Vivopower Plc · NASDAQ:VIVO
Vivopower — VivoPower International — SPAC Merger (August 2016)
41 slides from Vivopower's SPAC merger presentation, Aug 11, 2016
Slide 1: VivoPower International PLC Investor Presentation
VIVOPOWER INTERNATIONAL PLC O vivorower | investor Presentation 11 August 2016
Slide 2: Disclaimer
DISCLAIMER Ovivopower.
Slide 3: Agenda
AGENDA @ Transaction Overview (2) Business and Industry Overview e Appendices Ovivovower.
Slide 4: Transaction Summary
TRANSACTION SUMMARY Transaction Overy Transaction Valuation O vivovower. Vivor. x International PLC (VivoPower) is entering into 2 b, iness combination with Arowana Inc. (ARWA) ARWIA is @ NASDAQ listed SPAC (Special Purpose Acquisition Compeny) vith US$84mn cash held in trust rered in Londen, VivoPo
Slide 5: Overview of Proposed IBC Transaction Structure
OVERVIEW OF PROPOSED IBC TRANSACTION STRUCTURE shares ‘A. VivoPower is proposing an initial business ay combination (IBC) with ARWA, under which it vill issue shares to ARWA in exchange for cash rrr omnia B. VivoPower has executed agreements to acquire VivoPower Australia, subject to the | closing o
Slide 6: Overview of VivoPower International PLC
OVERVIEW OF VIVOPOWER INTERNATIONAL PLC VivoPower is .that currently ..to establish and ..that will enable it a global next operates a Build, grow a PPA! backed generation solar Transfer, O solar power asset PowerCo 2.0 base in a capital mpany... efficient manner... VivoPower's revenue model is akin
Slide 7: Key Investment Merits
KEY INVESTMENT MERITS Recurring contracted O vivovower. confluence of dedining costs, political support in key markets and 2 groundswell of boardroom and community support for dean power will zecelerate the take-up of solar P, driv growth Business model, product and service of customers and across g
Slide 8: Key Investment Risks and Mitigants
KEY INVESTMENT RISKS AND MITIGANTS Risk Potenti ve been carefully considered and mitigated Emergence ofnew + Risk of new players taking customers away from VivoPower Power competitors witigant: the global soler addressable market is very large and growing rapidly (and able to accommodate new players
Slide 9: Key Investment Risks and Mitigants
KEY INVESTMENT RISKS AND MITIGANTS Risk Potential risks have been fully considered and mi Solar asset * Underperformance of assets could adversely impact power support service revenues & power generation revenues: Underperformance «_iigent: experienced team & rigorous investment commiktee processes
Slide 10: Transaction Valuation Overview
TRANSACTION VALUATION OVERVIEW 92% Shares outstanding (a) 17,036,254 Amount in trust per public share $10.20 zat Implied equity value 173,769,791 6.x Debt 13,100,000 Cash @ 10,289,013 Surplus assets 0 14,910,037 Enterprise value 161,670,741 (neues ston inpact ot EBC UFO a eercne ata $10.20 VoPone ma
Slide 11: Post IBC Group Structure & Ownership Overview
POST IBC GROUP STRUCTURE & OWNERSHIP OVERVIEW ARWA Public Holders (1, 40% ‘ARWA Insider Holders. 16% VivoPower Shareholders (2), 28% ARWA Public Holders (1), ARWA Inside” Holders, 1656 ng management equky compensation shares under zu by VivePaer Ce eigen ort hes es Utes Note: Excuses sito Sen @ Oviv
Slide 12: Agenda: Business and Industry Overview
AGENDA 6 Transaction Overview e Business and Industry Overview e Appendices Ovivovower.
Slide 13: VivoPower Has Offices and Personnel in Key Geographies
VIVOPOWER HAS OFFICES AND PERSONNEL IN KEY GEOGRAPHIES... P; ‘of VivoPower In PLC Headquarters London, UK ontin at London san Francisco a Bien vor Proposed listing NASDAQ! Dalss Employees 428 Avena Year End 31 March Sheehore FY17 Revenue® —_US$47.9m perth de Fyi7 EBT’ us$17.6m Sydney FY16 Total Asse
Slide 14: Focused on Selected Global Markets
..AND IS FOCUSSED ON SELECTED GLOBAL MARKETS . t Primary focus on OECD and ASEAN countries ... ... Where grid parity exists or will soon exist ... .. for CIG and selected utility scale solar systems Ovivovower.
