Strategic Acquisition of Daniels Health Australia and Entitlement Offer 26 October 2016 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Important Notice and Disclaimer This investor presentation (“ Presentation ”) has been prepared by Tox Free Solutions Limited (ABN 27 058 596 124) (“ Toxfree ”). This Presentation has been prepared in relation to a pro-rata non- renounceable entitlement offer of new Toxfree ordinary shares (“ New Shares ”) to be made to: eligible institutional shareholders of Toxfree (“ Institutional Entitlement Offer ”) and eligible retail shareholders of Toxfree (“ Retail Entitlement Offer ”), under section 708AA of the Corporations Act 2001 (Cth) (“ Corporations Act ”) as modified by ASIC Corporations (Non- Traditional Rights Issue) Instrument 2016/84 (together, the “ Entitlement Offer ”). Summary Information This Presentation contains summary information about the current activities of Toxfree and its subsidiaries as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete. This Presentation does not purport to contain all the information that an investor should consider when making an investment decision nor does it contain all the information which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Toxfree’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. To the maximum extent permitted by law, Toxfree, Morgan Stanley Australia Securities Limited (the “ Lead Manager ”) and their respective affiliates and related bodies corporates, officers, employees, partners, agents and advisers make no representation or warranty (express or implied) as to the currency, accuracy, reliability or completeness of the information in this Presentation and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence). Not an Offer This Presentation is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (“ ASIC ”)). The Presentation is not and should not be considered an offer or an invitation to acquire entitlements or New Shares or any other financial products. This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in 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 off ered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which Toxfree has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. This Presentation may not be distributed and the New Shares may not be offered or sold, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, except to an “accredited investor” or “permitted client”, as the case may be, as defined under applicable law, in the Province of Ontario or Québec. The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Not Financial Product Advice This Presentation does not constitute financial product or investment advice (nor tax, accounting or legal advice) nor is it a recommendation to acquire entitlements or New Shares and does not and will not form any part of any contract for the acquisition of entitlements or New Shares. This Presentation has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. Toxfree is not licensed to provide financial product advice in respect of Toxfree shares. Cooling off rights do not apply to the acquisition of New Shares. 2 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Important Notice and Disclaimer (cont’d) Financial Data All dollar values are in Australian dollars (“ A$ ”) and financial data is presented as at 30 June 2016 unless otherwise stated. Investors should note that this Presentation contains pro forma financial information. Pro forma financial information has been prepared b ased on Toxfree’s financial statements and Daniels’ financial information. Daniels’ financial information is based on an aggregation of financial information extrac ted from the audited statutory financial statements of Daniels Health Pty Ltd for the respective periods presented, as well as financial information related to Daniels Manufacturing Australia Pty Ltd, Daniels FMD Pty Ltd, and the 50% share in Sharpsmart NZ Ltd, which has been extracted from unaudited management accounts for the respective periods presented. It includes adjustments relating to the acquisition of Redlam Waste Services, removal of corporate and other recharges to reflect the business on a standalone basis and the removal of one-off and abnormal items. The Pro forma historical combined income statement and pro forma balance sheet has been prepared based on Toxfree’s financial information for the year ended 30 June 2016 and Daniels’ financial information for the year ended 30 June 2016. Financial information included in this Presentation includes pro forma adjustments. Refer to page 52 for Basis of Preparation. Investors should also note that this Presentation does not include financial statements of Daniels. The pro forma historical financial information has been prepared by Toxfree in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and accounting interpretations. Investors should also note that the pro forma historical financial information does not purport to be in compliance with Article 11 of Regulation S-X of the Rules of the U.S. Securities and Exchange Commission. The financial information has been prepared in accordance with the measurement and recognition requirements prescribed by Australian Accounting Standards. This Presentation includes certain financial measures that are “non - IFRS financial information”. These measures include: underlying EBITDA, underl ying EBIT, underlying NPAT, EBITDA and EBIT, cash EPS and TERP. This financial information is unaudited. Effect of Rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. Investment Risk An investment in Toxfree shares is subject to investment and other known and unknown risks, some of which are beyond the control of Toxfree including possible loss of income and principal invested. Toxfree does not guarantee any particular rate of return or the performance of Toxfree, nor does it guarantee the repayment of capital from Toxfree or any particular tax treatment. In considering an investment in Toxfree shares, investors should have regard to (amongst other things) the risks outlined in Section 7 of this Presentation. 3 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
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