annual general meeting for personal use only · 11/15/2016 · 4 ceo presentation for personal use...

ANNUAL GENERAL MEETING15 NOVEMBER 2016

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AGENDA1 Chairman Introduction

2 Meeting Resolutions

2.1 Consideration of Remuneration Report

2.2 Appointment of Director

2.3 Ratification and approval of previous allotment and issue of securities

2.4 Approval of amendments to the Long TermIncentive Plan

2.5 Approval of grant of rights to the Chairman, CEO, Head of Clinical Operations and CFO

23.6 Approval of placement facility

3 Meeting Close

4 CEO Presentation

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FORMAL BUSINESS OF MEETINGINCLUDING MEETING

RESOLUTIONS

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FINANCIAL STATEMENTS & REPORTS

To receive and consider the reports of the Directors and the Auditor and the Financial Statements for the year ended 30 June 2016 for the company and its controlled entities released to the market on 31st August 2016.

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REMUNERATION REPORT

Ordinary Resolution 1

“That, the Remuneration Report forming part of the Directors Report for the year ended 30 June 2016 is adopted.”

Voting Summary % of votes % all securities

For 28,962,556 96.32% 23.87%

Against 334,935 1.11% 0.28%

Open usable 755,000 2.51% 0.62%

Open conditional 18,750 0.06% 0.02%

Excluded 7,761,674 6.40%

755,000 Open usable proxy votes are available to the Chairman

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DIRECTOR APPOINTMENT


“To ratify the appointment of Dr Naveen Somia as Non-Executive Director of the Company.”


For 37,059,165 97.95% 30.54%

Against 0 - -

Open usable 773,750 2.05% 0.64%

Excluded 0 -


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PREVIOUS ALLOTMENT & ISSUE OF

SECURITIES


“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders approve and ratify Total Face Group's allotment of 7,134,385 fully paid ordinary shares on the terms detailed in the Explanatory Memorandum accompanying the Notice of Meeting.”


For 35,928,749 97.76% 29.61%

Against 48,935 0.13% 0.04%

Open usable 773,750 2.11% 0.64%

Excluded 1,081,481 0.89%

773,750 Open usable proxy votes are available to the ChairmanFor

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AMENDMENTS TO THE LONG TERM

INCENTIVE PLANOrdinary Resolution 4

“That approval is hereby given that the exercise price of the performance rights granted pursuant to the Long Term Incentive Plan (LTIP) be amended to $0.25 per share” detailed in the Explanatory Memorandum accompanying the Notice of Meeting.”


For 28,067,742 93.34% 23.13%

Against 1,229,749 4.09% 1.01%

Open usable 755,000 2.51% 0.62%


Excluded 7,761,674 6.40%


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APPROVAL OF THE GRANT OF RIGHTS


“That for the purposes of ASX Listing rule 10.14, approval is hereby given for the grant of up to 3,762,698 rights to acquire shares in the Company to the Executive Chairman, Mr Paul Fielding, on the terms set out in the Explanatory Memorandum and under the Total Face Group Limited LTIP which is constituted and administered in accordance with the Rules of the LTIP.”


For 28,801,056 95.78% 23.74%

Against 496,435 1.65% 0.41%

Open usable 755,000 2.51% 0.62%


Excluded 7,761,674 6.40%


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“That for the purposes of ASX Listing rule 10.14, approval is hereby given for the grant of up to 535,000 rights to acquire shares in the Company to the Chief Executive Officer, Mrs Joanne Hannah, on the terms set out in the Explanatory Memorandum and under the Total Face Group Limited LTIP which is constituted and administered in accordance with the Rules of the LTIP.”


For 28,889,056 96.07% 23.81%

Against 408,435 1.36% 0.34%

Open usable 755,000 2.51% 0.62%


Excluded 7,761,674 6.40%


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“That for the purposes of ASX Listing rule 10.14, approval is hereby given for the grant of up to 400,000 rights to acquire shares in the Company to the Head of Clinical Operations, Mrs Jane Fielding, on the terms set out in the Explanatory Memorandum and under the Total Face Group Limited LTIP which is constituted and administered in accordance with the Rules of the LTIP.”


For 28,889,056 96.07% 23.81%

Against 408,435 1.36% 0.34%

Open usable 755,000 2.51% 0.62%


Excluded 7,761,674 6.40%


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“That for the purposes of ASX Listing rule 10.14, approval is hereby given for the grant of up to 400,000 rights to acquire shares in the Company to the Chief Financial Officer and Company Secretary, Mrs Liza Juegan, on the terms set out in the Explanatory Memorandum and under the Total Face Group Limited LTIP which is constituted and administered in accordance with the Rules of the LTIP.”


