Acquisition of the ALSTOM transport business in Australia and New Zealand. Investor presentation

Transcription

1 Acquisition of the ALSTOM transport business in Australia and New Zealand Investor presentation 2 June 2005

2 Important Notice 2 DISCLAIMER This presentation has been solely prepared by United Group Limited (United Group) based on information available to it to date and contains information regarding the proposed offer by United Group of fully paid ordinary shares (Shares) as part of a proposed institutional placement (Placement). The distribution of this presentation and disclaimer in jurisdictions outside Australia may be restricted by law and any such restrictions should be observed. This presentation and the information contained in this disclaimer, 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 (as defined in Regulation S under the US Securities Act of 1933, as amended (US Securities Act)). Securities may not be offered or sold in the United States, or for the account of any person in the United States, unless the securities have been registered under the US Securities Act or an exemption from registration is available. The Shares subject of the Placement have not been and will not be registered under the US Securities Act. This presentation, including the information contained in this disclaimer, does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither the presentation, disclaimer nor anything contained in them forms the basis of any contract or commitment other than in respect of the obligations of parties who agree to accept firm allocations. This presentation does not take into account your individual investment objectives, financial situation or particular needs. You must not act on the basis of any matter contained in this presentation, but must make your own assessment of United Group and the Shares subject of the Placement and conduct your own investigations and analysis. By receiving this presentation you acknowledge and agree that you are a sophisticated investor (as defined in section 708(8) of the Corporations Act 2001 (Cth) (Corporations Act)) or a professional investor (as defined in section 708(11) of the Corporations Act) and do not need to be given a disclosure document under Chapter 6D of the Corporations Act to receive this presentation. None of UBS AG Australia Branch, its related bodies corporate, directors, employees or agents has authorised this presentation nor is responsible for the issue or making of any statements or the contents of this presentation. No responsibility for any errors or omissions from this presentation arising out of negligence or otherwise is accepted. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of information contained in this presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the presentation (forward-looking statements). Such forward-looking statements are by their nature subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions that are subject to change (and in many cases are outside the control of United Group and its directors) which may cause the actual results or performance of United Group to be materially different from any future results or performance expressed or implied by such forward-looking statements. To the maximum extent permitted by law, neither United Group nor UBS AG, Australia Branch, their related bodies corporate, directors, employees or agents, nor any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it. Photographs contained in this presentation do not depict assets or equipment owned or used by United Group or ALSTOM ANZ or activities of United Group or ALSTOM ANZ unless otherwise indicated. Diagrams used in the presentation are illustrative only.

3 Agenda 3 Acquisition of the ALSTOM transport business in Australia and New Zealand (ALSTOM ANZ) Equity placement $140 million and a Share Purchase Plan United Group performance update and outlook expects to meet or exceed market consensus EPS in FY2005 expects another year of strong growth and to exceed the long-term EPS growth target of 10-15% from existing operations in FY2006 in addition, the acquisition of ALSTOM ANZ is expected to be at least 10% EPS accretive (pre goodwill amortisation, synergies and integration costs) in FY2006

4 Transaction overview 4 United Group has agreed to acquire ALSTOM ANZ from ALSTOM ALSTOM ANZ is a leading provider of rolling stock supply and maintenance services rail and road infrastructure services Forecast EBITA for ALSTOM ANZ for 12 months to 31 March 2006 of $36.3 million 1 Strategic alliance with ALSTOM, one of the world s leading providers of rail products, services and systems Base purchase price of $267.5 million ALSTOM could receive up to an additional $30 million based on improved future financial performance; potential progressive payments over five years Notes 1. United Group management forecasts, pre synergies and integration costs. ALSTOM ANZ has historically reported on a 31 March year end basis

5 ALSTOM ANZ a logical fit with United Group 5 The Acquisition delivers large-scale growth in core areas of its business. Positions United Group as one of Australia s leading rail services companies one of Australia s leading infrastructure services companies The Acquisition represents a strong fit with United Group s acquisition strategy sector focus major metropolitan infrastructure leading market position access to leading technology recurring revenues long-term customer relationships blue chip corporate and government customers The Acquisition continues United Group s successful acquisition track record Kilpatrick Green Goninan KFPW Thames Water Australasia PREMAS

6 A company-building transaction 6 Highly attractive parameters Scale business in core areas Sale by ALSTOM required by European Commission Exclusive negotiations since January 2005 Extensive due diligence by United Group Retention of key management Synergy opportunities under United Group management strong financial outcomes Attractive price 7.4x forecast EBITA 1 EBITA of $36.3 million for 12 months to 31 March Expected to be at least 10% EPS accretive in FY pre synergies and integration costs pre goodwill amortisation Strong balance sheet post Acquisition Notes 1. Based on $267.5 million consideration 2. United Group management forecasts, pre synergies and integration costs 3. Assumes new equity proceeds from $140 million placement at underwritten floor of $8.20 per share and $10 million from a Share Purchase Plan

