Slide 1: Capital Raising and Business Update
Capital Rais ing and Bus ines s Update 16 April 2020
Slide 2: Important Notice and Disclaimer
Important Notice and Disclaimer NOT FOR DISTRIBUTION OR RE L E AS E IN THE UNITED STATE S . This presentation is dated 16 April 2020 and has been prepared and authorised by Bapcor Limited (ABN 80 153 199 912) (“Bapcor”) in connection with: • an institutional placement of new fully paid ordinary shar
Slide 3: Important Notice and Disclaimer
Important Notice and Disclaimer Bapcor's historical information in this presentation is, or is based upon, information that has been released to the Australian Securities Exchange ("AS X"). This Presentation should be read in conjunction with Bapcor's other periodic and continuous disclosure announc
Slide 4: Important Notice and Disclaimer
Important Notice and Disclaimer There can be no assurance that actual outcomes will not differ materially from these statements. A number of important factors could cause actual results or performance to differ materially from the forward- looking statements, including (without limitation) the risks
Slide 5: Important Notice and Disclaimer
Important Notice and Disclaimer FINANCIAL INFORMATION AND RE FE RE NCE S TO BAPCOR In this presentation, unless otherwise stated or the context requires otherwise, references to 'dollar amounts', '#039;, 'AUD' or 'A#039; are to Australian dollars. This Presentation includes certain historical financial in
Slide 6: Executive Summary
Executive Summary Bapcor is raising $180m through an underwritten institutional Placement to strengthen its balance sheet and increase funding flexibility. The raising will enable Bapcor to be well positioned to continue to execute against its 5 year strategy through the COVID-19 disruption and Equi
Slide 7: Group Trading Update and Impact of COVID-19
Group Trading Update and Impact of COVID-19 Key Points • Trading and operating results across January and February 2020 YTD Feb-20 Revenue ($M)1 March 2020 were in line with expectations. In March results were below (Jul-19 to Feb-20) expectations as the COVID-19 disruptions impacted Bapcor’s busine
Slide 8: Trading Performance by Segment
Trading Performance by Segment Trade1 – 43% of H1 FY20 EBITDA2 Specialist Wholesale1 – 28% of H1 FY20 E BITDA2 • Burson same store sales growth in January and February 2020 were in excess of • E xcluding the Commercial Vehicle Group, revenue for January and February 5%. Same store sales growth in Ma
Slide 9: Operational Levers in Response to COVID-19
Operational Levers in Response to COVID-19 Key Points • All stores in network reviewed on daily basis based on customer demand and trading conditions • Bapcor has moved swiftly to implement measures to ensure the safety of its employees and customers Store Closures • All stores/ branches in Australi
Slide 10: Bapcor's Business Fundamentals Remain Strong
Bapcor’s Business Fundamentals Remain Strong Asia-Pacific’s leading provider of vehicle parts, access ories, equipment, service and solutions Resilient Strategic Proven Track Strong Growth Market Leader Industry Operating Model Record Opportunities • Market leader - with scale of • 19 million regist
Slide 11: 5 Year Strategy / Targets
5 Year Strategy / Targets No Change to Targets – consistent, specific and measurable targets. Significant growth ahead with digital and own brand opportunities and bolt-on acquisition opportunities expected to emerge from COVID-19 disruptions NOT FOR DISTRIBUTION OR RE L E AS E IN THE UNITED STATE S
Slide 12: Pro Forma Capitalisation
Pro Forma Capitalisation Summary Pro Forma Balance Sheet • Proceeds of the capital raising will be used to 31 Dec 2019 Impact of 31 Dec 2019 $M (Statutory) Placement1 (Pro Forma) materially reduce Bapcor’s net debt position. Cash 43.0 +177.1 220.1 • Bapcor is seeking to maintain increased levels of
Slide 13: Offer Details
Offer Details • Fully underwritten A$180m institutional Placement and a non-underwritten SP P to raise up to $30m Offer size and • It is intended that eligible institutional shareholders who bid for up to their ‘pro-rata’ share of New Shares under the Placement will be allocated structure their full
Slide 14: Offer Details
