Annual Meeting presentations

Goodwood Capital Limited
PO Box 105 745
Auckland 1143
https://goodwoodcapital.co.nz/

GOODWOOD CAPITAL LIMITED
Annual Meeting of Shareholders – Chair’s Address
15 September 2022
INTRODUCTION

During the course of the financial year ended 31 March 2022, the Board was actively engaged in
identifying a suitable business opportunity to invest in and/or acquire through a reverse takeover
transaction.

Discussions had been had with several potential acquisition targets. On 26 April, the directors of
Goodwood announced that it reached agreement to acquire 100% of WasteCo Holdings NZ Limited,
a diversified waste, refuse and industrial services business with operations in Christchurch,
Ashburton, Timaru, Oamaru, Dunedin and Balclutha.

Further information about the WasteCo business operations will be provided after the formalities of
the meeting have concluded.
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Insofar as the structure of the transaction to acquire WasteCo itself are concerned:

 The value attributable to the WasteCo business operations is $25.2 million.

 To satisfy the payment of the purchase price, GWC would issue 504,000,000 fully paid ordinary
GWC shares at an issue price of NZ$0.05 per share to the existing shareholders of WasteCo.

 In addition, GWC will issue 80 million fully paid ordinary GWC shares at an issue price of NZ$0.05
per share to the holders of $4 million of Mandatory Convertible Notes previously issued by
WasteCo. The actual amount of new shares to be issued to the holders of MCN’s may vary if
WasteCo issues more MCN’s in the period between now and the completion of the transaction.
 In conjunction with the completion of the Acquisition, $531,803 of the indebtedness owed by
GWC to Mounterowen Limited, a company associated with myself (expected to amount to circa
$650,000 by the date of the completion of the transaction) shall be capitalised into 10,636,073
fully paid ordinary GWC shares at an issue price of NZ$0.05 per share. This initiative will
extinguish the principal GWC indebtedness, and ensure that GWC is largely debt free, with the
exception of an outstanding balance of not more than $125,000 owing to Mounterowen Limited
and certain trade creditors incurred in the ordinary course of business as at the completion of
the transaction.

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A copy of the presentation of the WasteCo NZ Holdings team to the Annual Meeting accompanies this release

 GWC will also look to undertake a capital raising initiative to raise $4 million of new capital
through the issue of 80 million fully paid ordinary GWC shares to wholesale investors (as defined
in the Financial Markets Conduct Act 2013) at an issue price of $0.05 per share to raise
additional new capital for GWC post completion of the transaction.
After completion of the transaction, it is anticipated that the existing WasteCo shareholders will own
approximately 75% of the ordinary shares in Goodwood. 80% of the new Goodwood shares to be
issued to the existing WasteCo shareholders will be placed in escrow (with restrictions on trading) up
until the date after Goodwood announces its preliminary result to the market for the financial year
ending 31 March 2023.

The transaction is subject to approval by the shareholders of Goodwood under the NZX Listing Rules
and the Takeovers Code. We expect to send all the relevant documentation to shareholders before
the end of November, to enable you to vote on the transaction at a shareholders’ meeting shortly
thereafter.

Given the transaction constitutes a reverse listing, this means that the quotation of Goodwood
shares has been suspended pending the outcome of the transaction.

Goodwood will seek a release of the suspension once it has completed the acquisition of WasteCo.
The Board looks forward to formally presenting the WasteCo initiative to shareholders in the coming
months and are excited about the opportunity that the initiative presents.

PRESENTATION
I would now like to hand over to Shane Edmond who is both a director and shareholder of WasteCo,
and his team to provide a presentation on the business operations of WasteCo NZ to the meeting.
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END OF MEETING



2
A copy of the presentation of the WasteCo NZ Holdings team to the Annual Meeting accompanies this release

---

WasteCo Holdings NZ Limited
Corporate Profile
Goodwood Capital Limited – AGM information update

Disclaimer
Important Notice and Disclaimer



This presentation has been prepared by WasteCo Holdings NZ Limited (
WasteCo
) solely to provide
interested parties with further information ab out WasteCo and its activities as at the date of this
presentation.
The information is of a general nature and does not purport to b e complete nor does it
contain all of the information which a prospective investor may require in evaluating a possible investment in WasteCo or that would be required to b e provided to potential investors by law.



