EBOS announces a ~NZ$150 million equity raising
EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia. PO Box 7300, Melbourne, Victoria 3004, Australia.
Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.
www.ebos.co.nz
Not for release or distribution in the United States
30 April 2019
NZX/ASX Code: EBO
EBOS announces a ~NZ$150 million equity raising to
provide further capacity for growth
EBOS Group Limited ("EBOS") is pleased to announce that it is conducting a fully underwritten,
approximately NZ$150 million Placement (the "Placement") to provide further capacity for
growth. Proceeds from the Placement will initially be used to pay down bank debt and reduce
gearing, before being used for strategic acquisitions, organic growth initiatives and general
corporate purposes as they arise.
Strategic rationale and use of proceeds
EBOS continues to focus on delivering shareholder value through disciplined investments in a
diverse portfolio of health and animal care related activities. Over the last 12 months, EBOS
has generated significant business momentum, including:
Executing an agreement with Chemist Warehouse Group (CWG) for the exclusive
wholesale distribution of pharmaceutical products to more than 450 CWG stores
throughout Australia
Moving to 100% ownership of the Terry White Group
Expanding our presence in the Australian medical and surgical supplies wholesale
market with the acquisition of Warner & Webster
Completing the smaller strategic acquisitions of Therapon and Quitnits
EBOS continues to believe that these initiatives will deliver a strong return on capital
employed (ROCE) for all shareholders.
Following the Placement, EBOS' pro-forma Net Debt / EBITDA as at 31 December, 2018, will
decrease to approximately 1.60x (from 2.16x).
1
With a reduced level of gearing following the Placement, EBOS will have greater flexibility to
pursue strategic acquisitions and organic growth initiatives.
1
Proforma Net Debt : EBITDA ratio is calculated as the net debt at period end to the last 12 months EBITDA, adjusting for pre-
acquisition earnings of acquisitions for the period and excluding one-off items
2
EBOS track record of acquisitions
EBOS has a long history of successfully acquiring high quality businesses which have delivered
attractive levels of growth, such as Black Hawk, Red Seal and HPS. EBOS has completed 20
deals since 2000 and has invested over A$600 million in acquisitions and capital expenditure
since FY14.
EBOS Chief Executive Officer, John Cullity, said that EBOS currently has an attractive pipeline
of potential acquisitions.
"Our diversified platform and track record of delivering accretive acquisitions to our
shareholders has made acquisitions core to EBOS' growth strategy. EBOS is assessing several
acquisition targets within our core segments that will add greater diversification to the Group
and provide synergies through the use of EBOS' existing network and capabilities."
In assessing these potential acquisitions, EBOS will continue to apply the same financial
discipline that it has done with prior successful acquisitions, targeting a ROCE in excess of 15%.
Placement overview
The Placement will comprise the issue of approximately 7.7 million new ordinary shares at an
issue price of NZ$19.70 per share to institutional investors in Australia, New Zealand and
selected jurisdictions
2
to raise approximately NZ$150 million.
The issue price of NZ$19.70 per share represents an 8.0% discount to the closing price on NZX
of NZ$21.42 on Monday 29 April, 2019. The Placement is fully underwritten by UBS New
Zealand Limited, who is acting as Sole Lead Manager and Underwriter for the Placement. The
new EBOS shares to be issued under the Placement will rank equally with existing EBOS shares.
Timetable
Key dates in relation to the Placement are as follows:
2
The investor presentation released to the NZX and ASX today includes the list of offer jurisdictions
Event Date
Trading halt on NZX and ASX 30 April 2019
Placement completion announcement lodged with NZX /
ASX and EBOS recommences trading on NZX and ASX
1 May 2019
ASX Settlement 3 May 2019
NZX Settlement 6 May 2019
Allotment and trading of Placement Shares 6 May 2019
3
Further details
Further details of the Placement are set out in the Investor Presentation lodged with the NZX
and ASX today. The Investor Presentation contains important information including key risks
and international offer restrictions with respect to the Placement.
For further information, please contact:
Media:
New Zealand
Geoff Senescall, Senescall Akers
+64 21 481 234
Investor Relations:
Mark Connell
Investor Relations Manager, EBOS Group Ltd
+61 402 995 519
Australia
James Aanensen, PRX
+61 410 518 590
About EBOS Group
EBOS Group Limited is the largest and most diversified Australasian marketer, wholesaler and
distributor of healthcare, medical and pharmaceutical products. It is also a leading marketer
and distributor of recognised consumer products and animal care brands.
Important Notice
Nothing contained in this announcement constitutes investment, legal, tax or other advice.
You should make your own assessment and take independent professional advice in relation
to the information and any action on the basis of the information.
