Corporate ProямБle THE BERLIN GROUP PTY LTD ACN 604 311 300 ABN 46 604 311 300
TABLE OF CONTENTS 1. Introduction 2. Company AfďŹ liations 3. Projects 4. Corporate Revenue 5. The future 6. Conclusion 7. Annexure and Company Information
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The Berlin Group Pty Ltd
INTRODUCTION The Berlin Group Pty Ltd, was incorporated in 2016, with its vision set on creating strong investment platforms. With its Director, Joachim Gerhardt Werner Pydde and his vast experience and diverse business experience, the company quickly secured an investment within the popular Melbourne Coffee industry. With the acquisition of DRO Holdings Pty Ltd in 2015, this gave entry into a supply contract with Woolworths to supply bulk coffee beans within the public arena and a strong revenue base for its future visions to be born. Shortly after the initial acquisition, Berlin Group was born, with the Directors vision to take the company to the forefront of the recycling market and better the Environment and the future life of all its inhabitants. The Director has now forged great business relationships with companies that will allow for the vision to become a reality. Its diversiďŹ cation within various markets, gives weight to a strong ďŹ nancial future and the ability to reward its future stakeholders. As the company undertakes to raise capital both domestically and internationally, it will seek other opportunities in order to secure its growth into its chosen markets.
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The Berlin Group Pty Ltd
INTRODUCTION As it currently seeks to secure properties to commence its recycling venture both locally and within Europe, Berlin Group Pty Ltd and its Joint Venture Partners will be providing.
Cleaner Oceans free of plastics and other hazardous materials
Quicker construction times
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Affordable housing with house panels made from Recycled waste
Introducing low cost housing into 3rd world countries
Expanding its production into commercial building panels from recycled waste
The creation of jobs within its production areas
The reduction of LandďŹ ll
A better environment
The Berlin Group Pty Ltd
COMPANY AFFILIATIONS Berlin Group Pty Ltd has secured Joint Ventures and afďŹ liations with Corporations that will enable its vision to become a reality.
CORPORATIONS WHICH INCLUDE EXOCETUS FOUNDATION Ocean Clean ups and environmental waste control
HAUSSMANN Recycled waste construction
CITIGOLD CORP Mining
BLINKMALL GROUP International Intellectual property and Research and Developmenta
With its current interests and its current JV partners, this will provide the foundation to expand the Berlin Group Pty Ltd, into all future projects and make them a reality.
A combination of almost 300 years of business experience between all JV Partners will provide a fantastic experience base to enable all the projects to come to fruition. The Berlin Group Pty Ltd is poised to be the greater shareholder partner through its capital raising programs.
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The Berlin Group Pty Ltd
PROJECTS The sole objective is to create financial security for Vendors in mergers and acquisitions by using Deferred Consideration Insurances. This provides Vendors the comfort to accept deferred payments in the sale of their business or assets. Preferred insurer DFL, has pioneered the new concept of ‘un-funded mezzanine’ known as Deferred Finance. This will help Berlin Group and its JV Partner to complete transactions by introducing significant cost efficiency and transactional advantage in buy-out funding structures across the world. DFL is expected to undertake bespoke deal-by-deal Project Management working with the Corporate Finance Advisers in the design and structuring of the finance package specific to each transaction. Deferred Finance is created where the Purchaser agrees with the Vendor to pay some of the purchase price at a future date, as opposed to paying the full purchase price in cash on day one. The future payments are secured by major global Underwriters. The Vendor payments are those to be made by the Purchaser to the Vendor.
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The Berlin Group Pty Ltd
PROJECTS These payments are made to the Vendor by the insurers should the Purchaser fail to pay the deferred amounts or become insolvent. On-going merger and acquisition activity occurs in a negotiating context in which a price is agreed between the Vendor and Purchaser. Resistance toward or from the debt, mezzanine or equity markets may lead to deadlock whereby a large gap exists between the agreed headline price and the normal debt leveragability of the target business, even though both Vendor and Purchaser would like to conclude. Deferred ďŹ nance addresses this situation and is created by negotiating with the Vendor a high proportion of headline purchase consideration on deferred terms. The Vendor’s deferred consideration on behalf of the Purchaser is secured and guaranteed with a third-party insurance-backed instrument. This is similar to a cash-backed bank guarantee but is provided by the insurance market. The use of deferred consideration can be a deal-enabler allowing the Vendor to obtain the price that he or she requires. It also enables the Purchaser to proceed with the acquisition by deferring that portion of the price that is beyond his or her means or desires to pay at acquisition date.
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The Berlin Group Pty Ltd
PROJECTS This sum is then paid out of future earnings from the acquisition within a determined post-acquisition period. A deferral approach to acquisitions helps the Purchaser acquire the target company out of cash generated by operations rather than debt or equity. In effect, the acquisition could be ďŹ nanced out of future proďŹ ts whilst improving day-one liquidity of the new Company. The problem is how does the Vendor secure this deferred debt? The solution is through Deferred Consideration Insurance. Over the last several years, we have seen examples (both public and private) of commodity materials businesses, transforming themselves into specialty materials businesses. These transformations generally have involved migrating the product portfolio and process capabilities from a focus on commodity, lower value-added materials to a focus on faster-growing, higher margin specialty materials and products. In the building products industry, composites demand grew 8.3% in 2013. Building products is the second-largest market (after transportation), for composite materials and is expected to continue to grow at accelerated rates. Specialty materials typically offer more product differentiation, better pricing power, and less earnings volatility.