Offer Details Event Date1 SPP record date 7:00pm (AEDT) on Wednesday, 15 April 2020 Trading halt and announcement of the Placement and SPP Thursday, 16 April 2020 Placement bookbuild Thursday, 16 April 2020 Announcement of the outcome of the Placement Friday, 17 April 2020 Trading halt lifted – trad
Slide 15: Appendix A: Risk Factors
Appendix A Risk Factors 15
Slide 16: Risk Factors
Risk Factors Introduction This section discusses some of the key risks associated with any investment in Bapcor together with the general risks and risks relating to the participation in the Placement and the SP P , which may affect the future operating and financial performance of Bapcor and the va
Slide 17: Risk Factors
Risk Factors Competition Ris k The Australian, New Zealand and Thailand automotive aftermarket parts and accessories distribution industry is competitive and Bapcor may face increased competition from existing competitors (including through downward price pressure), new competitors that enter the in
Slide 18: Risk Factors
Risk Factors Expans ion A key part of Bapcor’s growth strategy is to increase the size of its store networks, which it intends to achieve through store acquisitions, greenfield developments and other business acquisitions. As a result of COVID-19, this growth strategy will be delayed. In the future,
Slide 19: Risk Factors
Risk Factors Bus ines s Disruptions A disruption in the systems and processes utilised in Bapcor's business can affect part availability and result in delays in the delivery of parts to Bapcor's customers. Stock-outs and delays in delivery (including as a result of COVID-19) can have the short-term
Slide 20: Risk Factors
Risk Factors Brand Names May Diminish in Reputation and Value Brand names are crucial assets to the business of Bapcor and the success of Bapcor is heavily reliant on its reputation and branding. Unforeseen issues or events which place Bapcor's (or any of its brands) reputation at risk may impact on
Slide 21: Risk Factors
Risk Factors Changes to Accounting standards The Australian Accounting Standards are set by the Australian Accounting Standards Board (AAS B). Changes to accounting standards issued by AAS B could materially adversely affect the financial position and performance reported in Bapcor's financial state
Slide 22: Risk Factors
Risk Factors In particular, the events relating to COVID-19 have recently resulted in significant market falls and volatility in Australia, New Zealand and overseas, including in the prices of securities trading on the ASX. There is continued uncertainty as to the further impact of COVID-19 on the A
Slide 23: Appendix B: Foreign Selling Restrictions
Appendix B Foreign Selling Restrictions 23
Slide 24: Foreign Selling Restrictions
Foreign Selling Restrictions This presentation does not constitute an offer of New Shares of Bapcor in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australi
Slide 25: Foreign Selling Restrictions
Foreign Selling Restrictions Statutory rights of action for damages and rescission Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is de
Slide 26: Foreign Selling Restrictions
Foreign Selling Restrictions Hong Kong WARNING: This presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong
Slide 27: Foreign Selling Restrictions
Foreign Selling Restrictions Norway This presentation has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this presentation shall not be deemed to constitute an offer to the public in Norway within
Slide 28: Foreign Selling Restrictions
Foreign Selling Restrictions United Arab Emirates This presentation does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE . Neither this presentation nor the New Shares have been ap
Slide 29: Appendix C: Placement Agreement
Appendix C Placement Agreement 29
Slide 30: Placement Agreement
Placement Agreement Bapcor has entered into a placement agreement with the Underwriters of the Placement (Placement Agreement), pursuant to which the Underwriters have agreed to fully underwrite the Placement on the terms and conditions of the Placement Agreement. The obligations of the Underwriters
Slide 31: Placement Agreement
Placement Agreement • in the opinion of the Underwriters, a material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting: o the general affairs, business, operations, assets, liabilities, financial position or performance, profits,