ($M)1 39% 33% 35% 5 year 5 year 5 year CA
Slide 19: Segment Overview: Fixed Wireless
Cloud Managed Services SEGMENT OVERVIEW: FIXED WIRELESS 29% FY16 EBITDA1 Campus Fixed Solutions Wireless 10% 61% For personal use only OVERVIEW SEGMENT REVENUE (A$M) CUSTOMER MIX (FY16 REVENUE) One of Australia’s largest carrier-grade fixed wireless networks with extensive metropolitan and regional
Slide 20: Segment Overview: Cloud Managed Services
Cloud Managed Services SEGMENT OVERVIEW: CLOUD MANAGED SERVICES 29% FY16 EBITDA1 Campus Fixed Solutions Wireless 10% 61% For personal use only OVERVIEW SEGMENT REVENUE (A$M) CUSTOMER MIX (FY16 REVENUE) BigAir has developed a comprehensive cloud and managed 42.0 service offering for medium enterprise
Slide 21: Segment Overview: Campus Solutions
Cloud Managed Services SEGMENT OVERVIEW: CAMPUS SOLUTIONS 29% FY16 EBITDA1 Campus Fixed Solutions Wireless 10% 61% For personal use only OVERVIEW SEGMENT REVENUE (A$M) Fully-managed campus Ethernet and WiFi network solutions Managed WiFi to delivered into various sectors: 13.5 − Education, 9.0 10.7
Slide 22: Financial impact and outlook
For personal use only 04 Financial impact and outlook
Slide 23: Summary Financial Impact
SUMMARY FINANCIAL IMPACT For personal use only Improved scale and ● Proforma combined FY16 revenue of $86 million diversity of revenues ● Diverse customer base from wholesale, enterprise, SMEs, to students Significantly accretive to ● Pro forma EPS for the year ended 30 June 2016 increases from (6.8
Slide 24: Pro Forma Historical Earnings Per Share
PRO FORMA HISTORICAL EARNINGS PER SHARE The proposed transaction is significantly accretive to Superloop earnings per share: For personal use only Pro forma Pro forma Superloop Debt Pro forma Year ended 30 June 2016 Superloop BigAir Merger2 cost synergies (with cost Placement1 Refinancing3 MergeCo (
Slide 25: Pro Forma Balance Sheet
PRO FORMA BALANCE SHEET Acquisition Acquisition (30 June 2016, $m) Superloop1 BigAir2 Pro Forma Superloop1 BigAir2 Pro Forma Adjustments3 Adjustments3 For personal use only ASSETS LIABILITIES CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents 58.7 2.1 4.2 65.0 Trade and other payables 6.9
Slide 26: Superloop Update Since July 2016
SUPERLOOP UPDATE For personal use only SINCE 1 JULY, 2016 Network capabilities Infrastructure Significant cash reserves on hand, ensuring sufficient funds Progressed expansion of access networks with additional for currently planned projects commercial buildings added to network in Singapore Continu
Slide 27: Details of the equity raising
For personal use only 05 Details of the equity raising
Slide 28: Cash Sources and Uses
CASH SOURCES AND USES The cash portion of the acquisition consideration is to be funded by: For personal use only $65 million placement $75 million debt facility The sources and uses of cash below assume the maximum cash consideration of $95 million is payable to BigAir shareholders. To the extent t
Slide 29: Details of the Equity Raising
DETAILS OF THE EQUITY RAISING For personal use only OFFER STRUCTURE ● Fully underwritten institutional placement to raise approximately $65 million AND SIZE ● Approximately 21.7 million new shares to be issued (equivalent to approximately 16.5% of existing shares on issue) ● Placement will be conduc
Slide 30: Indicative Timetable
INDICATIVE TIMETABLE EVENT DATE For personal use only Bookbuild for Placement conducted After market, Tuesday, 13 September 2016 Announcement of completion of Placement Wednesday, 15 September 2016 Settlement of new shares issued under the Placement Friday, 16 September 2016 Issue and commencement o
Slide 31: Key Risks
For personal use only A Key Risks
Slide 32: Key Risks
KEY RISKS Investors should carefully consider the risk factors described below, in addition RELATIONSHIPS WITH KEY INTELLECTUAL PROPERTY LICENSORS & TECHNOLOGY to the other information in this document and publicly available information of Superloop uses intellectual property and technology develope
Slide 33: Risks Relating to Superloop
RISKS RELATING TO SUPERLOOP SERVICING DEBT DECLINE IN DEMAND AND OVERSUPPLY (CONT.) Superloop’s ability to service its debt and other obligations will A decline in or lack of customer demand, or an oversupply of fibre optic LIMITED TRACK RECORD depend on its future performance and cash flows which,
Slide 34: Risks Relating to Superloop (cont.)
RISKS RELATING TO SUPERLOOP The scheme implementation deed in respect of the Acquisition may also CHANGE IN RISK AND INVESTMENT PROFILE DIMINUTION OF CUSTOMER SATISFACTION AND LOYALTY be terminated if either the Buyer, BigAir or their group members become After implementation of the Scheme, Superloo
Slide 35: Key Risks Relating to the Acquisition
KEY RISKS RELATING TO THE ACQUISITION ACCESS ARRANGEMENTS BigAir has certain statutory access rights to facilities to establish new CHANGE OF CONTROL RISK (CONT.) BigAir ACQUISITION LIABILITY RISKS networks. Other access must be negotiated with facilities owners. There is a risk that a counterparty
Slide 36: Risks Relating to the Equity Raising and General Risks
RISKS RELATING TO THE EQUITY RAISING GENERAL RISKS BRIBERY, CORRUPTION AND OTHER IMPROPER ACTS RISKS ASSOCIATED WITH AN INVESTMENT IN SHARES INVESTMENT RISKS Superloop may incur fines or penalties, damage to its reputation or suffer There are general risks associated with investments in equity capit
Slide 37: Foreign selling restrictions
For personal use only B Foreign selling restrictions
Slide 38: Foreign Selling Restrictions
FOREIGN SELLING RESTRICTIONS New Zealand This document has not been registered, filed with or approved by any New For personal use only Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The New Shares are not being offered or sold in New Zealand
Slide 39: For personal use only
For personal use only