Slide 15: VivoPower Is Building a Global Solar Power Platform
VIVOPOWER IS BUILDING A GLOBAL SOLAR POWER PLATFORM... Current revenue streams @ Future revenue streams Power support services Recurring asset montoring, performance maregement and production optimization under long ter contacts using next azneration solar analytics technology Energy efficiency & st
Slide 16: Delivers Value to Solar Developers & Asset Owners
.. THAT DELIVERS VALUE TO SOLAR DEVELOPERS & ASSET OWNERS ‘+ Pipeline quaficaton is ey skin Corder to identify what can be finance + Negotiating project rignts requires lation and corporate finance Renewable power project incing is complex [+ Project financing often not avaiable without along term P
Slide 17: VivoPower Sits in the Sweet Spot of the Industry Value Chain
VIVOPOWER SITS IN THE “SWEET SPOT” OF THE INDUSTRY VALUE CHAIN Utility 10 ional utilities; regulated and slow moving Green DevCo Development companies: high risk end lumpy revenues Yield companies / REITs; eM dependent on cepital markets ence Independent power producers; 2 significant merchant expos
Slide 18: VivoPower Has a Well Defined Growth Strategy
VIVOPOWER HAS A WELL DEFINED GROWTH STRATEGY... > shield Recurring power support services and asset optimization ‘and management revenue (which multiplies as installed solar power asset base grows)
Slide 19: Alignment with View on Disruption of the Energy Sector
..THAT ALIGNS WITH ITS VIEW ON DISRUPTION OF THE ENERGY SECTOR... Stage 4: Solar and stora: build out ‘+ Whats likely to happen? Solar hardware & EPC costs continue to fall sharply in line ith Swancor’s Law Unsubsidized colar cheaper than grid in more and more places Storage hardware expected to fol
Slide 20: Builds to an End Game of a CIG Focussed PowerCo 2.0
«AND BUILDS TO AN END GAME OF A CIG FOCUSSED POWERCO 2.0 CENTRALISED GENERATION & DISTRIBUTION DISTRIBUTED GENERATION (0G) o fe Hardware suppl Purpose si) (OEM margin Corerny P Soler Century Service supply Dey fee erg ‘Stage Innergex Enel Service supply Capital supply Dev fee margin EPC service marg
Slide 21: The Decline in the Solar Cost Curve Is Accelerating
THE DECLINE IN THE SOLAR COST CURVE IS ACCELERATING. Solar PV ..and battery storage costs are set to do the same S100” % 7 oy $0.65/W <x 1976 2014 Solar PV costs have dropped by @ factor of 154xsince the 1970s (while ol, coal, natural gas and nuclear have increased 35x, 6x, 15x and 10x: Source: Clea
Slide 22: Will Drive Strong Growth in Solar PV Penetration
«AND WILL DRIVE STRONG GROWTH IN SOLAR PV PENETRATION growing exponentially, “black energy” due to grid parity 2469 250 Increase of installed power by 2 factor of 15x within seven years 190.7 144s 1034 ane 72.4 435 50 es 24.8 | =n | | 2008 2009 2010 2011 2012 2013 2014 2015 Cumulative Capacity (GW)
Slide 23: Significant Disruption Is Still to Occur
SIGNIFICANT DISRUPTION IS STILL TO OCCUR Solar still only represent of global energy _.but we expect growing grid parity will continue to propel solar as a driver of new capacity ow ote aoe inde 10% | l Nuclear . —ai Solar Oil Other Nuclear Hydra Gas Coal Solar has yet to meaningfully capture market
Slide 24: Storage Will Amplify the Solar Value Proposition
STORAGE WILL AMPLIFY THE SOLAR VALUE PROPOSITION... Ustlity-seale battery cell prices are forecast to decline driving an increase in take-up and strong revenue growth significantly over the medium term... for the battery technology sector 800 14000 28000 700 680 14,000 soo 5000 eo 550,25 550550 35 —
Slide 25: Catalyse a New Distributed Generation Architecture
.« AND CATALYSE A NEW DISTRIBUTED GENERATION ARCHITECTURE... .riving a new distributed generation energy architecture New energy capacity (%) a 2016 2020 2024 2028 2032 2036 2040 x ae A x Foss Fuels. —Renevables ¥ saltile Ovivovower. @)
Slide 26: That Will Cannibalise the Incumbent Grid Ecosystem
.«« THAT WILL CANNIBALISE THE INCUMBENT GRID ECOSYSTEM Existing energy architecture is a century old and inefficient... dominated by high polluting fossil fuel generation t-pu~ fr COZ emissions from energy (tonnes millions) lett . 1985 1990 1995 2000 2005 2010 2014 uni Single fallin poinks can leave