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The Berlin Group Pty Ltd
PROJECTS These transformations can occur through Increased R&D spending, A refocus on new end–markets Joint Venture Partner superior technical competencies, The ability to manufacture more complex products, Highly robotic, Industrialized production lines, Faster turnaround times, Significant R&D capabilities, Value-added services, Superior customer service.
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Competitive advantages for Berlin Group Pty Ltd and its Joint Venture Partner are its application to engineered products. Successful industry participants rely heavily on innovation and technological change. Those that focus on high-technology products/material science with greater composite complexities, tighter dimensional tolerances, superior performance characteristics, and a higher degree of technical collaboration with customers, they are likely to command higher valuation multiples.
The Berlin Group Pty Ltd
PROJECTS The demand for composites is projected to increase significantly during the next decade. Composites are made from two or more constituent materials with significantly different physical or chemical properties that, when combined, produce a material with characteristics different from the individual components. The individual components remain separate and distinct within the finished structure. The new material is preferred over traditional materials for many reasons including; Increased strength, Reduced weight, or higher fatigue resistance etc. When compared with traditional materials. The composites sector remains highly fragmented. The market consists of several resin, fiber, and additive producers, as well as compounders, processors, and fabricators. Leading compounders only compete principally at this level of the value chain, however, many players compete at multiple levels in the value chain, formulating their own base materials, while also molding finished components. As manufacturers and suppliers are increasingly positioning themselves to capitalize on the continued substitution of conventional materials for composites, we expect M&A activity to accelerate.
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The Berlin Group Pty Ltd
PROJECTS For example, we expect raw materials producers, to align themselves with downstream component manufacturers to secure captive off-take for their materials. Corporations are looking externally for new sources of growth, record amounts of private equity “dry powder,” and accommodative debt markets, M&A activity surged across most sectors. Even in this supercharged deal-making environment, specialty materials have stood out as a particularly active industry from an M&A perspective. This surge in activity has been driven by strategic and financial acquirers’ desire to increase their exposure to aerospace, medical, oil and gas, and other high-growth, high-margin end-markets, as well as secular “megatrends” that drive increased adoption of composites and other specialty materials. Offering faster growth, greater product differentiation, superior pricing power (with concomitant higher margins), and lower earnings volatility, specialty materials have tremendous appeal for industrial companies. As a result, the specialty materials sector is drawing increasing attention from broad-based industrial companies with the intent on breaking into specialty materials, as well as from companies that are looking to increase their existing exposure to specialty materials.
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The Berlin Group Pty Ltd
PROJECTS Financial sponsors with differentiation attract private equity. The megatrends of increased light weighting and demand for high-performance materials create a compelling secular growth environment for financial sponsors to invest. In addition to these megatrends, the specialty materials industry exhibits several other characteristics that make the space particularly attractive to financial buyers. Specialty materials companies tend to have highly defensible businesses because of their unique materials, technologies, or process capabilities. Relative to other industrial companies, specialty materials businesses tend to exhibit higher margins and stronger cash flows. Opportunities for sellers, challenges for buyers, the current M&A dynamics in specialty materials have created powerful opportunities for sellers and distinct challenges for buyers. The sellers that have received the strongest valuations have been the ones with differentiated products, technologies, and processes that create increased protection from competition, and significant exposure to high-growth end-markets where adoption of specialty materials is rapidly increasing.
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The Berlin Group Pty Ltd
PROJECTS Companies displaying differentiation and access to attractive high-growth end markets, such as aerospace, oil and gas, and medical, have been able to command premium valuations as strategic and ďŹ nancial acquirers increasingly turn their attention to specialty materials. Demand for higher strength, lighter-weight materials in the energy and building, and general industrial markets will drive composites growth in these markets. Continued trends toward automation, streamlining of composite manufacturing methods, and the development of new material forms will make composites more user and environmentally friendly and cost-effective, driving increased demand in existing markets and making them even more attractive to industrial and consumer-driven end-markets. The Berlin Group Pty Ltd and its Joint Venture Partners have achieved with increasing pressure, to provide a complete, vertically integrated, material/product solution. Smaller composites players are looking to gain scale, broaden their end–markets, and provide an increasing proportion of the composites value chain. We expect larger strategic buyers may also use acquisitions to expand into higher-growth end-markets to access new, unique materials and process technologies, and control more of the supply chain.