7 Financial overview of ALSTOM ANZ 7 ALSTOM ANZ has two key operating areas Rail Services rolling stock supply and maintenance Infrastructure Services and Maintenance mechanical, electrical and other systems for tunnels and roads railway signalling maintenance Strong growth is expected for Infrastructure Services in FY2006 Key historic financial information $ millions 12 months to 12 months to 31 March March 2005 Sales EBITA Order book 1, ,483.6 Sales by operating area 12 months to 31 March 2005 Rail $374.3 million / 77.7% Infrastructure $107.4 million / 22.3% Notes 1. Normalised earnings

8 Rail Services overview sales 1 $m % total Order book 2 $m % total Employees 1,750 Marketing and supply of ALSTOM s rolling stock products for the Australian and New Zealand markets passenger rail freight rail trams United Group will benefit from its strategic alliance with ALSTOM, one of the world s leading providers of rail products, services and systems more than 70 years experience more than 25,000 metropolitan rail cars sold trains in more than 40 cities worldwide leading designer and manufacturer of passenger trams Provision of rolling stock maintenance services Notes 1 Normalised for 12 months to 31 March At 31 March 2005

9 Melbourne rail 9 The Melbourne rail franchise was established in 2004 as a result of the restructure of the metropolitan train rail operations by the Victorian Government Head Franchise Agreement between Victorian Government and Connex Connex is one of the world s leading providers of passenger transport services and the transport division of France-based Veolia (12.6 billion market capitalisation 1 ) A joint venture owned 70% by ALSTOM ANZ and 30% by Connex provides asset management and infrastructure maintenance for the Melbourne rail franchise interacting agreements requiring cooperation between Connex and ALSTOM ANZ ALSTOM ANZ sub-contracts to provide rolling stock fleet asset management and maintenance services Melbourne rail franchise arrangements run to at least 2008 Victorian government may extend on similar terms to 2010 Notes 1. As at 31 May 2005

10 Rail Services maintenance 10 Includes Melbourne rail interests under a joint venture with Connex, the operator of Melbourne s metropolitan rail network Typically long-term contracts providing lifecycle support maintenance refurbishment overhaul Sole provider of rolling stock maintenance services to Toll New Zealand, New Zealand s largest rail operator Six key service centres in Australia Victoria: Preston, Ballarat, Southbank, Kew NSW: Milperra, Chullora

11 Melbourne rail Operating Performance Regime 11 The Operating Performance Regime (OPR) involves penalty / bonus payments based on fulfilment of government-mandated passenger service obligations sharing of penalties / bonuses by Connex and ALSTOM ANZ current penalty run rates are higher than desired United Group has agreed a risk protection mechanism with ALSTOM substantially protects United Group forecast earnings from higher than expected OPR penalties to 30 June 2008 Payment of up to $30 million of additional consideration to ALSTOM conditional on significant improvement in penalties and Franchise rollover United Group will focus on reducing OPR penalties cooperation with Connex close management by United Group with high level, dedicated management improved rolling stock performance reduced impact of one-off factors (eg introduction of new rolling stock)

12 Infrastructure Services and Maintenance sales 1 $m % total Order book 2 $m % total Employees 323 ALSTOM ANZ is a leading provider of rail and road infrastructure services Rail services signalling communications electrification trackwork Road services leading Australian tunnel infrastructure systems capability integrated systems including electrical, mechanical systems, fire and traffic management systems Long-term asset management and maintenance Other services Notes 1 Normalised for 12 months to 31 March At 31 March 2005

13 Tunnel infrastructure systems capability 13 ALSTOM ANZ is the leading tunnel infrastructure systems provider in Australia design, supply, installation and commissioning of services for tunnels and associated surface roads electrical, mechanical, ventilation, fire, radio, traffic and plant control systems Involvement with many landmark tunnel projects Sydney Harbour Tunnel Sydney Eastern Distributor Chatswood - Parramatta M5 East Perth Tunnel Lane Cove Tunnel EastLink (Mitcham-Frankston) Significant maintenance growth opportunity

14 Additional benefits of the Acquisition 14 The Acquisition will deliver United Group market leadership in the rail services sector United Group will benefit from its strategic alliance with ALSTOM, one of the world's leading providers of rail products, services and systems more than 70 years experience more than 25,000 metropolitan rail cars sold trains in more than 40 cities worldwide leading designer and manufacturer of passenger trams Synergy benefits are anticipated. Not assumed in this financial analysis, but include marketing purchasing power cross-selling enhanced in-house manufacturing capability

15 Key consents 15 Victorian government consent of the Director of Public Transport is required for United Group s acquisition of ALSTOM ANZ s Melbourne rail franchise interests completion of the Acquisition is subject to obtaining this consent United Group has had extensive discussions and briefings with representatives of the Department of Infrastructure. United Group is not in a position to seek the Director s consent until the transaction documentation is finalised, but is not aware of any issues that would prevent this consent being obtained the Director s approval will be sought in the coming weeks target completion is 1 July 2005 Connex consent is required for United Group s acquisition of ALSTOM ANZ s Melbourne rail franchise interests written in-principle consent has been received by United Group Novation of contracts Overseas Investment Commission (New Zealand)

