COMPANY PROFILE
Level 1 The Esplanade Paradise Point QLD 4216 1300 727 965
info@wraithcapitalgroup.com
www.wraithcapitalgroup.com
ABN 40 853 995 182
Contents About Wraith
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IPO - Project Management
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Backdoor Listings
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Business Investment & Seed Funding
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Mergers & Acquisitions
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Sale Process & Buy Process
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Property Development Investment & Funding
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Key Personnel
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Track Record - Private & Public
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Driving Financial Success
About Wraith Wraith Capital Group is a boutique corporate advisory firm providing a range of services including Initial Public Offering (IPO) project management and acquisition advice to private and publicly listed companies. With years of combined corporate experience, Wraith Capital Group blends expertise, knowledge and leadership to provide practical assistance to Boards, Private Directors, CEO’s and Senior Management to identify opportunities for business improvement to enhance shareholder value and to implement a range of corporate transactions for further growth. Wraith Capital Group aims to exceed expectations by ensuring:
Wraith Capital Group’s ability to effectively deliver in a corporate capacity while providing practical assistance is underpinned by a core value of working together with our clients. It is this ethos and our impeccable reputation that attracts clients to our firm. Above all, our priority is to serve the needs of our partners. This commitment is reflected in a culture that values integrity, professionalism and a passion for excellence.
• Timely responses; • High level of advisor-to-client contact time; • A practical approach and hands-on operating style; • Deep understanding of the industry our clients operate in; and • A strong focus on understanding our clients’ culture and how their business operates.
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IPO - Project Management The decision to proceed with an Initial Public Offering (IPO) is a significant one for any company. Once the decision to undertake an IPO has been made, there are a large number of matters that must be addressed in a short period of time for the IPO to be a success. Setting aside the expertise required to achieve success in an IPO, the time commitment required is quite often beyond the resources of a private company. As such it is important for a prospective IPO company to engage an advisor that can efficiently create and manage an IPO timetable. Wraith Capital Group can provide you with advice and assistance in connection with your IPO including: • Project management of the entire IPO process; • Co-ordinating the overall marketing effort of the IPO, assessing market implications and assisting with financial analysis of the IPO; • Assisting with transaction and corporate structuring to facilitate an efficient IPO; • Management of any acquisitions which are to occur in conjunction with the IPO; • Assistance with the engagement of capital raising firms and professional advisers;
• Roadshow and investor presentation management; • Engagement of lawyers and independent experts for the purpose of providing professional transaction advice and reports for inclusion in the Prospectus (IGR, IAR, IER); • Liaising with and co-ordination of ASIC and ASX matters arising as part of the IPO; • Preparation of and reviewing the prospectus and investor presentations for the capital raising; • Assistance with recruiting board members and executive personnel suitable for a publicly listed company; and • Providing you with continuing support and advice as is necessary.
• Participating in the due diligence process including representation on the due diligence committee;
Backdoor Listings
Once a decision to go public has been made, an Initial Public Offering (IPO) is not always the best path to follow. Backdoor listings (or reverse takeovers) are sometimes a more suitable course to take. Backdoor listings can offer benefits associated with capital structure flexibility, cost, speed to market, escrow provisions and other matters. Wraith Capital Group can provide you with advice and assistance in connection with your backdoor listing including: • Capital raising; • Identifying suitable listed structures for backdoor listings; • Negotiations regarding pricing and structuring; • Management of the backdoor listing process; • Acting as an observer on the due diligence committee to ensure any significant items of interest to you are identified and communicated effectively to your board;
• Engagement of lawyers and independent experts for the purpose of providing reports for inclusion in the prospectus (IGR, IAR, IER); • Liaising with and co-ordination of ASIC and ASX matters arising as part of the backdoor listing; • Preparation of and reviewing the prospectus for the capital raising; • Roadshow and investor presentation management; and • Providing you with continuing support and advice as is necessary.
Business Investment & Seed Funding Wraith Capital Group’s executive team have developed a strong track record over several decades in starting, running and investing in successful businesses across a variety of sectors. The Wraith team are always actively seeking investment opportunities in:
Wraith considers a variety of different funding options when investing in businesses. These include:
• Start-up businesses in all sectors;
• Senior debt funding;
• Joint ventures;
• Established businesses with requirements for immediate capital for further growth; and
• Mezzanine debt funding;
• Placements; and
• Equity funding;
• Expert consulting.
• Established businesses seeking pre-IPO funding.
