Recommended Acquisition of Networkers International plc Presentation to Analysts & Investors

Transcription

1 Recommended Acquisition of Networkers International plc Presentation to Analysts & Investors 28 January 2015

2 Disclaimer THIS PRESENTATION IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES. IT IS SOLELY FOR USE AS AN INVESTOR PRESENTATION AND IS PROVIDED FOR INFORMATION PURPOSES ONLY. THIS PRESENTATION DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS MATERIAL TO AN INVESTOR. BY ATTENDING THE PRESENTATION AND/OR READING THE PRESENTATION SLIDES YOU AGREE TO BE BOUND AS FOLLOWS: This presentation is provided in connection with the proposed acquisition (the Acquisition ) of Networkers International plc ("Networkers") by Matchtech Group plc ("Matchtech"), and does not purport to deal with all aspects and details regarding the Acquisition. Accordingly, neither Matchtech, nor any of its subsidiaries (together the Matchtech Group and, as enlarged by Networkers and its subsidiaries following the Acquisition, the Enlarged Matchtech Group ), affiliates, directors, officers, employees or advisers nor any other person makes any representation, warranty or undertaking, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information contained in this presentation or of the views given or implied or any other material discussion in connection with this presentation. This presentation has been prepared solely for information purposes from information supplied by Matchtech. Neither Matchtech nor any of its affiliates, directors, officers, employees or advisers nor any other person shall have any liability whatsoever (in negligence or otherwise) for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this presentation or its contents or otherwise arising in connection therewith. This presentation does not constitute or form part of and should not be construed as an offer or invitation for the sale or subscription of any securities of Matchtech, and neither this presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Before entering into any transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax and accounting consequences. This presentation does not disclose all the risks and other significant issues related to an investment in any securities/transaction. No action has been taken or will be taken that would permit a public offering of any securities in any jurisdiction in which action for the that purpose is required. No offers, sales, resales or delivery of any securities or distribution of any offering material relating to any such securities may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws or regulations. Certain information included in this presentation has been sourced from publicly available third party information. Matchtech makes no representation or warranty regarding the accuracy, completeness or timing of such third party information. Matchtech does not endorse, approve or adopt such third party information in any fashion, and the relevant third parties did not participate in the creation of this presentation. No statement in this presentation is intended as a profit forecast or estimate of the future financial performance of Matchtech, Networkers or the Enlarged Matchtech Group following completion of the Acquisition for any period unless otherwise stated. Furthermore, no statement in this presentation should be interpreted to mean that: (a) earnings or earnings per share for Networkers for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Networkers; or (b) earnings or earnings per share for Matchtech for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Matchtech. This presentation contains certain forward-looking statements with respect to Matchtech and Networkers. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, aim, will, may, would, could or should or other words of similar meaning or the negative thereof. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Matchtech Group or Networkers; and (iii) the effects of government regulation on the business of the Matchtech Group or Networkers. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements which refer only to the position as at the date of this presentation. All subsequent oral or written forward-looking statements attributable to Matchtech or Networkers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of Matchtech or Networkers undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. 1

3 Overview

4 Overview Recommended offer of 67.4p per Networkers Share 33.4p in Matchtech Group plc Shares (representing c.17.9% of enlarged ISC) 34p in Cash Representing a 22.5% premium on Networkers closing share price on 27 January Total consideration of c. 57.9m (1), with deal costs of c 2.7m Networkers is a specialist recruitment group with significant international presence Core end-user markets Telecoms, Technology and Energy & Engineering c.70% of NFI generated outside the UK (2) Strong strategic and cultural fit between the businesses Focused on common and related end-user markets Transaction is aligned with Matchtech s international development strategy Expected to be earnings enhancing in the first full year post acquisition (3) (1) Based on 84.1 million shares in issue plus 1.9 million vesting share options at a 67.4p per share offer price (2) See slide 24 for further analysis (3) This should not be construed as a profit forecast or interpreted to mean that the future earnings per, profits, margins or cashflows of the Combined Group will necessarily be greater than the historic published figures 3

5 Information on Networkers

6 Networkers Net Fee Income Networkers International plc Telecoms 46% Technology 38% Energy & Engineering 16% Source: Networkers interim results presentation for the period to 30 June

7 Networkers at a glance Source: Networkers interim results presentation for the period to 30 June

8 Networkers international network Source: Networkers interim results presentation for the period to 30 June

9 Strategic Rationale

10 Our 2017 vision Market leading specialist recruiter Employer of choice Best partner to clients & candidates Rapidly developing international business Premium stock for investors 9

