Slide 1: Acquisition of Bereskin & Parr and equity raising
iphltd.com.au Acquisition of Bereskin & Parr and equity raising Investor Presentation 22 August 2024
Slide 2: Important notices and disclaimers
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 2 Important notices and disclaimers This investor presentation (Presentation) is dated 22 August 2024 and has been prepared by IPH Limited (ASX:IPH) (IPH or the Company). This Presentation has been prepared in relation to an equity capi
Slide 3: Important notices and disclaimers (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 3 Important notices and disclaimers (cont.) Information (cont.) Certain market and industry data used in this Presentation may have been obtained from research, diligence, surveys or studie s conducted by third parties, including indust
Slide 4: Important notices and disclaimers (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 4 Important notices and disclaimers (cont.) Future performance This Presentation contains certain “forward-looking statements”. The words “anticipate”, “believe”, “continue”, “expect”, “project”, “forecast”, “estimate”, “likely”, “inten
Slide 5: Important notices and disclaimers (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 5 Important notices and disclaimers (cont.) Not an offer This Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products. Determination of eligibility Investors ackno
Slide 6: Important notices and disclaimers (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 6 Important notices and disclaimers (cont.) Financial data All dollar values contained in this Presentation are in Australian dollars ($A, $ or dollars) unless otherwise stated. Totals may vary slightly due to rounding. Investors should
Slide 7: Important notices and disclaimers (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 7 Important notices and disclaimers (cont.) IPH and the underwriters (cont.) In the ordinary course of their various business activities, the Underwriters and members of each Underwriter Group may at any time purchase, sell or hold a br
Slide 8: Important notices and disclaimers (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 8 Important notices and disclaimers (cont.) Disclaimer (cont.) The Underwriters and the members of each Underwriter Group make no recommendations as to whether you or your related parties should participate in the Offer nor do they make
Slide 9: Contents
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 9 01 Transaction summary 10 02 Acquisition of Bereskin & Parr 12 Contents 03 04 Equity raising Key risks 17 21 05 Appendix A: Offer restrictions 32 06 Appendix B: Underwriting agreement 38
Slide 10: Transaction summary
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 10 Transaction summary
Slide 11: Transaction summary
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 11 Transaction summary Transaction details > IPH Limited (“IPH”) has entered into arrangements to acquire 100% of Bereskin & Parr LLP (“Bereskin & Parr”) for an enterprise value of CAD 82.5m (approximately AUD 90.2m)1 > The acquisition
Slide 12: Acquisition of Bereskin & Parr
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 12 Acquisition of Bereskin & Parr
Slide 13: Introduction to Bereskin & Parr
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 13 Introduction to Bereskin & Parr One of the largest and top-rated intellectual property law firms in Canada > Founded in 1965, Bereskin & Parr LLP is a full-service IP firm across patents, trademarks and IP litigation > Headquartered
Slide 14: Strategic rationale of the acquisition
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 14 Strategic rationale of the acquisition Highly complementary to Smart & Biggar with similar core competencies (full suite of IP services) and strong market reputation Addition of highly regarded professionals with high-quality client
Slide 15: IPH Canadian business and footprint
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 15 IPH Canadian business and footprint Canada is now the second largest operating segment for the group Continued growth in Canada EBITDA (AUDm)1,2,3,4 Based on announced acquisition business case, excluding synergies 12.4 77.7 14.0 9.4
Slide 16: Bereskin & Parr to be integrated into Smart & Biggar
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 16 Bereskin & Parr to be integrated into Smart & Biggar Overview of benefits Well established track record of successful execution on integration of integration > Bereskin & Parr, like Ridout & Maybee, will be integrated into Smart & Bi
Slide 17: Equity raising
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 17 Equity raising
Slide 18: Strong balance sheet and capital management
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 18 Strong balance sheet and capital management Financial impact and funding Sources and uses3 Earnings > Expected to be low single-digit underlying EPS accretive on a pro-forma FY24 basis Sources AUD m (including full run-rate synergies
Slide 19: Details of equity raising
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 19 Details of equity raising Offer structure > Fully underwritten institutional placement (“Placement”) of new fully paid ordinary shares to raise AUD 100m and size > 17.7m shares to be issued under the Placement representing ~7.1% of i
Slide 20: Equity raising timetable
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 20 Equity raising timetable Event Date Institutional placement Trading halt and announcement of the Offer Thursday, 22 August 2024 Institutional Placement opens Thursday, 22 August 2024 Institutional Placement closes Friday, 23 August 2
Slide 21: Key risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 21 Key risks