Slide 27: Digitization of the Media Industry Has Been Hugely Disruptive
DIGITIZATION OF THE MEDIA INDUSTRY HAS BEEN HUGELY DISRUPTIVE Content and information in the media industry have become digitized into data Global Advertising Spend by Market Capitalisation of Select Media Select Mediums (US$m) Companies (US$m) a0 900 250000 88 2znnp00 19000 150000 1900 100900 0900
Slide 28: Digitization of the Power Industry Is Likely to Be Even More So
DIGITIZATION OF THE POWER INDUSTRY IS LIKELY TO BE EVEN MORE SO Just as with Content and Information, Power is likely to be digitized and become Data, paving the way for a Digital Utility jstributed Generation Smart grid ane Back-office automation Distributed Generator tgid Ree aero ere “Network eff
Slide 29: VivoPower Is Positioning to Lead in This New Energy World
VIVOPOWER IS POSITIONING TO LEAD IN THIS NEW ENERGY WORLD IG customers wall face an increasingly complex energy ecosystem especially in a DG world where power is digitized = Energy management will rot just be a "bottom line" exper bbut also a data management exercise, In sore cases a "top line reven
Slide 30: VivoPower Has Assembled a Highly Experienced Board
VIVOPOWER HAS ASSEMBLED A HIGHLY EXPERIENCED BOARD... eas a CEO, CFO ard COO inclucing leadership role in building a global enterprise software dusiness acquired by Or (Oba experience in the solar ind.sty through wi Holcings, Chairman and roles including Non cutive Charman of Solarcentury pital), an
Slide 31: And a Strong Leadership Team
..AND A STRONG LEADERSHIP TEAM ‘nisted Dual degreesin nance) and + Formerly CTO at + Founder of founded Principal soli Inst tute Ovivovover:
Slide 32: VivoPower Generates Upfront & Recurring Revenues
VIVOPOWER GENERATES UPFRONT & RECURRING REVENUES... Solar Systems BTO Sales Upfront revenues derived from the BTO (build, transfer and operate) model encompassing financing, structuring, advisory, engineering, equipment procurement and project management for developers and asset owners Recurring rev
Slide 33: With a Growing Recurring FCF Profile
«WITH A GROWING RECURRING FCF PROFILE VivoPo} it source Parallels between VivoPower and the Enterprise & Application Software sectors ‘© Recurring revenue generated by: = Power Support Services = Power Generation Sticky installed customer base Growing long-term recurring / contracted income stream =
Slide 34: VivoPower's Growth Outlook Is Strong
VIVOPOWER'S GROWTH OUTLOOK IS STRONG... Forecast Pro Form. Revenue CAGR: 20% EBIT CAGR: 23% 26.4 2017 2018 2019 2017 2018 2019 VivoPower has already contracted a significant amount of its forecast revenue for FY17
Slide 35: Underpinned by a Visible Global Pipeline of Opportunities
.-UNDERPINNED BY A VISIBLE GLOBAL PIPELINE OF OPPORTUNITIES Pipeline overview (GW) and project type (%) 12.5GW Leads mViilty Forecast MW executed by year Estimated pipeline conversion rate required to achieve forecast : abl re projects in ualiid leads (tage 1 Pipe VivoPower's financial forecasts are
Slide 36: Agenda: Appendices
AGENDA 6 Transaction Overview @ Business and industry Overview © Appendices Ovivovower.
Slide 37: VivoPower: Pro Forma Historic & Forecast Statement of Income
VIVOPOWER: PRO FORMA HISTORIC & FORECAST STATEMENT OF INCOME Enotve ents eres ao ottawa er operas (acy 5572) 04 Toblepenies tay) sa) owen a Be moa a 0a ‘Gowen 2k 29% oan oa 93 gs) ro TCS Gowen BK aK Mesh um TR HIN Nevers oo pa on os bere seeperse os an sa, Unset NPAT 251637 devo te ey en on) Prot To
Slide 38: VivoPower: Pro Forma FY16 Statement of Financial Position
VIVOPOWER: PRO FORMA FY16 STATEMENT OF FINANCIAL POSITION
Slide 39: Peer Trading Multiples
PEER TRADING MULTIPLES efficient business model + VivoPower is a unique business with few public or private peers, given its cay + Nevertheless, there are a small number of listed companies of comparable size, operating in similar markets and with similar business models globally - with the most rel
Slide 40: Reconciliation of Earnings Metrics to IFRS Financial Measures
RECONCILIATION OF EARNINGS METRICS TO IFRS FINANCIAL MEASURES
Slide 41: Slide 41