16 United Group s proven integration capability 16 United Group has a strong acquisition integration track record PREMAS acquisition completed and integration proceeding smoothly well prepared to also undertake integration of ALSTOM ANZ strong existing management of both PREMAS and ALSTOM ANZ A transition team has been established comprising senior executives from both United Group and ALSTOM ANZ dedicated United Group transition manager Staged approach with transition period of 90 days model previously adopted by United Group Transition will focus initially on high priority tasks buddy system covering 16 key functions across the business specific milestones and responsibilities

17 Overview of United Group 17 United Group operates through the following businesses rail rolling stock design, fabrication and maintenance services business process outsourcing for corporate real estate, facilities management, procurement and human resources services total asset manager providing real estate services and technology based facility management products in Asia design, construction, operation and maintenance services to industries such as resources, water, power and defence maintenance, facilities management and construction services in New Zealand ALSTOM ANZ will be closely aligned with Goninan and KG

18 Impact of recent acquisitions on EBITA composition 18 FY2005 forecast EBITA (pre acquisitions of PREMAS and ALSTOM ANZ 1 ) FY2005 pro forma EBITA (adjusted for acquisitions of PREMAS and ALSTOM ANZ 1 ) Property services/ outsourcing 24% Infrastructure/ Resources 28% Rail 48% Property services/ outsourcing 21% Infrastructure/ Resources 23% Rail 56% Notes 1 United Group management estimates

19 The Acquisition delivers significant scale benefits 19 United Group 30 June 2005 (market est.) ALSTOM ANZ Relative 31 March 2005 change Sales ($ millions) 1, % EBITA ($ millions) % Order book ($ billions) % Notes 1 Average of estimates of the following brokers as at 31 May 2005, for FY2005: ABN AMRO, Citigroup, Credit Suisse First Boston, JP Morgan, Macquarie and UBS 2 Normalised for the year ended 31 March United Group management forecast 4 As at 31 March 2005

20 Financing of the Acquisition 20 The transaction will be funded by a combination of debt and equity Sources and uses of funds ($ millions) Uses of funds Total funding requirement Sources of funds Equity Underwritten placement Share Purchase Plan New debt Debt funding New bank facilities covenants structured to accommodate PREMAS and ALSTOM ANZ acquisitions improved flexibility and headroom improved interest rate obtained Strong balance sheet position post the Acquisition Forecast net debt at 1 July 2005 $260m Pro forma FY2005 net debt / EBITA 3 2.6x Pro forma FY2005 EBITA / net interest expense 3 5.5x Notes 1. Excludes transaction costs of approximately $14 million and funding of cash in businesses acquired 2. Assumes issue at underwritten floor of $8.20 per share 3. Pro forma calculations include normalised ALSTOM ANZ earnings for 12 months to 31 March 2005; forecast PREMAS earnings for 12 months to 30 June 2005; net debt at 1 July 2005 (assumed completion date) 4. Estimated proceeds of Share Purchase Plan

21 Equity funding $140 million placement and SPP 21 $140 million placement fully underwritten by UBS AG, Australia Branch 1 $120 million placement of 14.6 million shares, up to 15% capacity $20 million additional placement, conditional on shareholder approval $2.5 million of additional placement to be allocated to United Group s CEO, Mr Richard Leupen, conditional on shareholder approval bookbuild to close at 10:00am, Friday 3 June 2005 underwritten floor of $8.20 per share A Share Purchase Plan is expected to raise around $10 million up to $5,000 per shareholder not underwritten issue at placement price New shares issued will not rank for the final FY2005 dividend Notes 1. Assumes issue at underwritten floor of $8.20 per share

22 Equity funding indicative timetable 22 Institutional placement Timing Book opens 3.30pm, Thursday 2 June 2005 Book closes am, Friday 3 June 2005 Settlement Wednesday 8 June 2005 New shares commence trading Thursday 9 June 2005 EGM (to approve conditional placement) Early July New shares commence trading (conditional placement) Early July SPP Timing Record date Monday 6 June 2005 Letter and application form sent to shareholders Tuesday 14 June 2005 Offer period closes Friday 8 July 2005 Notes 1. UBS AG, Australia Branch, in consultation with United Group, reserves the right to close the book earlier

23 Outlook 23 Order book exceeding $4 billion following the Acquisition Strong outlook for core sectors of rail, property and infrastructure resources sector also continues to provide significant opportunities Proven delivery model with strong technology partners, including ALSTOM Competitively placed for Sydney Rail PPP PREMAS acquisition completed and integration proceeding smoothly The strong outlook for United Group s existing operations and the Acquisition are expected to result in strong EPS growth in FY2006 and beyond