EUROPE’S BIGGEST ORGANIC FOOD PRODUCER FROM FIELD TO SHELF AUGA GROUP AB JULY 2018 2018
DISCL SCLAIMER AIMER This document has been prepared jointly by AUGA Group AB (“Company”) and AS LHV Pank (“LHV”), together called the “Parties”, for informational purposes only. This document does not by any means constitute an offer or a solicitation, nor a recommendation to purchase or sell securities, commodities, currencies or other investments referred to herein. This document does not constitute independent investment advice. The document belongs to the Parties. The information contained in this document has been compiled from published sources which the Parties believe to be reliable and accurate and in good faith. The Parties are not responsible for any decisions taken by third parties on the information provided in this presentation. The information provided herein cannot be the basis for any subsequently concluded agreement. Although carefully verified, the Parties make no representations or warranties of any kind, expressed or implied, about the completeness, accuracy, reliability or suitability with respect to the information contained herein. Any reliance placed on such information is therefore strictly at the risk of the reader. In no event shall the Parties be liable for any loss or damage including direct, indirect, consequential loss or damage arising in connection with the use of the information contained herein. The Parties shall also assume no other obligations or liability of whatever nature in connection with this material, such as for example an obligation to ensure the offering and issue of any securities or an obligation to update this information should the underlying circumstances change, etc. No respective claims can be brought against any of the Parties in connection with the information contained herein. This document contains forward-looking statements that are based on the Parties’ expectations, estimates, projections and assumptions. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Forward-looking statements are made and based on information available to the Parties on the date of this document. The Parties do not assume, and expressly disclaim, any obligation to update this information, nor do the Parties take any responsibility to guarantee any result predicted in this document to become actual. The information of this presentation does not encompass all the information, disclosed by the Company and should be read together with the Company‘s publicly announced financial information and prospectus of public offering. The financial data provided should be evaluated together with the financial statements and prospectus of public offering. The data presented reflect the situation for a past periods of time and results for a past period are not reliable indicator of future performance. No investment decision shall be based on this material. In connection with a potential capital raising, the Company has published a prospectus according to applicable laws and regulations. In any case, investments into shares of the Company are associated with investment risk. The value of the Company‘s shares can both rise and fall, and the investor may recover less than invested or even lose the entire invested amount. Past financial results of the Company do not guarantee future performance. 2
AG AGENDA NDA 1. Offering termsheet 2. Executive summary Presented by 3. Company highlights Kęstutis Juščius 4. Transformation to organic farming The Chairman of the Board 5. Planned activities 6. Organic world 7. Corporate governance and share details 8. Company financials Linas s Bulzgy gys Board Member, CEO 9. Appendices 3
OFFERING TERMSHEET OFFERING SIZE Using mid-point of the price range, expected net proceeds for AUGA – up to EUR 18,200,000. OFFER SHARES Up to 40,000,000 newly issued ordinary registered shares. Up to 40,000,000* existing ordinary registered shares. Total number of offered shares: up to 80,000,000*. * The number of existing ordinary registered shares was increased by 20,000,000 shares after the July 16th extraordinary general meeting of shareholders. For more information see the first supplement of the prospectus. OFFER PERIOD Offering starts: July 3, 2018 at 09:00 Lithuanian time Offering ends: August 17, 2018 at 15:30 Lithuanian time **The Management Board decided to extend the offering (second supplement) on account of the execution of a Framework Agreement with the European Bank for Reconstruction and Development (“EBRD”) . This event coincided with the height of the vacation period so it was decided to provide more time for investors to absorb the news. ELIGIBILITY Public offering in Lithuania. Private placement according to legislation where allowed. Institutional and/or qualified Investors. ALLOCATION, SETTLEMENT Allocation: on or about August 20, 2018. AND TRADING Settlement: on or about August 23, 2018. Trading in new shares is expected to commence on Nasdaq Vilnius and Warsaw Stock Exchange on or about August 30, 2018.