Slide 22: Key risks – acquisition risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 22 Key risks – acquisition risks This section summarises some of the key risks that may affect the future performance of an investment in IPH. This is not an exhaustive list of all risks that IPH and its investors may be exposed to. If
Slide 23: Key risks – acquisition risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 23 Key risks – acquisition risks Topic Description Acquisition may not • Completion of the acquisition of Bereskin & Parr is conditional on certain matters including: complete or be o Satisfactory number of employees entering into satis
Slide 24: Key risks – acquisition risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 24 Key risks – acquisition risks Topic Description Assumption of • Following completion of the acquisition, IPH will be responsible for any outstanding liabilities (other than certain specific ally excluded liabilities) that Bereskin &
Slide 25: Key risks – acquisition risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 25 Key risks – acquisition risks Topic Description Key personnel • Following completion of the acquisition, certain of Bereskin & Parr’s partners and senior management team will be employed by IPH. These personnel are an important part
Slide 26: Key risks – IPH and business risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 26 Key risks – IPH and business risks Topic Description Strategic planning • IPH conducts its operations in markets that continue to undergo significant changes with the development of corporatised serv ice providers. This provides IPH
Slide 27: Key risks – IPH and business risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 27 Key risks – IPH and business risks Topic Description Key management • IPH depends on the talent and experience of its personnel. The loss of any key personnel, or a significant number of personne l generally may have an adverse effec
Slide 28: Key risks – IPH and business risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 28 Key risks – IPH and business risks Topic Description Cyber security risk • The increasing reliance on technology in conducting the operations of IPH gives rise to the risk that IPH may be exposed to loss resulting from a cyber incide
Slide 29: Key risks – IPH and business risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 29 Key risks – IPH and business risks Topic Description Professional • The provision of patent and trade mark services and legal services by IPH gives rise to the risk of potential liability for n egligence or other similar client or th
Slide 30: Key risks – IPH and business risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 30 Key risks – IPH and business risks Topic Description Environmental, • Evolving community attitudes towards, and increasing regulation and disclosure in relation to environmental, social and gover nance (ESG) issues may impact the soc
Slide 31: Key risks – General investment risks
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 31 Key risks – General investment risks Topic Description Investment in • There are general risks associated with investments in equity capital such as IPH shares. The trading price of IPH shares may fluctuate with movements in equity s
Slide 32: Appendix A: Offer restrictions
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 32 Appendix A: Offer restrictions
Slide 33: International offer restrictions
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 33 International offer restrictions This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed t
Slide 34: International offer restrictions (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 34 International offer restrictions (cont.) Hong Kong WARNING: This document 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 h
Slide 35: International offer restrictions (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 35 International offer restrictions (cont.) Norway This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this docum
Slide 36: International offer restrictions (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 36 International offer restrictions (cont.) United Arab Emirates This document 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 pu
Slide 37: International offer restrictions (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 37 International offer restrictions (cont.) United States This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Th e New Shares have not been, and will not be, registe
Slide 38: Appendix B: Underwriting agreement
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 38 Appendix B: Underwriting agreement
Slide 39: Summary of underwriting agreement
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 39 Summary of underwriting agreement Macquarie Capital (Australia) Limited (ABN 79 123 199 548) (Macquarie) and Barrenjoey Markets Pty Limited (ACN 636 976 059) (Barrenjoey) (collectively Underwriters) will be acting as joint lead manag
Slide 40: Summary of underwriting agreement (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 40 Summary of underwriting agreement (cont.) KEY TERM DESCRIPTION Termination Events • any written materials that are presented or provided to Applicants or prospective Applicants, or any other documents issued o r published by or on be
Slide 41: Summary of underwriting agreement (cont.)
Acquisition of Bereskin & Parr and equity raising iphltd.com.au 41 Summary of underwriting agreement (cont.) KEY TERM DESCRIPTION Termination Events • there is an outbreak or a major escalation of hostilities (whether war is declared or not) involving any one or more of Australia, New Zealand, the U
Slide 42: Combined power, smarter working, enabling growth.
2024 Full Year Results Investor Presentation iphltd.com.au 42 Combined power, smarter working, enabling growth. Q&A
Slide 43: Thank you
2024 Full Year Results Investor Presentation iphltd.com.au 43 Thank you Combined power, smarter working, enabling growth.