travel ctm .com Acquisition of Westminster Travel 4 for 27 Underwritten Entitlement Offer to raise $53.3 million November 2013
Disclaimer This document is not a prospectus under Australian law and does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this document nor anything contained in it shall form the basis of any contract or commitment. It has not been lodged with the Australian Securities and Investments Commission (ASIC) and is given to the recipient for information purposes only, pursuant to section 734(9) of the Corporations Act. This document is not, and should not be construed as a recommendation by Corporate Travel Management Limited its directors, employees, officers and advisers to you to participate in the proposed Offer. Nothing in this document constitutes legal, tax or other advice. The information in this document does not take into account your investment objectives, financial situation or particular needs. Before making an investment decision, you should consider whether an investment in Corporate Travel Management Limited is appropriate in light of your particular investment needs, objectives and financial circumstances and consider obtaining professional securities advice. In all cases you should conduct your own investigations and analysis of the proposed Offer, the financial condition, assets and liabilities and business affairs of Corporate Travel Management Limited and its business, and the contents of this document. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions and conclusions contained in this document by any person. To the maximum extent permitted by law, Corporate Travel Management Limited, its related bodies corporate (as that term is defined in the Corporations Act) and the officers, directors, employees and agents of those entities do not accept any responsibility and disclaim all liability including, without limitation, any liability arising from fault or negligence on the part of any person, for any loss arising from the use of this document or its contents or otherwise arising in connection with it. This presentation contains forward-looking statements which can be identified by the use of words such as “may”, “should”, “will”, “expect”, “anticipate”, “believe”, “estimate”, “intend”, “scheduled” or “continue” or similar expressions. Any forward-looking statements contained in this presentation are subject to significant risks, uncertainties, assumptions, contingencies and other factors (many of which are outside the control of, and unknown to, Corporate Travel Management Limited and its officers, employees, agents or associates), which may cause the actual results or performance to be materially different from any future result so performed, expressed or implied by such forward-looking statements. There can be no assurance or guarantee that actual outcomes will not differ materially from these statements. This document is confidential and has been given to you solely for your information and may not be reproduced or distributed to any other person except those within your organisation. The distribution of this document in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. This document (or any copy thereof) may not be transmitted in the United States or distributed, directly or indirectly, in the United States or to any US persons, and does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, and is not available to persons in the United States or to US persons.
Highlights Corporate Travel Management Limited (“CTM” or “the Company”) has agreed to acquire 75.1% of Westminster Acquisition Travel (WT)# for A$49.2 million cash consideration The remaining 24.9% will be acquired by the two major shareholders of Westminster Travel, Dato WONG Sin Just and Mr YU Kam Kee Lawrence, MBE. Westminster Travel is a 40 year old leading travel management and services provider with offices in five Asian countries/territories - Hong Kong, Singapore, China, Macau and Taiwan In FY13 Westminster Travel achieved ^HK$52.5 million NPAT (in A$7.3m) on revenue of HK$278.5 million ^(in A$38.7m) The acquisition price reflects 7x FY13 profit before tax # (HK corporate tax rate is 16.5%) Conditions on Acquisition: WTL Shareholder approval – irrevocable undertakings have been obtained from shareholders with the voting power required to pass the resolution Approval of Travel Agents Registry of Hong Kong, Travel Industry Council of Hong Kong Fast-tracks entry into the Asian travel market, delivering an immediate mature Asian footprint in key Asian Strategic Rationale markets. Cross-sell opportunities for both businesses leading to increased market share in all CTM geographies. Business improvement opportunities for both groups through sharing of best practice systems and technology innovations. # CTM will be acquiring 75.1% of the subsidiaries of Westminster Travel Limited (WTL), which is listed on the Catalist Exchange of the Singapore Stock Exchange (SGX). 7 x PBT is for the subsidiaries of WTL ^ Exchange rate used HKD$7.2=AUD1.00
Highlights EPS accretive in FY14 based on 5 months contribution at 75.1% share EPS accretive in FY14 Subject to no accounting adjustments relating to treatment of amortisation The acquisition will be funded through an underwritten 4 for 27 Renounceable Entitlement Offer at $4.60 per Funding share to raise $53.3 million The offer price reflects a 10% discount to theoretical ex-rights price (TERP) and a discount of 11.2% to the closing price of $5.18 on Friday 15th November. Jamie Pherous will be a significant participant in the offer but is not in a position to take up his full entitlement All non-executive directors of CTM will take up their entitlements in full Trading Update FY14 guidance increased to underlying EBITDA $27m-$28m based on: WTL contribution for 5 month period (Feb-Jun14) ANZ and USA continue to trade in line with previous guidance
Agenda • Overview of Westminster Travel • Strategic rationale • Combined group overview • Entitlement Offer details • Appendix
BEST TRAVEL AGENCY HONG KONG 2013 • Established in Hong Kong in 1973 • Employs approximately 700 people across five Asian countries/territories: • Hong Kong, Singapore, China, Macau and Taiwan • One-stop travel management - corporate travel services, wholesale products and leisure travel services • Listed on the Catalist Exchange of the SGX in 2009 • Awarded Best Travel Agency in Hong Kong (four of the last six years) • 5 years compound annual growth in NPAT of 19% • Well known to CTM - worked with WT for several years including successfully winning and networking clients • Highly capable WT senior management team collectively boasts 150 years of experience in the travel industry • Skin in the Game - the two major shareholders will acquire 24.9% of the company • Website www.westminstertravel.com (click English button)
Westminster Operating Segments FY2013 Revenue Leisure Corporate Travel Wholesale • Corporate Travel Services – Corporate business travel, Meetings Incentives Conferences Events (MICE) • Wholesale – Sale of Air, Hotel, Cruise and Fully Independent Travellers (FIT) packages on behalf of suppliers to Travel Agency customers • Leisure Travel – Retail travel agency providing FIT packages, Air, Hotel and other travel related product
Track Record of NPAT Growth 60 55 50 45 40 35 HKD$m 30 52.5 25 44.3 20 39.1 15 29.6 26.3 10 5 0 FY09 FY10 FY11 FY12 FY13 Source: Westminster Travel Limited Annual Report 2013
Continuing Shareholders Dato WONG Sin Just - Non Executive Chairman WT since 2008 Mr YU Kam Kee Lawrence, BBS, MBE, JP • • Founder of SBI E2-Capital Limited Mr Yu boasts many years of Senior Management experience • • Possesses over 20 years of experience in investment banking and Currently an independent Non Executive Director of Great China venture capital. Holdings Limited and the Director of TVB Network Vision Limited • • Independent Non Executive Director of CSI Properties Limited and Previously Chairman and Executive Director of China Renji Medical China Zenith Chemical Group Limited. Group Limited, Rosedale Hotel Holdings Limited, See Corporation • Holds a Bachelor of Engineering (First Class Honours) from the Limited, Trasy Gold ex Limited, The Hong Kong Building and Loan Imperial College of Science, Technology and Medicine, University of Agency Limited, CMMB Vision Holdings Limited and Evergrande London and was qualified with the Institute of Chartered Real Estate Group Limited. • Accountants, England and Wales in 1992 as a Chartered Mr Yu was awarded the Member of the Order of the British Empire Accountant. (MBE) in June 1997. In July 1999 Mr Yu was awarded the Bronze Bauhinia Star (“BBS”). • The CTM Board is delighted to have Dato WONG and Mr YU as co-shareholders in WT • They bring experience and an extensive network in Asia which will be invaluable to WT going forward
Recommend
More recommend