** CONDITIONAL MOVE TO On June 26, 2018 Nasdaq Vilnius announced a decision of conditional admission of AUGA ´ s new shares and move of NASDAQ BALTIC MAIN LIST existing shares to the Nasdaq Baltic Main List if certain conditions are met. LOCK-UP The selling shareholder (i.e. Baltic Champs Group UAB holding 88.13% of all shares prior to the offering) signed lock-up agreement for 24 calendar months from the settlement date. *The Prospectus and both supplements are available here: https://www.lb.lt/en/list-of-approved-prospectuses-in-accordance-with-article-13-of-directive-2003-71-ec ** Management Board announcement: https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=848837&messageId=1067661 4
OFFERING PRICE RANGE PRICE RANGE, NOMINAL Price ce range EUR 0.45-0.50 0.50 VALUE AND VWAP Nominal value: EUR 0.29 VWAP (12 months): in Vilnius EUR 0.5013, in Warsaw PLN 1.6673 (EUR 0.3938). VWAP (6 months): in Vilnius EUR 0.5372, in Warsaw PLN 1.658 (EUR 0.3929). LATEST SIGNIFICANT In December 2016, the Group’s major shareholder Baltic Champ Group, UAB increased its stake in AUGA group from TRANSACTION 51.56% to 88.13% by acquiring the shares of significant minority for the average price of EUR 0.61 per share. Share price development of AUGA group 5 *The Prospectus and both supplements are available here: https://www.lb.lt/en/list-of-approved-prospectuses-in-accordance-with-article-13-of-directive-2003-71-ec
EXECUTI ECUTIVE VE SUMMARY ARY With 38,000 ha under management, AUGA is the largest vertically integrated • organic agriculture company in Europe AUGA controls all processes from seed to final product • Overview Considering equity capital injection for development of recent acquisitions and • new investment projects: poultry, dairy, biogas, other technologies Large scale organic supply from one source with full traceability • Wide range of organic commodities and end-consumer products • Certified with the EU Organic, USDA, BRC, Kosher, Global GAP • Key strengths Experienced and skilled management • Strong R&D • Focus only on organic and sustainable food production • Achieve efficiency by utilizing scale of operations, synergies among different • agricultural sectors and applying latest scientific knowledge to improve all Strategy production processes Grow share of value-added end-consumer products using proprietary and • contracted manufacturing, with full process control from field to shelf Growing global organic market • Investment Healthy and sustainable food trends, driven by new consumer generation • opportunity Unique company know-how and operational set-up • Vertical integration backed by economies of scale • 6
COM OMPANY PANY HI HIGHLIGHTS HLIGHTS 2017 gross profit by segment 2017 sales by segment Main revenue stream is generated by 3 segments: • Total: EUR 14.9 million Total: EUR 48.8 million Mushrooms 1% mushrooms, agriculture (crops) and milk sales 7% 3% 0% Gross profit mainly comes from agricultural business • 19% Agricultural segment (around 89%) sales Company is export oriented; ca. 80% of sales are export • Milk and cattle End-consumer products comprise significant part of sales • 52% sales Financi nancial Overv ervie iew 29% Other revenues EURm 2015 2016 2017 2017Q1 2018Q1 89% Revenue 47,4 39,6 48,8 12,1 11,5 2017 sales geography 2017 sales by markets Gross profit 10,4 10,8 14,9 2,2 1,7 EBITDA* 12,7 11,2 14,2 10,8 13,8 20% EBITDA** 10,7 9,6 13,2 9,3 12,7 Net profit 5,6 2,1 5,0 0,02 0,6 45% Net debt 42,6 30,3 42,9 35,7 53,6 55% EBITDA* - net cash flows from operating activities eliminating adjustments for loss (gain) on change in fair value of biological assets, changes in working capital, income tax paid, interest received, interest paid. Changed in 2017, AUGA 80% will use this formula in the coming reporting periods. This was done to align the approach used by lenders for setting loan covenants. 2017Q1 and 2018Q1 represent data for 12 months period ended on March 31. EBITDA** is calculated as profit before interest, corporate income taxes, depreciation and amortization in addition to Commodity End-user eliminating one-off effects to net profit. 2017Q1 and 2018Q1 represent data for 12 months period ended on March 31. Lithuania Export (incl. traders) 7
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