Not for distribution or release in the United States
This announcement may not be released to US wire services or distributed in the United
States.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy,
any securities in the United States or any other jurisdiction in which such an offer would be
illegal. The new shares of EBOS have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any
state or other jurisdiction of the United States. Accordingly, the new shares may not be
offered or sold, directly or indirectly, to persons in the United States except in a transaction
exempt from, or not subject to, the registration requirements of the U.S. Securities Act and
applicable securities laws of any state or other jurisdiction of the United States.
---
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EQUITY CAPITAL
RAISING
30 April 2019
NOT FOR RELEASE TO US WIRE SERVICES OR
DISTRIBUTION IN THE UNITED STATES
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
2
IMPORTANT NOTICE AND DISCLAIMER
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or
any information contained in this Presentation. By accepting this presentation you represent and warrant that you are entitled to receive the Presentation in accordance with the above restrictions and
agree to be bound by the limitations contained herein.
This Presentation has been prepared by EBOS Group Limited (EBOS orthe Company). This Presentation has been prepared in relation to an equity raising by EBOS comprising a placement of new fully-paid
ordinary shares in EBOS (New Shares) to institutional investors (the Placement).
Summary information
This Presentation contains summary information about EBOS and its activities which is current only as at the date of this Presentation. The information in this Presentation is of a general nature and does
not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in EBOS or that would be required to be included in a
prospectus or product disclosure statement prepared in accordance with the requirements of the New Zealand Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001.
EBOS's historical information in this Presentation is, or is based upon, information that has been released to the NZX Main Board operated by NZX Limited (NZX) and the Australian Securities Exchange
(ASX). This Presentation should be read in conjunction with EBOS's other periodic and continuous disclosure announcements lodged with theNZX and ASX, which are available at www.nzx.comand
www.asx.com.au.
Not an offer
This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand, Australian law (and will not be lodged with the New Zealand Companies Office or the
Australian Securities and Investments Commission (ASIC)) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale
in any jurisdiction.
The release, publication or distribution of this Presentation (including an electronic copy) outside New Zealand or Australiamay be restricted by law. If you come into possession of this Presentation, you
should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to the 'International
offer restrictions' section in the Appendix of this Presentation for more information.
Not for release to US wire services or distribution in the United States of America
This Presentation may not be released or distributed in the United States.
This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New
Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S Securities Act) or the securities laws of any state or other jurisdiction of the United States.
Accordingly, the new shares may not be offered or sold, directly or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S.
Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
Not investment advice
This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation by EBOS or its advisers to acquire New Shares and does not and
will not form any part of any contract for the acquisition of New Shares. Each recipient of this Presentation should make itsown enquiries and investigations regarding all information in this Presentation
including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of EBOS and theimpact that different future outcomes may have on EBOS.
This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situationor particular needs. Before making an investment decision, prospective
investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate
to their jurisdiction. EBOS is not licensed to provide financial product advice in respect of EBOS shares.
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3
IMPORTANT NOTICE AND DISCLAIMER
Future performance
Certain statements made in this Presentation are forward-looking statements. These forward-looking statements are not historical facts but rather are based on EBOS' current expectations, estimates and
projections about the industry in which it operates, and beliefs and assumptions. Forward looking statements can generally beidentified by the use of forward looking words such as “anticipate“,
“believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “plan“ and other similar expressions within the meaning of securities laws of applicable
jurisdictions, and include statements regarding outcome and effects of the equity raising. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are
also forward looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors,some of which are beyond the
EBOS' control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. EBOS cautions shareholders and prospective
shareholders not to place undue reliance on these forward-looking statements, which reflect EBOS's views only as of the date of this release. There can be no assurance that actual outcomes will not differ
materially from these forward-looking statements.
The forward-looking statements made in this release relate only to events as of the date on which the statements are made. EBOS will not undertake any obligation to release publicly any revisions or
updates to these forward looking statements to reflect events, circumstances or unanticipated events occurring after the dateofthis release except as required by law or by any appropriate regulatory
authority.
Investment risk
An investment in EBOS shares is subject to known and unknown risks, some of which are beyond the control of EBOS. EBOS does not guarantee any particular rate of return or the performance of EBOS.
Investors should have regard to the risk factors outlined in this Presentation, including the 'Key Risks' in the Appendix when making their investment decision.
Financial data
All currency amounts are in Australian dollars unless stated otherwise.
Investors should be aware that certain financial measures included in this presentation are ‘non-GAAP financial information’ under the Financial Market Authority's guidance note and ‘non-IFRS financial
information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also 'non-GAAP financial measures' within the meaning of Regulation G under the U.S.