For 28,889,056 96.07% 23.81%

Against 408,435 1.36% 0.34%

Open usable 755,000 2.51% 0.62%


Excluded 7,761,674 6.40%


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APPROVAL OF PLACEMENT FACILITY

Resolution 9 (Special Resolution)

“That, for the purposes of ASX Listing Rules 7.1A, shareholders approve the Company having the capacity to issue fully paid ordinary shares in the capital of the Company up to the maximum number permitted under ASX Listing Rule 7.1A at an issue price which is not less than 90% of the volume weighted average market (closing) price of the Company’s ordinary shares calculated over the last fifteen (15) days on which trades of the Company’s ordinary shares were recorded on ASX immediately before the date on which the issue price is agreed or the date the issue is made as described in the Explanatory Memorandum”


For 35,800,249 94.63% 29.50%

Against 1,158,916 3.06% 0.96%

Open usable 873,750 2.31% 0.72%


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CEO PRESENTATION

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A YEAR OF SIGNIFICANT MILESTONES

• Successful IPO in January 2016

• Successful acquisition of Heber Davis, Clay Medispa, Rejuven8, Face

Today & Lase By The Sea

• Introduced Body Fat Reduction using CoolSculpting® technology as a

key modality and have since become Australia’s number one provider

of these treatments

• Implemented our custom built end-to-end operational and clinical

support system TESSA

• Established key supplier agreements across all three modalities with

industry leaders – Allergan, Galderma, iNova, Ultraceuticals, Lumenis

and Zetiq

• Strengthened our team at both a management and clinical level

• Set the foundations of our branding formally launched in September

2016

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FY16FY15

(Proforma1)

FY15

Revenue $7,917,645 $5,940,641 $2,293,694

Gross Profit $5,654,016 $3,708,274 $1,644,735

Gross Profit Margin 71% 62%

Clinical Profit $1,458,140

Clinic Profit Margin 18%

Underlying EBITDA2 -$132,668 -$193,694 -$744,261

Underlying EBITDA Margin -1.7% -3.3% -32.4%

Less Depreciation $557,570

Less Net Interest Expense $134,619

Underlying Net Loss2 -$824,857

Borrowings $1,491,237

Cash $2,601,306

Notes:1 FY15 Pro forma reflects the audited 2015 Total Face Group and Heber Davis financial results as

disclosed in the Company’s prospectus2 Excludes $0.8m in non-recurring costs relating to acquisition and integration costs

FY2016 RESULTS

• LFL Revenue growth of 9% compared to the pro-

forma prior year 2015

• Heber Davis achieved year on year revenue growth

of 6%

• The acquisitions of Face Today and Rejuven8, as

disclosed in the Company’s prospectus, contributed

$1.2m to FY16 group revenue

• During the period CoolSculpting® contributed 11% to

revenue an increase of >300% on the prior period

• FY16 gross profit margin increased to 71% (FY15

pro forma 62%)

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TRADING UPDATE• Cash receipts from customers reached $1.9m in the month of

September resulting in positive operating cash flow of $438k for that

month

• Acquisitions of CozMedics, Facial Artistry and Endless Solutions have

all been completed with Cozmedics, the largest acquisition completed

to date, performing very well

• Orders for CoolScultping® systems have now been fulfilled for all

identified clinics.

• Some delays in bringing all clinics online has resulted in lower YTD

revenue than forecasted for this modality

• Those clinics now treating are currently exceeding expectations

• Have been able to adjust revenue mix and remain on track to deliver

full year EBITDA of $2.75m as previously guided

• Will provide further update on full year revenue and EBITDA guidance

when our half year results are released in February 2017

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DISCLAIMERThis presentation was not prepared for and should not be relied upon to provide all necessary information for investment decisions. Some of the information

contained in this presentation contains “forward-looking statements” which may not directly or exclusively relate to historical facts. Although great care &

diligence has been taken to ensure the accuracy of this presentation, Total Face Group Limited gives no warranties in relation to the statements and information

contained herein and disclaims all liability arising from persons acting on the information and statements in this presentation.

Due to the dynamics and changing risk profiles of investment markets, Total Face Group Limited reserves the right to change its opinion at any time. All

investors are strongly advised to consult professional financial advisors whose role it is to provide professional financial advice, taking into account an individual

investor’s investment objectives, financial situations and particular needs

Total Face Group LimitedACN 169 177 833

Jo Hannah

CEO

[email protected]

Liza Juegan

CFO

[email protected]

Paul Fielding

Executive Chairman

[email protected]

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mailto:[email protected]



“we believe in a world where compliments and acceptance can come naturally”

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annual general meeting for personal use only · 11/15/2016 · 4 ceo presentation for personal use...

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