Amotiv Limited · ASX:AOV
Amotiv — Investor Presentation (November 2020)
40 slides from Amotiv's investor presentation, Nov 19, 2020
Slide 1: ASX cover letter for investor presentation
19 November 2020 Manager Company Announcements ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000 Dear Sir INVESTOR PRESENTATION FOR ACQUISITION OF ACAD DIVISION FROM AMA GROUP LIMITED Attached is a copy of an investor presentation in relation to the above acquisition. Approved for release by the
Slide 2: Acquisition of ACAD and equity raising
Acquisition of ACAD and equity raising GUD HOLDINGS 19 November 2020 LIMITED Graeme Whickman Martin Fraser Managing Director Chief Financial Officer 1
Slide 3: Important notices and disclaimer
Important notices and disclaimer GUD HOLDINGS LIMITED This investor presentation (‘Presentation’) is dated 19 November 2020 and has been prepared by GUD Holdings Limited (ACN 004 400 891) (‘GUD’ or the ‘Company’). By attending an investor presentation or briefing, or accepting, accessing or reviewin
Slide 4: Important notices and disclaimer (cont.)
Important notices and disclaimer (cont.) GUD HOLDINGS LIMITED Investment risk An investment in GUD shares is subject to known and unknown risks, some of which are beyond the control of GUD and its directors. GUD does not guarantee any particular rate of return or the performance of GUD nor does it g
Slide 5: Important notices and disclaimer (cont.)
Important notices and disclaimer (cont.) GUD HOLDINGS LIMITED Disclaimer Macquarie Capital (Australia) Limited ABN 79 123 199 548 is acting as lead manager and underwriter (‘Lead Manager’) to the Placement. A summary of the key terms of the underwriting agreement between GUD and the Lead Manager is
Slide 6: Table of contents
Table of contents GUD HOLDINGS LIMITED 1. Acquisition of ACAD 2. Trading update 3. Terms and funding A. Risks B. International offer restrictions C. Underwriting agreement summary 5
Slide 7: Executive summary
Executive summary GUD HOLDINGS LIMITED • GUD Holdings Ltd (‘GUD’) has agreed to acquire AMA Group’s Automotive Components and Accessories Division excluding FluidDrive (‘ACAD’) for an enterprise value of $70.0 million1 Transaction overview — For the avoidance of doubt, in addition to excluding Fluid
Slide 8: 1. Acquisition of ACAD
GUD HOLDINGS LIMITED 1. Acquisition of ACAD 7
Slide 9: ACAD overview
ACAD overview GUD HOLDINGS LIMITED Overview Product lines and brands • The ACAD1 business includes a portfolio of brands which Product lines Overview Brands manufacture and distribute the following automotive products: East Coast Bullbars Manufacturer of alloy bullbars in — Light and heavy vehicle a
Slide 10: Strategic rationale
Strategic rationale GUD HOLDINGS LIMITED • Expanded channels including OEMs, fleets, car dealerships and specialist independent 4WD resellers, enhancing customer base diversification Customer channel and • Entry into the fast-growing product category of 4WD accessories 1 product diversification • AC
Slide 11: Enhances GUD's diversification
1 Enhances GUD’s diversification GUD HOLDINGS LIMITED ACAD improves GUD’s customer and channel diversification, enhances 4WD-related product range and increases exposure to engine-agnostic vehicle segments Customer and channel diversification 4WD exposure and products Engine agnostic vehicle segment
Slide 12: Exposure to fast growing vehicle segments
2 Exposure to fast growing vehicle segments GUD HOLDINGS LIMITED ACAD’s product portfolio focused on the fastest growing vehicle segments SUVs & LCVs are the fastest growing vehicle segments1,2 3% 3% 3% 3% 3% 3% 3% 3% 4% 4% 4% 30% 25% 33% Segmentation of new vehicle sales 41% 38% 48% 45% 52% 50% 57%
Slide 13: Portfolio of market leading brands
3 Portfolio of market leading brands GUD HOLDINGS LIMITED ACAD comprises a portfolio of market leading brands, each market leaders within their respective categories, established over decades of trading Uneek 4x4 Off Road Automotive Electrical & 4WD Product line East Coast Bullbars CSM Service Bodie
Slide 14: Extensive operational footprint across ANZ
4 Extensive operational footprint across ANZ GUD HOLDINGS LIMITED Footprint consists of 10 principal locations1, with manufacturing, distribution and R&D capabilities Operational footprint Ormeau 4 manufacturing sites (denoted by *) Clontarf* Woodridge and BRISBANE Warwick* 4 distribution centres WA
Slide 15: Strong financial performance with upside potential
5 Strong financial performance with upside potential GUD HOLDINGS LIMITED ACAD FY20A performance ACAD’s financial profile ($m) • FY20A trading was partially impacted by restrictions associated with COVID- June year end Normalised, pro forma Pro forma FY21F5 19 (e.g. economic, mobility, reduced vehic
Slide 16: 2. Trading update
GUD HOLDINGS LIMITED 2. Trading update 15
Slide 17: Trading update
Trading update GUD HOLDINGS LIMITED First quarter trading (i.e. 3 months to September) • In late-October, GUD noted at its 2020 AGM that Group sales in the first quarter grew approximately 14% over the prior year1 — Automotive sales in the first quarter grew approximately 16% over the prior year — D
Slide 18: 3. Terms and funding
GUD HOLDINGS LIMITED 3. Terms and funding 17
Slide 19: Acquisition terms and funding
Acquisition terms and funding GUD HOLDINGS LIMITED Key acquisition terms • Expected purchase price of $70.0 million. After expected customary purchase price adjustments (e.g. make good, long service leave) and capex adjustments, GUD expects a cash acquisition payment of $65.5m. Purchase price • Pote
Slide 20: Offer details