Securities Exchange Act of 1934, as amended, and are not recognised under NZIFRS and IFRS. The non-IFRS financial information/non-GAAP financial measures include EBITDA, ROCE, Net Debt and
Shareholder return. EBOS believes the non-IFRS financial information/non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of EBOS. The
non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by NZIFRS and IFRS. Therefore, the non-IFRS financial information is not a measure of financial
performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial
measures determined in accordance with NZIFRS or IFRS. Investors are cautioned, therefore, not to place undue reliance on anynon-IFRS financial information/non-GAAP financial measures included in
this Presentation.
Effect of rounding
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject tothe effect of rounding. Accordingly, the actual calculation of these figures may
differ from the figures set out in this Presentation.
Past performance
Investors should note that past performance, including past share price performance of EBOS and pro forma historical informationin this Presentation, is given for illustrative purposes only and cannot be
relied upon as an indicator of (and provides no guidance as to) future EBOS performance including future share price performance. The pro forma historical information is not represented as being
indicative of EBOS's views on its future financial condition and/or performance.
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4
IMPORTANT NOTICE AND DISCLAIMER
Disclaimer
None of the underwriter, nor its or EBOS‘ respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employeesand agents have authorised, permitted or
caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, and except to the extent referred to in this Presentation, none of them makes or purports to make
any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.
To the maximum extent permitted by law, EBOS, the underwriter and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim
all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as aresult of your participation in or failure to participate in the Placement and the
information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.
To the maximum extent permitted by law, EBOS, the underwriter and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no
representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in thisPresentation and, with regards to the underwriter, its advisers, affiliates,
related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Placement.
The underwriter and its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents makeno recommendations as to whether you or your related parties should
participate in the Placement nor do they make any representations or warranties to you concerning the Placement, and you represent, warrant and agree that you have not relied on any statements made
by the underwriter, or any of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees oragents in relation to the Placement and you further expressly disclaim that you are
in a fiduciary relationship with any of them.
Statements made in this Presentation are made only asat the date of this Presentation. The information in this Presentation remains subject to change without notice.
EBOS reserves the right to withdraw, or vary the timetable for, the Placement without notice.
Acceptance
By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out in this 'Important Notice and Disclaimer'.
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5
About EBOS
EBOS Group Limited (“EBOS”) is the largest and most diversified Australasian marketer, wholesaler and distributor
of healthcare, medical and pharmaceutical products
EBOS is also a leading marketer and distributor of recognised consumer products and animal care brands
FY18& 1H
FY19 results &
strategic recap
EBOS generated FY2018 Revenue of A$7.0 billion, FY2018 EBITDAof A$250.1 million and 1H FY2019 Underlying
EBITDA of A$131.4 million, up 4.0% on the prior corresponding period
Following 1H FY2019 investments of A$92.5 million which included the acquisitions of Warner & Webster,
Therapon, Quitnitsand the minority shares in Terry White Group, EBOS’ gearing modestly increased to 2.16x at 31
December 2018. EBOS also expects an inventory build of approximately A$100 million (in relation to servicing the
Chemist Warehouse Group contract) in Q4FY19, before wholesale operations commence 1 July 2019
EBOS currently has a range of organic growth opportunities and is also actively considering a number of potential
strategic acquisition opportunities
FY19 Outlook
EBOSconfirms FY19 guidance of underlying earnings growth in FY19 with further growth forecast into FY20 as we
commence servicing Chemist Warehouse contract volumes
Equityraising
EBOS plans to raise approximately NZ$150 millionvia a fully underwritten placement at a price of NZ$19.70 per
share (“Placement”)
Funds raised will initially pay down bank debt and reduce gearing before being used for strategic acquisitions,
organic growth initiatives and general corporate purposes
EBOS is assessing several acquisition targets and organic growth opportunitieswithin its core markets that will add
greater diversification to the Group and provide synergies through the use of EBOS' existing network and
capabilities.EBOS will continue to apply the same financial discipline that it is has done with prior successful
acquisitions, targeting a ROCE in excess of 15%
EBOS’ ProformaNet Debt : EBITDA¹(31 December 2018) will decrease to ~1.60x following the Placement, prior to
the estimated A$100 million inventory build in relation to the Chemist Warehouse Group contract
EBOS will continue to target a long term Net Debt / EBITDA range of 1.7x –2.3x
~NZ$150 MILLION EQUITY RAISING
(1)ProformaNet Debt : EBITDA ratio is calculated as the net debt at period end to the last 12 months EBITDA, adjusting for pre acquisition earnings of acquisitions
for the period and excluding one-off items.