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The Berlin Group Pty Ltd
PROJECTS The automotive end-market is one of the fastest-growing end-markets for composites, so will the housing market with Berlin Group Pty Ltd productions coming on stream. Approximately 82% of investment transactions in this sector involve strategic buyers. There are several large, public consolidators in the sector, as well as numerous private equity backed corporations that are aggressively looking to expand their materials portfolio or process capabilities or to accelerate growth, often through increased exposure to fast-growing end-markets. Specialty materials businesses with exposure to higher-growth end-markets such as oil and gas, aerospace, and building materials which are the most attractive targets, gains meaningful attention and high multiples. In addition to the large number of strategic consolidators in the sector, specialty materials are an attractive sector for ďŹ nancial buyers. Financial sponsors tend to be attracted to the defensible nature of these businesses given the unique materials, technology, or process capabilities. Many of these businesses can also have exposure to relatively higher-growth or higher-margin end-markets, in addition, given that the margin proďŹ le of these businesses is generally higher than the average industrial business, cash ow tends to be strong.
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The Berlin Group Pty Ltd
PROJECTS The chart below highlights selected ďŹ nancial sponsors that we have noted to be more active in the specialty materials sector, along with current and former relevant investments.
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The Berlin Group Pty Ltd
PROJECTS MANUFACTURING PLANTS HAVE BEEN DESIGNED WITH A FOCUS ON EFFICIENCY.
Providing inexpensive, modular housing to accommodate low income earners and third world countries, can now become a reality. This in conjunction with the ocean clean-up process with its joint venture partners is only a fraction of the research and development which is being conducted in other areas of the recycled land ďŹ ll market. With production facilities ear-marked for, PAGE - 1 5
The Berlin Group Pty Ltd
PROJECTS UNITED STATES- ALABAMA
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The Berlin Group Pty Ltd
PROJECTS AUSTRALIA- GEELONG
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The Berlin Group Pty Ltd
PROJECTS GERMANY- SASS NITZ
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The Berlin Group Pty Ltd
PROJECTS It really is a ground floor opportunity for private investors to secure a solid return from the investment into a growth market, whilst delivering affordable housing to those that can’t afford housing, Cleaner oceans and an overall better environment. In closing, the Berlin Group Pty Ltd, will be using various funding avenues such as; Equity crowd funding, Convertible Bond issue, Institutional Debt funding, Equity/Private Funding, Underwriter & Reinsurer. Bitcoin Automated Investment Bot To secure the assets required and to comply with its Joint Venture arrangements in fulfilling its obligations to undertake its stake within the projects outlined.
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The Berlin Group Pty Ltd
CORPORATE REVENUE The company currently has various income streams they are:
1. Coffee Distribution 2. Research and Development Grants 3. Private Equity Investment 4. Joint Venture Lines of Credit For the financial Year ending 30/6/2018, Current disclosable financials omitted from any Non-Disclosure Agreement are as follows
PROFIT AND LOSS SUMMARY 30/6/2018 Income/Sales: Sundry Income: Investment Income
$14,445,000.00
Total Gross Profit Expenses: Wages Development Costs Interest Directors Drawings Travel Insurances Purchases Non-disclosable Expenses (NDA Protected) Total Expenses
$109,397,540.00
Net Profit
$ 25,086,307.00
$172,540.00 $94,780,000.00
$24,067,458.00 $2,208,000.00 $5,640,000.00 $775,000.00 $188,400.00 $222,375.00 $16,655,000.00 $34,555,000.00 $84,311,233.00
The Company is moving to make available more financial disclosure as it becomes available. Figure produced by Oakwood Partners Pty Ltd.
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The Berlin Group Pty Ltd
THE FUTURE The company maintains its commitment to deliver the projects which are currently on the table. The recycle market has many aspects and its these aspects that the company wants to add as synergies to its business. The company will maintain its current investment and revenue portfolio and look to expand that as capital becomes available. The Introduction of fund raising via the introduction of Bitcoin is a new method for the company. It is these innovative concepts that the Berlin Group will continue to utilise to expand its investor capital raising methods. With its “The Recycle Bot “in its early stages, Berlin Group looks to introduce Litecoin and Ethereum Bots to its Crypto Currency portfolio. The introduction of “The Recycle Bot “gives credit that The Berlin group are innovative and open to diversification in any market it wishes to explore. Renewable Energy, the reduction of Land fill, and the introduction of construction materials from recycled products are just a small portion of the total market available. It is these markets that The Berlin Group will explore.
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The Berlin Group Pty Ltd
CONCLUSION The Corporate world makes it difďŹ cult to produce information on everything that the company does. Organisations protect information to safeguard investments, ideas, intellectual property, and future trading. The Berlin Group totally understands that potential investors want to see the ABC of the company and it hopes that the content supplied gives insight into the functioning, ďŹ nances and future of the company. We Sincerely hope that it can assist you in your decision-making process to either invest or not in the company. If you choose not to invest, The Berlin Group thanks you for taking the time to consider or crusade to clean up the planet and give people the opportunity to have somewhere to call home. For those of you who have invested in the company, I invite you to join the various groups to keep up to date with regular information that we will provide. There are exciting times ahead and I hope that you can enjoy the journey with me as we make a difference to the world.
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The Berlin Group Pty Ltd
Sincerely Yours JOACHIM PYDDE Director/CEO Berlin Group Pty Ltd
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