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Mergers & Acquisitions (M&A) Wraith Capital Group are experts in the middle M&A advisory space, including restructures, sell-side and buy-side advice. Wraith Capital Group can provide you with advice and assistance in connection with your acquisition plans, including: • Assisting you with the definition and implementation of corporate objectives and strategies; • Business and project appraisal; • Strategic advice in respect of any merger, acquisition, divestment or trade sale plans; • Assistance in engaging and managing legal and accounting advisors for the purpose of acting on acquisitions in their usual professional capacity; • Assistance in the preparation of executive summaries and virtual data rooms; • Co-ordination of multiple interested parties throughout due diligence and site visits; • Consistent monitoring of project progress, flowing through to completion; • Assistance with post completion acquisition integration; and • Business plan and budget preparations.
By partnering with Wraith Capital Group throughout the acquisition process, you can be confident that: • We will identify the right acquisition target that enhances shareholder value and brings about real business benefits; • We will acquire the target at the right price having taken into account: the capacity to fund the acquisition, the inherent value of the company, any potential synergy benefits and any other potential bidders; • We will endeavour to consider both financial and commercial risks and if, after our due diligence process, it’s determined that you should walk away from an unfavourable deal, we will provide you with that advice with full transparency; • We will understand the terms of the contract, ensuring that the ultimate purchase price is in line with your offer and that there are no surprises identified in the final contract; • We will help negotiate reshaped or new finance facilities if needed and ensure that your company has the requisite working capital finance to fund any future growth or expansion; and • We understand and will be fully aware of: - The impact of a transaction on your financial statements; - The purchase price allocation; - Earnings per share; - Future earnings; - Balance sheet gearing; and - The impact on banking covenants and equity holders.
The following illustrates our typical sell-side and buy-side advisory processes:
Sale Process Phase 1 Financial Analysis Model the projected integrated income statement, balance sheet and cash flow of business incorporating the following features: • Business on a standalone basis; • Synergies potentially available to a selected type of purchaser; • Illustrative business valuation on a discounted cash flow basis: - Standalone; and - With synergies • Key operating metrics and financial ratios; and • Sensitivities on selected key assumptions.
Phase 2 Divestment Strategy & Information Memorandum (IM) • Set divestment strategy: - Type of buyer and approach to target; - Full or partial sale; - Vendor tax minimisation; - Sell shares or assets; - Transition plan; and - Real estate options. • Prepare IM based on information made available by business, independent research, the financial model and divestment strategy; • Prepare a double-sided flyer (without identifying business) summarising business and opportunity; and
Phase 3 Marketing
Phase 4 Due Diligence
• Develop a list of potential acquirers;
• Negotiate term sheet (where necessary);
• Create further market awareness of the sale e.g. newsfeeds, advisor/private equity alerts;
• Facilitate due diligence for preferred party/parties;
• Distribute flyers and Confidentiality Agreements to selected parties; • Distribute IM to selected parties together with details of sale process and timetable; and
• Arrange management presentations and site visits for preferred purchaser; and • Liaise with lawyers in relation to the preparation of draft sale and purchase agreements (as well as any other legal documents required).
Phase 5 Negotiations, Documentation & Closing • Assist in negotiation of final terms; • Liaise with other professional advisors as required including lawyers to execute sale, purchase agreements and other legal documents; and • Work with vendor and lawyers to satisfy conditions to closing and close deal.
• Analyse and provide recommendations in relation to indicative offers received.
• Manage limited “vendor due diligence” to identify and address potential transaction issues.
Buy Process Phase 1 Identify Potential Targets Identify potential targets through research, contact network and advertising
Phase 2 Indicative Valuation For the preferred target, prepare a high-level, indicative valuation of the target using some or all of the following methods
• Understand and develop your acquisition objectives and criteria;
• Discounted cash flow;
• Use our contact network and database to identify potential targets based on identified criteria and approach selected targets; • Advertise in relevant industry publication(s) and receive expressions of interest; • Distribute Confidentiality Agreement and questionnaire to obtain high-level financial and operating information; • Filter and report on interested parties that may meet your criteria; and • Facilitate the selection of a preferred target.
• Capitalisation of maintainable earnings; and • Net tangible assets.
Phase 3 Negotiate Term Sheet Negotiate the key terms of a transaction, in conjunction with you and your legal advisor, including:
Phase 4 Financial Due Diligence The extent of procedures and areas of focus will vary depending on whether the transaction is an asset or share purchase. A share • Transaction mechanism; purchase typically requires more extensive • Basis of pricing; due diligence than an asset purchase. We are • Role and restraints of able to perform either vendor; limited or detailed procedures, depending on • Period of exclusivity; your requirements. and
Phase 5 Negotiations, Documentation & Closing
• Subject to conditions, as appropriate.
• Work with vendor and legal advisors to satisfy conditions to closing and close deal.