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6
All currency amounts are in Australian dollars unless stated otherwise
(1)Calculated as total shareholder return from 1 January 2015 to 31 December 2018 assuming dividends are reinvested
$137.3 million
FY18 NPAT
52
locations in Australia and
New Zealand
market capitalisation
(NZX and ASX dual listed)
NZ$3.3 billion
FY18 Revenue
Australia 79%, NZ 21%
$7.0 billion
FY18 EBITDA
$250.1 million
employees
3,300+
23.8% annualised
Shareholder return
1
83% Healthcare
17% Animal Care
last 4 calendar years
FY18 EBITDA Split
BUSINESS SNAPSHOT
EBOS Group is the largest and most diversified Australasian marketer, wholesaler and
distributor of healthcare, medical and pharmaceutical products. It is also a leading
marketer and distributor of recognised consumer products and animal care brands
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7
GROUP OVERVIEW
ANIMAL CARE
HEALTHCARE
COMMUNITY
PHARMACY
INSTITUTIONAL
HEALTHCARE
CONTRACT
LOGISTICS
CONSUMER
PRODUCTS
RETAIL
PRODUCT &
BRANDS
VET
WHOLESALE
Diversification within Healthcare & Animal Care is a key signature of our approach
Wholesale
Retail
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Chief Executive
Officer
John Cullity
CEO, Symbion
Brett Barons
CEO Animal Care &
Consumer Brands
Sean Duggan
Chief Financial
Officer
Shaun Hughes
Chief Information
Officer
Andrea Bell
General Counsel
Janelle Cain
Group Human
Resources Officer
Tim Goldenberg
Executive General
Manager, Strategy
David Lewis
EBOS EXECUTIVE LEADERSHIP TEAM
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9
LEADING MARKET POSITIONS
Combined pharmacy and
hospital pharmaceutical
wholesaler in Australia and
New Zealand
Pharmacy wholesaler in
New Zealand
To be the #1 Community
Pharmaceutical wholesaler
in Australia from July 2019
following the
commencement of trading
with the Chemist
Warehouse Group
No.1
Hospital pharmaceutical
wholesaler in Australia and
New Zealand
3PL/4PL Pharmaceutical
provider in New Zealand.
Full range of services in
Australia
Comprehensive
distribution network in the
animal care market, with
pet brands, speciality retail
outlets in NZ, and a leading
veterinary wholesaler
EBOS has leading market positions across the Group in particular in hospital pharmaceutical
wholesale and community pharmaceutical wholesale in both Australia and New Zealand
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10
12.9%
14.6%
16.7%
17.1%
16.3%
16.1%
FY14FY15FY16FY17FY18H1 FY19
Return on capital employed ³
158.9
182.3
207.7
228.2
250.1
FY14
FY15
FY16
FY17
FY18
5 Year Underlying EBITDA
A$m
56.9
65.6
77.4
86.3
90.4
FY14
FY15
FY16
FY17
FY18
5 Year Underlying Earnings Per Share (EPS)
cents per share
EBOS’ FINANCIAL PERFORMANCE
EBOS has delivered significant value to shareholders with a strong return on capital employed
and consistent growth in EBITDA, earnings per share and dividends per share
5 Year
CAGR
+12.0%
5 Year
CAGR
+12.2%
(1)Underlying EBITDA is earnings before interest, tax, depreciation, amortisation and before one-off items.
(2)Underlying EPS is calculated as net profit after tax excluding one-off items, divided by the weighted average number of shares on issue during the period in
accordance with IAS 33 ‘Earnings per share’
(3)Measured as underlying earnings before interest, tax and amortisation of finite life intangibles for 12 months divided by closing capital employed (including a pro-rata
adjustment for entities acquired and excluding amounts for significant capital projects yet to complete and strategic investments)
1
2
20.5
22.0
26.0
30.0
33.0
34.5
20.5
25.0
32.5
33.0
35.5
FY14FY15FY16FY17FY18FY19
NZ$ cents per share
5 Year Dividends per share (DPS)
NZ$ cents per share
H1H2
5 Year
CAGR
+13.7%
A$
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11
HISTORICAL FINANCIALS
(1)Includes corporate costs
(2)FY17 EBITDA is presented on an underlying basis and excludes $6.7m in transaction costs incurred on acquisitions
(3)Ungeared cash flow from operating activities before capexexcludes net interest and tax paid
Healthcare
CAGR: +11.8%
Animal Care
CAGR: +14.4%
Group CAGR:
+12.0%
EBOS has delivered consistently strong cash flows and earnings growth
FY14FY15FY16FY17FY18
UngearedCash flow from
Operating activities before
interest, tax and capex(A$m)³
154.8193.2275.1216.0243.1
UngearedCash flow from
Operating activities before
interest, tax capex/ EBITDA (%)
97.4%105.9%132.5%94.7%97.2%
138.6
157.6
179.6
197.3
216.6
26.7
34.6
39.0
42.2
45.7
158.9
182.3
207.7
228.2
250.1
FY14FY15FY16FY17²FY18
EBITDA
(
A$m
)
HealthcareAnimal CareGroup¹
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30.9
13.7
11.5
35.5
58.0
16.9
3.2
65.7
81.1
192.4
30.9
92.5
FY13FY14FY15FY16FY17FY181H19
Capital expenditureAcquisitions and investments
EBOS’ TRACK RECORD
EBOS has a proven track record of successfully completing strategic acquisitions and accretive
capital works programs having deployedover A$600m since FY14
Investments made (A$m)
Over A$600m invested since FY14
2
(1)EBOS currently has a 25.77% interest in Good Price Pharmacy Warehouse
(2)Terry White Group investment in FY17 relates to the initial majority investment in Terry White Group
