Slide 1: Raging Thunder Acquisition and Entitlement Offer
Raging Thunder Acquisition and Entitlement Offer September 2016 LEAVE YOUR WORLD BEHIND 1
Slide 2: Disclaimer
Disclaimer Important Notice and Disclaimer: This presentation has been prepared by Skydive the Beach Group Limited ACN 167 320 470 ("SKB”) Summary information Financial data Investment risk This presentation contains summary information about SKB and its related Investors should be aware that certai
Slide 3: Agenda
AGENDA ① Acquisition Summary ② The Business – overview ③ The Business - financials ④ Transaction Funding and Impact ⑤ Timetable ⑥ Key Risks ⑦ Foreign Jurisdictions & Eligibility criteria LEAVE YOUR WORLD BEHIND 3
Slide 4: 1. Acquisition Summary
1. Acquisition Summary LEAVE YOUR WORLD BEHIND 4
Slide 5: Acquisition Summary
ACQUISITION SUMMARY SKB has entered into an agreement to acquire Raging Thunder Pty Ltd (“RT”) ¤ SKB to acquire RT, Cairns leading multi-discipline adventure tourism company ¤ 4 activities located in Australia’s largest adventure, leisure and travel destination, Cairns, Far North Transaction Queen
Slide 6: Acquisition Summary
ACQUISITION SUMMARY ¤ Transaction to be funded through cash Transaction Funding ¤ c.A$19.6m fully underwritten accelerated renounceable entitlement offer (ANREO) announced 28th September 2016 ¤ Anticipated to deliver significant value to SKB shareholders: Attractive Financial ¤ Proposed transact
Slide 7: Acquisition
ACQUISITION ü On 1 July 2016, SKB executed a MOU with Raging Thunder Pty Ltd (RT) which set out the proposed terms of a potential transaction between the parties ü Under the terms of the MOU, SKB will acquire all of the shares in the RT Group entities for a consideration of AUD$15.45m. The conside
Slide 8: 2. The business - overview
2. The business - overview LEAVE YOUR WORLD BEHIND 8
Slide 9: Overview of RT
OVERVIEW OF RT Key Facts Products ¤ Raging Thunder Pty Ltd (RT) was established in 1984 and was the first commercial white water rafting tour operator on the Tully River. Today, the RT Group operates a diversified tourism group compromising of four business units that specialise in adventure ecotou
Slide 10: Raging Thunder | White Water Rafting
RAGING THUNDER || WHITE WATER RAFTING LEAVE YOUR WORLD BEHIND 10
Slide 11: Raging Thunder | White Water Rafting
RAGING THUNDER || WHITE WATER RAFTING Tully River Rafting • The Tully River is located about 140 kilometres south of Cairns, in Northern Queensland. Customers are taken from Cairns by bus (a two hour trip) to the Tully River rafting experience. • RT holds a Commercial Activity Agreement with Queensl
Slide 12: Raging Thunder | Hot Air Ballooning
RAGING THUNDER || HOT AIR BALLOONING LEAVE YOUR WORLD BEHIND 12
Slide 13: Raging Thunder | Hot Air Ballooning
RAGING THUNDER || HOT AIR BALLOONING • Raging Thunder Balloon Adventures Pty Limited (RT Balloons) commenced operations in 1993 from the lower Atherton Tablelands and now operates from RT Groups premises in Mareeba, approximately an hours drive from Cairns. • Due to the prevailing weather and climat
Slide 14: Raging Thunder | Fitzroy Island Tours
RAGING THUNDER || FITZROY ISLAND TOURS LEAVE YOUR WORLD BEHIND 14
Slide 15: Raging Thunder | Fitzroy Island Tours
RAGING THUNDER || FITZROY ISLAND TOURS • Fitzroy Island Ferries Pty Limited (FIF) owns and operates one of two fast catamaran ferries (45 minute journey from Cairns) which provides day trips to Fitzroy Island on the Great Barrier Reef. • In addition to the ferry service, the RT Group (through FIF) a
Slide 16: Raging Thunder | Canyoning
RAGING THUNDER || CANYONING LEAVE YOUR WORLD BEHIND 16
Slide 17: Raging Thunder | Canyoning
RAGING THUNDER || CANYONING • The RT Group has recently established a canyoning operation on the Crystal Cascades section of Freshwater Creek, located around 25 minutes from the centre of Cairns. • The canyoning activity includes a series of rappels, cliff jumps, water slides, swims and a zip line.