Offer details GUD HOLDINGS LIMITED • Approximately $70 million Equity Raising, including Equity Raising size and structure — Fully underwritten Placement to raise approximately $55 million — Non-underwritten SPP to raise approximately $15 million1 • Fully underwritten Placement to raise approximatel
Slide 21: Indicative offer timetable
Indicative offer timetable GUD HOLDINGS LIMITED Event Date1 Record date for the SPP 7:00pm (Sydney time), Wednesday, 18 November 2020 Trading halt and announcement of Equity Raising Thursday, 19 November 2020 Placement bookbuild Thursday, 19 November 2020 Announcement of outcome of Placement Friday,
Slide 22: Pro forma financial information
Pro forma financial information GUD HOLDINGS LIMITED Pro forma balance sheet Commentary GUD FY20 year end Impact of Acquisition Pro forma balance As at 30 June 2020 FY20A reported dividend and Placement sheet Current assets • Pro forma balance sheet shows the impact of the transaction and the Placem
Slide 23: A. Risks
GUD HOLDINGS LIMITED A. Risks 22
Slide 24: A. Risks – Introduction and operational risks
A. Risks – Introduction and operational risks GUD HOLDINGS LIMITED Introduction GUD is subject to a variety of risk factors. Some of these are specific to its business activities, while others are of a more general nature. Individually, or in combination, these risk factors may affect the future ope
Slide 25: A. Risks – Operational risks
A. Risks – Operational risks GUD HOLDINGS LIMITED Operational risks (cont.) Reduction in consumer spending General levels of consumer sentiment and consumer spending in GUD’s regions of operation may impact operational and financial performance. Consumer spending and sentiment can, in turn, be influ
Slide 26: A. Risks – Operational risks
A. Risks – Operational risks GUD HOLDINGS LIMITED Operational risks (cont.) Reduced access to retail shelf space Product sales may be adversely impacted if the retail shelf space available to GUD to display its products in customers’ stores is reduced. Competition from other distributors The markets
Slide 27: A. Risks – Acquisition risks
A. Risks – Acquisition risks GUD HOLDINGS LIMITED Acquisition risks Completion risk Completion of the acquisition is conditional on GUD receiving the proceeds of the underwritten Placement and certain other conditions being finalisation of a pre-completion restructure, no material adverse change hav
Slide 28: A. Risks – Acquisition risks
A. Risks – Acquisition risks GUD HOLDINGS LIMITED Acquisition risks (cont.) Integration risk The acquisition involves the integration of the ACAD business, which has previously operated independently to GUD. GUD has identified, through its due diligence enquiries, that certain of ACAD’s systems and
Slide 29: A. Risks – General risks
A. Risks – General risks GUD HOLDINGS LIMITED General risks Economic factors Changes in the economic climate in which GUD operates may adversely impact its financial performance. The majority of GUD’s operations are located in, or service, the Australian and New Zealand markets. Changes in economic
Slide 30: A. Risks – General risks
A. Risks – General risks GUD HOLDINGS LIMITED General risks (cont.) Changes to government, monetary or fiscal policy or regulatory regimes Changes to key government policies or regulatory regimes affecting the businesses of GUD, including those in the area of industrial relations, may affect the ope
Slide 31: B. International offer restrictions
GUD HOLDINGS LIMITED B. International offer restrictions 30
Slide 32: B. International offer restrictions
B. International offer restrictions GUD HOLDINGS LIMITED This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any
Slide 33: B. International offer restrictions (cont.)
B. International offer restrictions (cont.) GUD HOLDINGS LIMITED New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand
Slide 34: B. International offer restrictions (cont.)
B. International offer restrictions (cont.) GUD HOLDINGS LIMITED Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any o
Slide 35: B. International offer restrictions (cont.)
B. International offer restrictions (cont.) GUD HOLDINGS LIMITED United Kingdom Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Finan
Slide 36: C. Underwriting agreement summary
GUD HOLDINGS LIMITED C. Underwriting agreement summary 35
Slide 37: C. Underwriting agreement summary
C. Underwriting agreement summary GUD HOLDINGS LIMITED Macquarie Capital (Australia) Limited (Lead Manager) is acting as sole bookrunner, lead manager and underwriter of the Placement. GUD has entered into an underwriting agreement with the Lead Manager in respect of the Placement (Underwriting Agre
Slide 38: C. Underwriting agreement summary
C. Underwriting agreement summary GUD HOLDINGS LIMITED • any party to the share purchase agreement in respect of the acquisition of ACAD does or becomes entitled to terminate the agreement or the agreement does not or becomes incapable of completing, or there is a breach of a representation or warra
Slide 39: C. Underwriting agreement summary
C. Underwriting agreement summary GUD HOLDINGS LIMITED • any adverse change, or development or event involving a prospective change, in the condition, financial or otherwise, or in the assets, liabilities, earnings, business, operations, management, profits, losses or prospects of GUD, or any member
Slide 40: C. Underwriting agreement summary
C. Underwriting agreement summary GUD HOLDINGS LIMITED • any of the following occurs: • a general moratorium on commercial banking activities in Australia, the United States or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material