(3)EBOS currently has a 13.6% interest in MedAdvisor
(4)Terry White Group investment in H1FY19 relates to the acquisition of the minority interests completed in December 2018
4
1
3
$1.0bn
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13
EBOS STRATEGIC APPROACH
Investing for Growth
Our Healthcare and Animal Care strategic focus is centred on
We focus on delivering profitable growth and superior returns
Leading Market
Positions
Disciplined Capital
Management
Two types of investments:
Acquisitions:we have a
successful track record of deal
execution (EBOS has
completed 20 deals since
2000)
Internal Capex:investment to
lift productivity, manage costs
and deliver better customer
service
Cash generation to drive
scope for further
investment which allows
for dividends to be paid in
the range of 60-70% of
Net Profit After Tax
Acquisitions and new
business focus on
supporting the Group’s
long term return on
capital employed
We aim to have positions of
scale in the markets we
operate in and maximise
opportunities across our wide
range of businesses wherever
possible
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14
INVESTING FOR GROWTH: CAPEX
2015
New Keysborough (VIC)
Distribution Centre
11,500 sqm
2015
New Onelink Australia
Distribution Centre (NSW)
13,000 sqm
Oct-18
New Brisbane
Distribution Centre
10,000 sqm
Jul-18
New Sydney Contract
Logistics Distribution
Centre. 25,000 sqm
Advanced automation
technology is a key
feature across a number
of our facilities
Over the past five years, EBOS has invested ~A$160m, principally in its Healthcare distribution
infrastructure to increase the Group’s capacity, reduce its cost to serve and improve productivity
Further productivity and cost improvements are expected from the new Brisbane warehouse consistent with our
investment in automation at the Sydney and Melbourne wholesale sites. Volume increases from 1 July 2019 are expected to
further improve the Group’s national productivity
EBOS’ major Healthcare capital
expenditure program is largely
complete
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15
•Established capabilities to evaluate and execute M&A opportunities for long-term growth, targeting EPS/ROCE
accretive acquisitions
•Encourage new business initiatives and leverage existing assets
Case studies
INVESTING FOR GROWTH: ACQUISITIONS
EBOS has a long history of successfully acquiring high quality businesses which have delivered
attractive levels of growth
Acquisition of HPSfor A$154m (Jun-17).
Leading provider of outsourced
pharmacy services to Australian Private
Hospitals
Demonstrates EBOS’ ability to move into
markets adjacent to its Healthcare
wholesaling business
Acquisition of BlackHawk for A$57m
(Oct-14). Premium pet food business
sold through pet specialty stores in
Australia and NZ
Under EBOS ownership BlackHawkhas
become one of Australia’s most loved
premium pet food brands with a
leading position in the pet specialty
retail channel
Acquisition of Red Seal for NZ$80m (Nov-
15). New Zealand natural health products
business
Since acquisition, Red Seal has delivered
high single digit sales growth with strong
New Zealand supermarket market share
and expanding in Asian markets
(1)Data based on IRI scanned sales market share data Mar-19
FY14FY15FY16FY17FY18
23%
55%
48%
23%
BlackHawkSales
Red Seal's NZ Grocery Market share ¹
CategoryRed SealOthers
Vitamins22%78%
Specialty Teas32%68%
Natural Toothpaste79%21%
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USE OF PROCEEDS
The proceeds from the placement will initially pay down bank debt and reduce gearing,
before being used for strategic acquisitions, organic growth initiatives and general corporate
purposes as they arise
Organic growth initiativesStrategic acquisition opportunities
There are a wide range of organic growth
opportunities within the Group, including somethat
mayrequire investment of capital, as we:
Invest and drive continued growth in the existing
portfolio ofHealthcare and Animal Care
businesses
Fund the development of our existing brands into
new growth markets (e.g. Asia)
EBOS’ potential acquisition pipeline is strong with
the group actively considering a number of bolt-on
M&A opportunities across both our Healthcare and
Animal Care segments, which include:
Opportunities to acquire Healthcare consumer
brands to take advantage of our existing
infrastructure
Opportunities in the medical devices and
consumables sectors
Pharmacy segment expansion opportunities
across Australia and New Zealand
Opportunities for expansion in the Animal Care
sector
1
2
3
4
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EQUITY RAISING OVERVIEW
Placement
Approximately NZ$150millionPlacement ofapproximately 7.7 millionnew ordinary
shares (“New Shares”)
Placement is to be underwritten ata fixed price of NZ$19.70 per New Share,
representing an8.0%discount to the closing price on the NZX of NZ$21.42 on
Monday 29
th
April 2019
Ranking
AllNew Shares issued will rank equally with existing EBOS shares
Risks
Investors are encouraged to review the risk factors in the Appendix to this
presentation
Leadmanager and
Underwriter
UBS New Zealand Limited