This information is for presentation purposes only and is not an invitation or offer of securities for subscription, purchase or sale. It does not constitute legal, financial, tax, financial product or investment advice. It may contain forward look ing statements that reflect WasteCo's current views with respect to future events. Forward look ing statements by their very nature involve inherent risk s and uncertainties. Actual results, performance or achievements are lik ely to vary from any future results, performance or achievements expressed or implied b y this forward-look ing information and variances may be material. Accordingly, no express or implied representations or warranties are, or will be, m
ade by WasteCo, its directors or any other person as to the accuracy or completeness of
this forward-look ing information or the reasonableness of the underlying assumptions. Recipients are cautioned not to place undue reliance on such forward-look ing information.



Recipients should also note that past performance cannot be relied upon as an indicator of (and
provides no guidance as to) the future performance, including future financial position, of WasteCo. Nothing contained in this presentation should b e construed as a promise of any return on investment from, or the profitab ility of, WasteCo, and no return or profitab ility of any nature is guaranteed by any person.



This presentation has been prepared in good faith but the information contained with it has not been independently verified.



None of WasteCo, its associated companies and businesses nor any of their directors, officers, associate or employees mak e any representation or warranty as to the accuracy, completeness or reliability of any statements, estimates or opinions or other information contained in this presentation and any liability is excluded to the maximum extent permitted by law.

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The WasteCo ‘YES’

Answering every question with a ‘Yes’

Partnering with our customers to find innovative solutions
Sustainability

Striving to minimise the environmental impacts of waste

Global diversion of waste from landfill over 50%

Only Waste company in NZ with Enviro-mark Diamond certification
People

Health and Safety a number one focus – “Everyone has the right to return home safe and healthy every day.”

Do what you LOVE and you’ll LOVE what you do

Respect, Honesty, Integrity – 100% of the Time

We’re all part of the WasteCo Family
YES
A Snapshot of WasteCo Holdings NZ Limited
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Company Vision
“WasteCo aims to be NZ’s leading waste collection, recycling and industrial services business with a focus on people, the environment, innovation and service. Diversion of waste from landfill is at the core of our social licence to operate.”
4

A Timeline of WasteCo Holdings NZ Limited
5
AUG 2013
WasteCo NZ Limited incorporated
SEP 2013
Purchased CHCH Sweeping
FEB 2014
First Gantry Bin purchased
FINANCIAL YEAR 2014: 4 employeesFINANCIAL YEAR 2015: 8 employeesNOV 2013
First additional Sweeper Truck purchased
MAR 2016
WC Port Services incorporated, Cement Ship cleaning
MAY 2015
Second additional Sweeper Truck purchased
FINANCIAL YEAR 2016: 10 employees

A Timeline of WasteCo Holdings NZ Limited
6
APR 2016
HEB/SDC Partnership on road maintenance contract, 5 years
OCT 2016
First FEL Truck purchased
SEP 2017
WC Southern incorporated, included Clutha DC and Waitaki DC contracts to 2023
FINANCIAL YEAR 2018: 45 employeesMAY 2018
Industrial Services kickstarted
FINANCIAL YEAR 2017: 20 employeesDEC 2017
Move to 421 Blenheim Road, consolidating 5 sites to 1, first Sort Centre operation
FINANCIAL YEAR 2019: 50 employees
MAR 2020
Mainly Waste gantry business acquisition in CHC

A Timeline of WasteCo Holdings NZ Limited
7
DEC 2020
HEB/ADC Roading Maintenance Contract, 5 years
AUG 2021
Kilronan Sort Centre (3,600m2) opened, SortCo incorporated
JUN 2021
Duffy’s Skips acquisition in Dunedin
OCT 2021
Otago Skip Hire acquisition in Dunedin
FINANCIAL YEAR 2020: 55 employeesDEC 2020
WasteCo Holdings incorporated
FINANCIAL YEAR 2021: 80 employeesJUN 2021
HEB/SDC Roading Maintenance Contract renewal, 5 years
AUG 2021
SafeCo incorporated, internal and external STMS training