Slide 18: 3. The business - Financials
3. The business - Financials LEAVE YOUR WORLD BEHIND 18
Slide 19: Financial Data – RT
FINANCIAL DATA – RT LEAVE YOUR WORLD BEHIND 19
Slide 20: 4. Transaction Funding and Impact
4. Transaction Funding and Impact LEAVE YOUR WORLD BEHIND 20
Slide 21: Transaction Funding
TRANSACTION FUNDING ¤ c.A$19.6m fully underwritten pro-rated 2 Use of funds: for 21 accelerated non-renounceable entitlement (ANREO) announced 30th ¤ Acquisition of RT business and payout of September 2016 existing loans for cash consideration of AUD $11.95m, acquisition of associated land and ¤
Slide 22: 5. Timetable
5. Timetable LEAVE YOUR WORLD BEHIND 22
Slide 23: Timetable
TIMETABLE Event Date Institutional Entitlement Offer opens Wednesday 28 September 2016 Institutional Offer results Friday 30 September 2016 Record date (for eligibility for the Retail Entitlement offer) Friday 30 September 2016 Retail offer booklet dispatched to Eligible Retail Shareholders Wednesda
Slide 24: 6. Key Risks
6. Key Risks LEAVE YOUR WORLD BEHIND 24
Slide 25: Key Risks
KEY RISKS Acquisition Specific Risks (risks specific to the transaction that is the purpose for raising capital pursuant to this Entitlement Offer) If the Acquisition completes, the SKB Group will offer new adventure tourism activities including the following: snorkeling, sea kayaking, boat touring,
Slide 26: Key Risks (cont)
KEY RISKS (CONT) The Acquisition is funded by this Entitlement Offer. The Underwriting Agreement in respect of the Entitlement Offer is subject to customary termination events. If the Underwriting Agreement were to be terminated, there is a risk that SKB may not raise sufficient funds from this Enti
Slide 27: Key Risks (cont)
KEY RISKS (CONT) SKB Specific Risks (risks specific to the SKB Group's business and the industry in which it operates) In the event that a Shareholder does not participate in the Retail Entitlement Offer at all, or to the maximum amount of its Entitlement, Dilution risk it is likely to see its share
Slide 28: Key Risks (cont)
KEY RISKS (CONT) The SKB Group contracts with third parties to provide certain goods and services including hangars, runways and some aircraft, and leases of all of its existing skydiving drop zone sites and some of the proposed locations for the activities conducted by the businesses Relationship t
Slide 29: Key Risks (cont)
KEY RISKS (CONT) The SKB Group's success is dependent upon the successful management and execution of its growth strategy. To manage this growth effectively, SKB will need to maintain efficient control and supervision of its operations and financial systems and continue to expand, train and manage i
Slide 30: Key Risks (cont)
KEY RISKS (CONT) The operation of the SKB Group's business involves hazards and risks that could result in the SKB Group incurring losses or liabilities that could arise from its operations. The SKB Group has, and intends to maintain, adequate insurance coverage in respect of these hazards and risks
Slide 31: Key Risks (cont)
KEY RISKS (CONT) Investment Specific Risks (general risks associated with an investment in SKB) Income and An investment in SKB is speculative in nature and the capital contributed, and the returns projected, are not guaranteed by SKB, its capital risk Directors, officers or any other person. The sp
Slide 32: Key Risks (cont)
KEY RISKS (CONT) Financial The operating results of the SKB Group may be difficult to predict and are subject to a number factors which change from time to time. performance There can be no guarantee that SKB will achieve its stated objectives or that any forward-looking statements will eventuate. T
Slide 33: 7. Foreign Jurisdictions & Eligibility Criteria
7. Foreign Jurisdictions & Eligibility Criteria LEAVE YOUR WORLD BEHIND 33
Slide 34: Foreign Jurisdictions & Restrictions on Eligibility
FOREIGN JURISDICTIONS & RESTRICTIONS ON ELIGIBILITY Eligible Retail Shareholders This Information contains an offer of New Shares to Eligible Retail Shareholders with a registered address on the SKB Share register in Australia or New Zealand and has been prepared in accordance with section 708AA of