The Placement is being offered under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (NZ) and section s 708 and708A of the
Corporations Act 2001 (Australia)
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
18
TIMETABLE
EventDate
Trading halt on NZX and ASXTuesday 30
th
April 2019
Placement announcementTuesday 30
th
April 2019
Placement completionannouncement lodged with NZX / ASX and
EBOS recommences trading on NZX and ASX
Wednesday 1
st
May 2019
ASX SettlementFriday 3
rd
May 2019
NZX SettlementMonday6
th
May 2019
Allotment and trading of Placement SharesMonday6
th
May 2019
The timetable (and each reference in this presentation to a date specified in the timetable) is indicative only and EBOS may,atits discretion, vary any of the above
dates by lodging a revised timetable with the NZX/ASX
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Key Risks &
International Offer Restrictions
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20
KEY RISKS
RiskDescription
Product liability
exposure
EBOS may, from time to time, experience product defects or other claims relating to its products or services. Defects in products that EBOS markets, sells or
distributes could be difficult or costly to correct, cause significant customer relations and business reputation problems, harmEBOS' financial results and
result in damage to or claims by its customers. Any such claim could also result in increased challenges in obtaining insurance on comparatively reasonable
terms.
Currency riskEBOS' operations are primarily in New Zealand and Australia. Foreign exchange risk arises when future commercial transactionsand recognised assets and
liabilities are denominated in a currency that is not the primary currency for EBOS' operations. EBOS makes purchases in foreigncurrencies such as the US
dollar and the Euro and is therefore exposed to foreign exchange risk arising from movements in exchange rates.
To manage the currency risk in respect of both revenue and expenses, EBOS may hedge a percentage of its net foreign currency exposures using forward
foreign exchange contracts and/or foreign exchange options to reduce the variability from any changes in EBOS' net operating income and cash flows to
acceptable parameters. Such hedging does not, however, guarantee a more favourable outcome than that achieved by not hedging.
CompetitionEBOS operates in a highly competitive environment. This competitive environment can be significantly affected by local market forces, generalcompetitive
dynamics, new market entrants, changes in economic conditions and product demand. Contracts with pharmacy wholesale customers tend to be for periods
of between 2 to 5 years.For this reason at any point in time EBOS is engaged in customer negotiations and tender processes. Any increased competition from
new and existing competitors can impact on EBOS' ability to generate sales, lead to a loss of market share, and cause a decline in profitability. Such changes to
the competitive environment in which EBOS operates may have an adverse impact on EBOS' financial position, performance and prospects.
Counterparty risk There is a risk that counterparties (including customers) may fail to meet their contractual obligations resulting in loss toEBOS and impacting on EBOS'
business relationships and operations. EBOS cannot guarantee that its counterparties will fulfil these obligations or that EBOS will successfully manage
counterparty risk (including credit risk). The failure of customers to meet their obligations to EBOS may adversely impact on EBOS' revenue and the financial
position, performance and prospects of EBOS.
Reliance on key
suppliers
EBOS' ability to supply products to its customers is highly dependent on securing products from third party suppliers. The business of EBOS would be
materially impacted if any of those suppliers were unwilling or unable to provide products as contracted or made a decision to supply products on
unfavourable terms. If suppliers failed to supply the products, terminated the contracts connected with the supply of products (or allowed them to expire
without renewing them) or changed terms to be less favourable than those currently offered, and EBOS was unable to arrange for the supply of replacement
products from another supplier on terms acceptable to EBOS or at all, this change may materially impact the financial position, performance and prospects of
EBOS.
Impairment riskEBOS carries significant goodwill and indefinite life intangible assets on its balance sheet. Accounting policies require that these assets be regularly tested for
impairment and that the underlying assumptions supporting their carrying value be confirmed. There is a risk that the carrying balances for goodwill and/or
intangibles may become impaired in the future, which would have an adverse impact on the financial position, performance and prospects of EBOS.
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21
KEY RISKS (CONT’D)
RiskDescription
Regulatory risk and
changes in law
EBOS operates in a number of highly regulated industry segments, including in relation to the distribution and supply of pharmaceutical, medical and related
products.