A Timeline of WasteCo Holdings NZ Limited
8
DEC 2021
Medical and Quarantine facility commissioned
OCT 2021
City Care acquisition CCC/TDC/BP Roading Maintenance Sub Contract, 1/4/5 year
April 2022
Total Waste Solutions acquisition
FINANCIAL YEAR 2022: 180 employeesASPIRATIONS:
SOUTH ISLAND : 18 – 24 Months
Largest Independent Waste OperatorLargest Sweeping Services OperatorLargest Industrial Services Operator
EXPAND TO THE NORTH ISLAND

Environmental
Services
Waste
Environmental
Services
Sweeping
Industrial Services
x 60
Vacuum and
specialised blast
vehicles
x 90
Waste recycling
and collection
vehicles
x 40
Sweepers
scrubbers and
support vehicles
x 190 People
x 6 South Island Locations

Environmental Services
Waste Collection Skips

Waste collected through wheelie bins, front load bins, hook bins, skip bins

Enough resources to have same day service in Christchurch, Timaru, Oamaru and Dunedin

Mixture between private and commercial customers

2000 gantry bins

Front load cardboard cages for recycling and plastic lidded bins for waste

Over 900 cardboard cages lifted weekly for recycling

Long term contract with OjiFS worlds 4
th
largest recycler just signed.

900 front loader bins
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Environmental Services
11
Council Collections

Waste collected through wheelie bins, recycling and refuse

Purposefully not a major focus due to lower margins

Recognise stable income with lower margin is ok if a relatively small percentage of revenue

3000+ wheelie bins

Road sweeping for councils and commercial customers

Significant resources available in the South Island to assist all councils for special one off events

Major clients: HEB, Higgins, Downer, Fulton Hogan, Councils (MDC, TDC, ADC, CCC, BP, SDC)

20+ sweepers including new EV sweepers
Sweeping

Environmental Services
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Sorting and Diversion SortCo Kilronan

3,600 m2 sorting facility in Christchurch processing in excess of 30,000 tonnes per annum

Only major player to sort all waste types in South Island

Currently achieving high levels of diversion away from landfill

Kilronan has potential to be replicated near other waste streams

Future revenue possibilities from new technologies around waste to energy plants
Medical and Quarantine

Brand new facility to collect and treat medical and quarantine waste

Only the second company in New Zealand with this capability

Target customers include: Doctors, DHB’s, Dentists, Vets, Private Hospitals Airports and Ports

Industrial Services
Vacuum, Urgent Spill Response, High pressure Blasting, Septic Cleaning

Variety of services offered 24/7/365

Largest offering of industrial services in the South Island

Key customers include: Fonterra, Synlait, Ravensdown, Goodman Fielder
Port Services

From bilge waste removal to cleaning cement ships through to fishing tank cleaning

South Island wide mobilisation for all tasks at short notice

Key customers include: La Farge Holcim, Sanfords, Sealord, Pacific Basin
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Opportunities
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What’s Next: Projects Tendered for
Other milestones:
Technical Services – Start up in Christchurch

Liquid Waste Remediation

Used Oil Processing

Port a Loos start up

1
st
Electric Sweeper working
In the last 3 months have tendered for a number of Council contracts and other projects, some with durations of 5+ years. These amount to in excess of $10m and while we don’t expect to be successful with all we would be confident in being appointed to a number of them. Expect to get confirmation in the coming few months.These opportunities are predominantly South island with one larger one in the North Island for an existing partner customer.