Possible areas of focus may include • Quality of earnings;
• Assist in negotiation of final terms, including items highlighted by due diligence; • Liaise with other professional advisors as required, including your legal advisors, to execute sale and purchase agreements and other legal documents; and
• Quality of cash flows; • Quality of forecasts; • Quality of net assets; • Quality of human capital; and • Tax
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Property Development Investment & Funding Wraith Capital Group’s executive team and related entities have a strong track record in both managing and investing in complex, large scale property development and construction projects from initial concept to final delivery. Together they have completed development projects worth more than $250m in value. The Wraith team are actively seeking investment opportunities in property development, construction, incubation and sub-division projects that involve the development of prime real estate. Wraith considers a variety of different funding options when investing in property development projects. These include: • Senior debt funding; • Mezzanine debt funding; • Equity funding; and • Joint ventures.
Chloel Group Pty Ltd (http://www.chloelgroup.com.au), a related entity of Wraith, also provides property development and project management services.
Key Personnel CHRIS GIUFRE Wraith Capital Group draws on the wealth of in-depth and real-world experience of our Managing Director, Chris Giufre. Chris’ track record of successful industry aggregations and IPOs across various sectors and jurisdictions has resulted in Chris becoming a recognised leader in the corporate mergers and acquisitions field within Australia and New Zealand. Chris’s depth of experience ensures innovative, collaborative and holistic solutions to suit individual clients’ needs.
Recently, Chris lead the team which founded Affinity Education Group Limited, Evolve Education Group Limited, Australian Childcare Projects and Aspire2 Group Limited all of which involved large scale aggregation of multiple businesses and successful stock exchange listings or private equity investments across multiple sectors. Prior to developing his corporate advisory expertise, Chris was a successful developer of residential and commercial property throughout Queensland, specialising in boutique townhouse complexes and retail developments. Chris continues to grow his property portfolio. Chris was also the founding Director of the high-end Bambini childcare chain throughout Queensland, which delivered over 1000 childcare places, and continued to expand by 200 places per annum.
ANTHONY FORD (Juris Doctor, B. Mgt)
Anthony Ford has over 10 years experience in the corporate mergers and acquisitions field. He is a qualified lawyer, having previously worked in mergers and acquisitions for several top tier law firms. Prior to that he served as a member of the NSW police force.
During his time as a lawyer in private practice, Anthony specialised in corporate M&A transactional matters and brand protection advisory to various market leading consumer product brands. Anthony has also developed a particular expertise in advising on large scale industry aggregation M&A transactions. Over the last six years he has had significant roles (both legal and commercial) in over half a dozen industry aggregation transactions.
NICK KIRKUP (B. Bus. CA)
Nick has over 10 years experience in the financial services, audit and analysis field, and is a qualified member of the Institute of Chartered Accountants in Australia. He has previously worked at Deloitte Tohmatsu, working on the IPO of Domino’s Pizza Enterprises Ltd, as well as a number of other retail, manufacturing and mining clients.
Following this, Nick has worked in the financial analysis field for both private (VIP Petfoods Pty Ltd) and ASX listed (Virgin Australia Ltd and Affinity Education Group Ltd) companies. During this time, Nick has specialised in commercial and project analysis, including building complex models to assess the profitability of potential projects and transactions, and continued analysis of ongoing business performance.
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Track Record - Private & Public Aspire2 Group Limited Aggregation of 7 private training and tertiary education businesses in New Zealand Wraith Capital Group Joint Corporate Advisor Chris Giufre Founder and Shareholder Private equity raise completed by Archer Capital in 2015 with planned exit in three years via IPO or trade sale NZ$200m deal value
Affinity Education Group Limited Aggregation of 68 childcare businesses in Australia Wraith Capital Group Joint Corporate Advisor Chris Giufre Founder and Shareholder IPO and ASX listing in December 2013 AU$75.5m public capital raising by CBA Equities: Lead manager and underwriter AU$88.4m enterprise value day one
Australian Childcare Projects Childcare centre business and freehold premises developments Wraith Capital Group Joint Corporate Advisor Chris Giufre Founder, Shareholder and Director Private equity raise completed by Morgan Stanley in December 2014 with planned exit in three years via IPO or trade sale AU$200m progressive capital injection by Morgan Stanley over three years with target of 100 childcare centre businesses and freehold premises
Evolve Education Group Limited
Aggregation of 87 childcare businesses in New Zealand Wraith Capital Group Joint Corporate Advisor Chris Giufre Founder and Shareholder IPO and dual ASX / NZX listing in December 2014 NZ$132m public capital raising by Goldman Sachs and Forsyth Barr: Joint lead managers and underwriters NZ$186.6m enterprise value day one
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Level 1 The Esplanade Paradise Point QLD 4216 1300 727 965
info@wraithcapitalgroup.com
www.wraithcapitalgroup.com
ABN 40 853 995 182