EBOS is exposed to the risk of new government policies, regulations and legislation that may impact on both the pricing of products and, accordingly, EBOS’
profitability. For example, the Australian Government’s reforms to the Pharmaceutical Benefits Scheme (PBS) over many years has had and continues to have
the effect of lowering the prices paid for medicines, thereby lowering the distribution margin earned by the Group.
Additionally, the financial performance of EBOS may be materially affected by changes in government regulations with respect to the pharmacy industry in
New Zealand and Australia, including the Community Service Obligation (CSO). Symbion Pty Ltd (a wholly-owned subsidiary of EBOS)is a signatory to a CSO
deed which governs the arrangements under which Symbion distributes PBS medicines around Australia, in return for access to a pool of funding that
subsidises the distribution of PBS medicines to rural and remote parts of Australia. Any material adverse change in the CSO arrangements could have a
material negative impact on the financial performance of EBOS Group. These changes could include: changes to the basis of the CSO funding (including a
reduction in the overall CSO funding pool or the way in which payments to eligible wholesalers are calculated), changes to the performance criteria, or the
termination or expiry of Symbion’s CSO deed.In addition, Symbion could fail to achieve the performance criteria resulting in restricted or no access to the
CSO funding pool.
More broadly, changes to government policy, law or regulations, or the introduction of new regulatory regimes (for example, in relation to climate change),
may lead to an increase in operational costs, reduce margin and may have a materially adverse effect on the financial position, performance and prospects of
EBOS.
Failure to comply with applicable laws and regulations may result in enforcement actions, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include civil or criminal fines or penalties.
Cyber riskEBOS operates a number of information technology systems. These systems may be subject to internal or external security breaches. A security breach could
result in significant business disruption and cost, misappropriation of funds, loss of intellectual property and disclosure of sensitive business information or
personal data. Other consequences as a result of a security breach could include legal or regulatory liability, loss of businessand reputational damage.
Any damage to EBOS' information technology systems could lead to extended downtime of EBOS' websites or corporate systems. This could adversely affect
EBOS' operations and financial position, performance and prospects.
Privacy riskThe protection of customer, employee, third party and company data is critical to EBOS' operations. The legal and regulatory environment surrounding
information security and privacy is increasingly complex and demanding. Customers, employees and third parties such as suppliersalso have an expectation
that EBOS will adequately protect their personal information. A breach of customer, employee, third party or company data could attract significant media
attention, damage EBOS’ reputation and customer or supplier relationships and ultimately result in lost sales, legal or regulatory liability or litigation. This
could have a material adverse effect on EBOS’ future financial position, performance and prospects.
Supply chain riskDisruptions to EBOS’ supply chain may have a material adverse effect on the productivity and results of EBOS’ operations during the affected period. Any
material damage or disruption to EBOS’ supply chain will impair EBOS’ ability to provide products and services and result in significant disruption to the
business and EBOS’ customers.
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22
KEY RISKS (CONT’D)
RiskDescription
Future dividends and
franking
No assurance can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by EBOS will be at the
discretion of the directors and will depend upon the availability of profits, the operating results and financial condition of EBOS, future capital requirements,
covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by the directors. No assurance
can be given in relation to the level of imputation and/or franking credits attaching to future dividend payments.The level of imputation and/or franking
credits attaching to future dividend payments will largely depend upon the Group’s ability to carry forward the existing balanceof imputation and franking
credits, the amount of tax paid in Australia and New Zealand in the future, and other factors.
Health and safety riskDue to the nature of some of the industries in which EBOS operates, there is a risk of accidents or unsafe operations. Notwithstanding the preventative
measures which EBOS has taken or may take, there can be no assurance that accidents or unsafe operations will not occur and injure EBOS’ own personnel or
third parties. Such events may result in additional costs and fines, and may jeopardise EBOS’ reputation and credibility.
Interest rate riskEBOS is subject to the risk of rising interest rates associated with borrowing on a floating rate basis. EBOS seeks to managepart of its exposure to adverse
fluctuations in floating interest rates through interest rate hedging arrangements, including derivative financial instruments. Such arrangements involve risk,
such as the risk that counterparties may fail to honour their obligations under these arrangements, and that such arrangements may not be effective in
reducing exposure to movements in interest rates. To the extent that EBOS does not hedge effectively (or at all) against movements in interest rates, such
interest rate movements may adversely affect EBOS’ results.
Litigation riskDisputes or litigation may arise from time to time in the course of the business activities of EBOS. There is a risk that anymaterial or costly dispute or
litigation could adversely affect EBOS’ reputation, financial position, performance or prospects.