Event Specific Opportunities
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Recently completed a very technical waste project - Christchurch City Council Bromley waste water treatment plant 25,000m3 of hazardous waste safely removed to landfill on time and through innovative solution being developedMobilised a dozen vac trucks for recent Christchurch flooding event resulting in 24hr a day logistics of staff and existing clients. Recent flooding in Nelson/Marlborough region has teams currently assisting in the area

Leadership Team
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
Carl Storm

James Redmayne
Leadership Expansion:

Sam Vanderpyl
CFO

Jasmine Etherington Waste Division Manager

Dave Oberholzer
Health and Safety Manager(HSQCE)

Lyall Grant Sales Manager

Misty Soper Sweeping Division Manager

Kelvin Linton
Fleet / Workshop Manager (CHCH)

Hamish Sheppard Industrial Division Manager

Rik West Industrial Technical Services Manager

Alan Langley Special Projects Manager

Graeme Wilson
Otago Regional Manager

Mark Roa
Timaru Team Leader(IS)

Dean Field
Timaru Team Leader(ES)

Rodney White SortCo Waste Division Manager

Wilba Kanara CHCH team leader (IS)

Hermann Rombke
Fleet Manager-Projects Timaru

Malcolm Brenssell
Waitaki Team Leader(ES)

Michael Bennett Balclutha Team Leader(ES)

Directors - On Completion of Transaction
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•
Chairman/Independent – TBC (awaiting sign off of appointment)
•
Roger Gower ( Independent) – existing director Goodwood Capital, Me Today Ltd and Chairman of PrimePort Timaru Ltd. Roger has wide experience in Food and Beverage(ex Chairman Charlies) and Transport and Logistics.
•
Shane Edmond – shareholder and director of WasteCo prior to transaction. Extensive experience in financial markets in NZ and the UK and is currently an executive director of Forsyth Barr Limited.
•
James Redmayne – founding shareholder WasteCo and existing director
•
Carl Storm – founding shareholder WasteCo and existing director

Current operating environment

The inflationary pressures across New Zealand have been evident at WasteCo

In particular wages and fuel have the most impact

We have been able to pass on a portion of this through pricing changes and we continue to review the operating environment

Some protection from longer term contracts that have CPI adjustments, even though they may be in arears, this has been beneficial

Margins are expected to hold up in the first half and we will ensure pricing and costs are aligned to ensure this continues into the second half

New business opportunities and customer growth remains strong and we have not seen any decline year to date. Revenue growth continues at the same rate as 2022 financial year

Most of our revenue streams are very defensive through any economic decline in particular the longer term sweeping and industrial services business

We will look to capitalise on opportunities that arise from some competitors that are experiencing margin decline and price pressures
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Growth Strategy

Waste sector controlled by 2 international waste management companies with a national footprint in the key centres

Significant opportunities for specialist waste services in targeted sectors (e.g. B&D) with a focus on sustainability and service

WasteCo’s strategy is to actively target new contracting opportunities in regions where the incumbent has underperformed or where we can leverage our unique skills and can do
YES
driven attitude

Listing on NZX provides options for access to new capital from vendors or new investors

Significant existing acquisition opportunities including several under active review

Consolidation opportunities likely to provide significant scalability and synergy value

A number of other large independent NZ waste businesses considering their succession options
WasteCo is well positioned to target a number of attractive growth opportunities in existing and adjacent industry segments and geographies in our target to achieving $100m revenue over the next 5 years
Continued Organic
Growth in Waste and
Industrial Services
1
Further Investment in
Plant and
Infrastructure
2
Geographic Expansion
3
Targeted and
Disciplined Acquisition
Strategy
4

Economic growth and increased waste volumes

Pipeline of waste contracting opportunities

Expansion into adjacent services

Significant opportunity to obtain additional market share in industrial services (particularly industrial cleaning across the rural sector)

New investment in medical and quarantine equipment

Increased investment in recycling capabilities –including to service new contract wins

Expansion of Christchurch sorting facility

Establish further network of strategically located sorting facilities to support growth opportunities

New high pressure water blasting investment

New hydro excavation

Significant further opportunities within South Island which remains the core focus

Central Otago and upper South Island areas identified

Collections across South Island with sorting in Christchurch

Fragmented industry presents significant number of consolidation opportunities

Identified a number of strategic acquisition targets across both waste and industrial services

Track record of successfully integrating acquisitions

Established acquisition criteria with expectation that acquisitions will deliver significant synergies
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