11 Compelling strategic rationale Market Leading Accelerates our 2017 Vision to become market leading specialist recruiter Opportunity to expand into attractive adjacent markets Specific focus on complementary and converging skills in: Engineering Technology Telecoms Source: Illustrative combined results based on Matchtech reported NFI in year to 31 July 2014 and Networkers reported NFI in H1 results to 30 June H2 performance in the year to 31 December See Appendix for detailed calculations 10

12 Compelling strategic rationale - International Accelerates international growth plans Creates a more geographically balanced business Scale in fast growing international markets Source: Illustrative combined results based on Matchtech reported NFI in year to 31 July 2014 and Networkers reported NFI in H1 results to 30 June H2 performance in the year to 31 December See Appendix for detailed calculations. 11

13 Compelling strategic rationale - Balanced & Experienced Increased scale Improved balance to business Complementary KPI s Cash generative Experienced management team Source: Illustrative combined results based on Matchtech reported NFI in year to 31 July 2014 and Networkers reported NFI in H1 results to 30 June H2 performance in the year to 31 December See Appendix for detailed calculations. 12

14 Compelling strategic rationale - Accelerating the strategy Sharpening focus Recruitment teams aligned to clearly defined industry sectors Skill specific teams working with clearly defined talent pools Sector convergence Digitization is creating further opportunities Well placed to capitalise on converging skill sets in TMT & Engineering Move up value chain Networkers operating at higher price points than Matchtech International placements demand higher price Going global Networkers has existing international infrastructure Lowers cost, risk and time profile of international expansion Enhanced proposition Contractors: UK engineers highly valued throughout the world Clients: Enhanced ability to fill global project requirements 13

15 Combined business

16 Pro forma combination Matchtech (1) Networkers (2) Combined (3) Revenue 451m 163m 614m Contract NFI 32.8m 20.5m 53.3m Contract Margin % 7.5% 13.2% 9.0% Perm Fees 12.2m 7.7m 19.9m Total NFI 45.0m 28.2m 73.2m Gross Margin % 10.0% 17.3% 11.9% EBITA 13.6m 6.4m 20.0m NFI Conversion % 30% 23% 27.3% (1) Matchtech reported NFI in year to 31 July 2014 (2) Networkers reported NFI in H1 results to 30 June H2 performance in the year to 31 December 2013 (3) Illustrative combined results 15

17 Combined Group overview 584 Top 5 UK IT/TELECOMS Recruiter Specialist* 9,000 4,000 over Offices 12 Countries 5 Continents Source: Illustrative combined results based on Matchtech reported NFI in year to 31 July 2014 and Networkers reported NFI in H1 results to 30 June H2 performance in the year to 31 December 2013 *Recruitment International Top 250 Report Volume

18 New Banking Facilities Cash consideration funded from new HSBC term loan facility of 30m 3 year term Margin over LIBOR between 1.0% and 3.0% based on Leverage Ratio Matchtech current Invoice Discounting Facility reduced by 15m; this scales back up to existing level of 60m when term loan is repaid Matchtech net debt of 3.1m as at 31 July 2014; Networkers net debt of 10.7m (1) as at 31 December 2014 Robust capital structure underpinning future performance 0 10m 20m 30m 40m 50m 60m 70m 80m 90m 95m Current HSBC Facilities Networkers Invoice Finance Matchtech Invoice Finance Agreed New Facilities Networkers Invoice Finance Matchtech Invoice Finance Matchtech Acquisition Term Loan (1) 5.7m at 30 June 2014, 5m increase announced as at 31 December

19 Management Board Board of Directors Combined Group Management Structure Ric Piper Interim Non-Executive Chairman (formerly Senior Independent NED) Tony Dyer Group CFO Brian Wilkinson Group CEO Keith Lewis COO (Matchtech) Stephen Burke Independent NED Rudi Kindts Independent NED Richard Bradford Independent NED George Materna NED Roger Goodman Independent NED (current non-executive Chairman of Networkers) Tasked with developing and delivering the strategy for the Combined Group Tony Dyer Group CFO Brian Wilkinson Group CEO Keith Lewis COO (Matchtech) Spencer Manuel CEO (Networkers) Jon Plassard CFO (Networkers) 18

20 Integration plan Networkers will retain its brand at an operating level Matchtech and Networkers are a natural fit, with limited client crossover Market opportunities will be examined in greater detail post completion Potential synergies will be assessed over the coming months Combined Group will adopt Matchtech s accounting policies and financial year-end to 31 July We are confident that the integration of the two businesses can be achieved without any significant underlying disruption of operations 19