Insurance riskAlthough EBOS maintains insurance coverage that it believes is appropriate to protect against major operating and other risks, not all risks are insured or
insurable. EBOS cannot be sure that adequate insurance coverage for potential losses and liabilities will be available in the future on commercially reasonable
terms, and may also carry large deductibles and premiums. If EBOS experiences a loss in the future, the proceeds of the applicable insurance policies, if any,
may not be adequate to cover replacement costs, lost revenues, increased expenses or liabilities to third parties. This may havea materially adverse effect on
EBOS’ financial position, performance and prospects.
Taxation risksFuture changes in New Zealand or Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in
New Zealand or Australia, may affect the taxation treatment of an investment in EBOS shares or the holding and disposal of thoseshares. Further, changes in
tax law, or changes in the way tax law is expected to be interpreted, in the jurisdictions in which EBOS operates (in particular, New Zealand and Australia),
may impact the future tax liabilities of EBOS.
Changes to accounting
standards
Changes to accounting standards that apply to EBOS could materially adversely affect the financial position and performance reported in EBOS’ financial
statements.
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23
INTERNATIONAL OFFER RESTRICTIONS
This presentation does not constitute an offer of shares (New Shares) of EBOS Group Limited (the Company)in any jurisdiction in which it would be unlawful. In particular, this document may not be
distributed to any person, and New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
The offer of New Shares in Australia is only being made to “sophisticated investors” or “professional investors” within the meaning of sections 708(8) and 708(11) of the Australian Corporations Act 2001
(Cth) (“Corporations Act”).
This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes ofthe Corporations Act and is not required to, and does not, contain all the
information which would be required to be in a “disclosure document” under the Corporations Act. This document has not been, and will not be, lodged or registered with the Australian Securities and
Investments Commission.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of Chapter 7 of the Corporations Act.Prospective
investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require disclosure to investors
under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.
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 has it been
authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong
Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connectionwith it. Accordingly, the New Shares have not been and will not be offered
or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue, in Hong Kong or elsewhere
that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permittedto do so under the securities laws of Hong Kong) other than with respect to the
New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. Noperson allotted New Shares may sell, or offer to sell, such securities in
circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this
document, you should obtain independent professional advice.
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 other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the
New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other
applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined
in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return thisdocument immediately. You may not forward or circulate this document to any
other person in Singapore.
Any offer is not made to you with a view to New Shares being subsequently offered for sale to any other party. There are on-salerestrictions in Singapore that may be applicable to investors who acquire
New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
24
INTERNATIONAL OFFER RESTRICTIONS (CONT’D)
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 Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) inthe United Kingdom, and these securities may not be offered or sold in the
United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do notrequire the publication of a prospectus pursuant to section 86(1) of the
FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated
or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall withinthe categories of persons referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are
available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTrading Act of 29 June 2007. Accordingly, this document shall not be
deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
United States
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, except "qualified institutional buyers" (as that term is defined in Rule 144A under the
US Securities Act of 1933).
The New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and applicable US state securities laws.
---
EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria, Australia. PO Box 7300, Melbourne, Victoria 8004, Australia.
Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.
www.ebos.co.nz
Not for release to US wire services or distribution in the United States
30 April 2019
NZX/ ASX Code: EBO
NZX Limited ASX Limited
Level 1, NZX Centre 20 Bridge Street
11 Cable Street Sydney NSW 2000
Wellington
NOTICE PURSUANT TO CLAUSE 20(1)(A) OF SCHEDULE 8 TO THE FINANCIAL
MARKETS CONDUCT REGULATIONS 2014: PLACEMENT
1 EBOS Group Limited (NZX:EBO) (EBOS) has announced that it will undertake a placement of
new fully paid ordinary shares of the same class as already quoted on the NZX Main Board of
NZX Limited and the Australian Securities Exchange operated by ASX Limited (the
Placement).
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014
(FMC Regulations) and the Financial Markets Conduct Act 2013 (FMC Act), EBOS states that:
2.1 EBOS is making the Placement in reliance upon the exclusion in clause 19 of Schedule
1 to the FMC Act and is giving this notice under clause 20(1)(a) of Schedule 8 to the
FMC Regulations.
2.2 As at the date of this notice, EBOS is in compliance with the continuous disclosure
obligations that apply to it in relation to ordinary shares in EBOS. There is no
information that is "excluded information" as defined in clause 20(5) of Schedule 8 to
the FMC Regulations.
2.3 As at the date of the notice, EBOS is in compliance with its financial reporting
obligations.
2.4 The Placement is not expected to have any material effect or consequence on the
control of EBOS.
3 A separate notice will be given under s 708A(5)(e) of the Corporations Act 2001 (Cth)
following allotment of shares pursuant to the Placement.
Yours faithfully
Janelle Cain
General Counsel
EBOS Group Limited
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.