Shine Justice Ltd. · ASX:SHJ
Shine Justice — Shine Corporate — Merger or Acquisition (June 2014)
20 slides from Shine Justice's merger presentation, Jun 12, 2014
Slide 1: Acquisitions and Entitlement Offer
For personal use only Acquisitions and Entitlement Offer Simon Morrison, Managing Director Craig Thompson, Chief Financial Officer Shine Corporate Limited 12 June 2014
Slide 2: Disclaimer
DISCLAIMER This presentation has been prepared by Shine Corporate Limited (“Shine”). Information in this presentation is of a general nature and does not For personal use only purport to be complete nor does it contain all of the information which would be required in a prospectus prepared in accord
Slide 3: Key Points
KEY POINTS For personal use only Acquisitions • Shine is acquiring two legal firms – Emanate Legal and Stephen Browne Personal Injury Lawyers • Both are strategically compelling and will be EPS accretive in FY151 • Total consideration of $27 million to $35.5 million (subject to $8.5 million in poten
Slide 4: Section – Overview of Acquisitions
For personal use only SECTION 1 – OVERVIEW OF ACQUISITIONS 4
Slide 5: Transaction Summary
TRANSACTION SUMMARY Strategically compelling acquisitions, earnings accretive For personal use only Acquisitions • Shine is acquiring Emanate Legal and Stephen Browne Personal Injury Lawyers for a total consistent with consideration of between $27 million and $35.5 million subject to earn-outs. The
Slide 6: Emanate Legal
EMANATE LEGAL EXPANDING EMERGING PRACTICE AREAS For personal use only Emanate Legal Indicative Revenue: PI to Emerging • Legal specialist in land owner access rights • A leading adviser to private landowners affected by mine, rail, port and gas developments • Offices in Townsville, Roma, and Brisban
Slide 7: Stephen Browne Personal Injury Lawyers
STEPHEN BROWNE PERSONAL INJURY LAWYERS EXPANDING IN WESTERN AUSTRALIA For personal use only Stephen Browne Personal Injury Lawyers Indicative Revenue: QLD PI to Other Revenue • Western Australian firm operating in similar legal practice areas as Shine’s personal injury businesses • Established in 19
Slide 8: Strategic Rationale
STRATEGIC RATIONALE Alignment with Shine’s Strategic Growth Plan For personal use only • Both acquisitions are consistent with Shine’s strategy to: ̶ continue focus on damages based plaintiff litigation ̶ widen its geographic footprint Total $27.0 million to $35.5 million ̶ grow the Emerging Practic
Slide 9: Acquisition Strategy
ACQUISITION STRATEGY For personal use only Acquisition Pipeline Year Acquisition State • Following the equity raising, Shine’s balance sheet will be 1978 Beirne & Noel QLD positioned for further acquisitions 1983 R P Beirne QLD • In particular, Shine is negotiating another acquisition for which a 19
Slide 10: Section – Financial Impact and Trading Update
For personal use only SECTION 2 – FINANCIAL IMPACT AND TRADING UPDATE 10
Slide 11: Earnings Impact and Trading Update
EARNINGS IMPACT AND TRADING UPDATE Impact of Acquisitions For personal use only • Acquisitions are expected to be immediately EPS accretive1 • EPS accretion is post acquisition costs but before synergies which are expected to be realised over time • Acquisitions will contribution to earnings from 1
Slide 12: Pro Forma Balance Sheet
PRO FORMA BALANCE SHEET For personal use only Flexible capital structure • Pro forma gearing changes from 11.6% to 3.4% post acquisitions and capital raising • Balance sheet capacity to fund deferred payments and earn outs • Flexibility to fund future acquisitions * Pro forma reflects the acquisitio
Slide 13: Section - Funding of Acquisitions
For personal use only SECTION 3 - FUNDING OF ACQUISITIONS 13
Slide 14: Entitlement Offer Details
ENTITLEMENT OFFER DETAILS Fully Underwritten Renounceable Entitlement Offer For personal use only Entitlement Offer Ratio 1 for 10 Amount To Be Raised $29.45 million Capital Structure Current Issued Capital 155,000,000 shares New Shares to be Issued 15,500,000 shares Shares to be Issued to Vendors 1
Slide 15: Acquisitions and Offer Timetable
ACQUISITIONS AND OFFER TIMETABLE For personal use only Announcement of Acquisition and Entitlement Offer 12 June 2014 Ex-date and Rights trading commences 16 June 2014 Record Date for Entitlement Offer 18 June 2014 Entitlement Offer opens and Offer Documents sent to Eligible Shareholders 19 June 201
Slide 16: Appendices
For personal use only APPENDICES 16
Slide 17: Risks and Mitigation
RISKS AND MITIGATION Acquisition risks For personal use only Failure to meet pre-acquisition estimates There is a risk that both of the Emanate Legal and Stephen Browne Personal Injury Lawyers (Acquired Firms) may not perform according to current expectations. This could be for a variety of reasons.
Slide 18: Risks and Mitigation
RISKS AND MITIGATION Specific risks to Shine (continued) For personal use only Regulatory environment Shine is subject to significant regulatory and legal oversight, in respect to both the conduct of individual legal practitioners employed by Shine and the areas of law in which Shine practises. Shin
Slide 19: Risks and Mitigation
RISKS AND MITIGATION Specific risks to Shine (continued) For personal use only Professional liability and uninsured risks The provision of legal advice by Shine gives rise to the risk of potential liability for negligence or other similar client claims. Any such claims may cause financial and reputa
Slide 20: Thank you
For personal use only Thank you Simon Morrison, Managing Director Craig Thompson, Chief Financial Officer Shine Corporate Limited