21 Expected Timetable Announcement of Firm Offer 28 January 2015 Posting of Scheme Doc 12 February 2015 Networkers shareholder meeting 9 March 2015 Court hearings 30 March and 1 April 2015 Effective date of completion 2 April Dispatch of cash consideration by 16 April year lock-up for Spencer Manuel and Jon Plassard Note - transaction conditional on 75% approval of Networkers shareholders, 72.9% of irrevocable undertakings have been received from directors and major shareholders 20

22 Current trading and outlook

23 Current trading and outlook NFI in 2015 H1 up 2%. Engineering up 6%, Professional Services down 5%. Engineering has seen continued strong demand for contractors Infrastructure and the Power & Nuclear markets up Oil & Gas and Maritime down somewhat Engineering permanent up 22% on last year especially Infrastructure, General Engineering and Maritime Professional Services down due to an underperformance in Professional Staffing Overall, the Board expects the results for the full year to be in line with its expectations 22

24 Appendix

25 Combined Group NFI analysis Networkers NFI, m Matchtech NFI, m FY 2013 (1) H (2) H H (2) 12m to FY 2014 (4) 30/06/14 (3) Combined NFI (5) m % Type Perm % 26% 26% 26% 28% 27% 27% Contract % 74% 74% 74% 72% 73% 73% Total % Sector IT & Technology % Telecoms % Engineering & Energy % Professional Staffing % Total % Geography International % 71% 70% 72% 68% 70% 1.5% UK % 29% 30% 28% 32% 30% 98.5% Total % (1) Networkers annual report year ending 31 December 2013 (2) Networkers interim report period ending 30 June 2014 (3) Sum of H and H to give 12m performance to 30 June 2014 (4) Matchtech annual report year ending 31 July 2014 (5) Sum of Networkers 12m to 30 June 2014 and Matchtech year to 31 July

26 Sources and Uses (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) Unless otherwise stated, financial information concerning Networkers has been extracted (without material adjustment) from Networkers 2013 Annual Report. Unless otherwise stated, financial information concerning Matchtech has been extracted (without material adjustment) from Matchtech s 2014 Annual Report. As at the close of business on 27 January 2015, being the latest practicable date before the date of this Announcement, Networkers had 84,056,832 Networkers Shares in issue and Matchtech had 24,966,817 Matchtech Shares in issue. The value of the Acquisition is based upon the cash consideration due under the terms of the Acquisition and on the basis of the issued and to be issued share capital of Networkers referred to in paragraph (vi) below and references to the fully diluted share capital of Networkers should be construed accordingly. The maximum number of New Matchtech Shares to be issued pursuant to the Acquisition is 5,439,90 New Matchtech Shares. The calculation of the maximum number of New Matchtech Shares to be issued in respect of the Acquisition is based upon the average of the Closing Price per Matchtech Share for the ten (10) Business Days ending on 27 January 2015, being the last practicable date before the date of this Announcement. The issued and to be issued share capital of Networkers is calculated on the basis of: the number of issued Networkers Shares on 27 January 2015, being the last practicable date before the date of this Announcement, being 84,056,832 Networkers Shares (excluding shares in Treasury); and any further Networkers Shares which are intended to be issued (or transferred from Treasury) on or after the date of this Announcement on the exercise of options under the Networkers Share Schemes, which options have been granted on or before the date of this Announcement, amounting in aggregate to 1,930,097 Networkers Shares (excludes further options in respect of 2,972,913 Networkers Shares which are not anticipated to be exercised under the terms of the Acquisition). Unless otherwise stated, all prices for Networkers Shares and Matchtech Shares are the Closing Price for the relevant dates. The premium calculations per Networkers Share have been calculated with reference to: the Closing Price of 55.0 pence per Networkers Share on 27 January 2015, being the last practicable date before the date of this Announcement; the average Closing Price of 52.4 pence per Networkers Share for the one (1) month period immediately preceding 27 January 2015, being the last practicable date before the date of this Announcement; and the average Closing Price of 55.9 pence per Networkers Share for the twelve (12) month period immediately preceding 27 January 2015, being the last practicable date before the date of this Announcement. The statements that the Acquisition is expected to be earnings enhancing for Matchtech relates to future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. These statements do not constitute a profit forecast and should not be interpreted to mean that earnings for that year or any subsequent financial period would necessarily match or be greater than those for any preceding financial period. Earnings in this context represent net after tax earnings before non-recurring operating items and nonoperating items. Adjusted profit before tax means profit before tax and amortisation of acquired intangibles. Adjusted EPS means EPS excluding amortisation of acquired intangibles. 25