clinical engineering & ict outsourced services ... - tbs...

Clinical Engineering & ICT outsourced Services

e-Health & e-Government Integrated Solutions

Paris, 2 October 2014

Paolo Salotto, CEO Marco Bosatra, IR

TBS Group

Strategic pillars

Constant evolution of TBS Group offering

Financial results & Rating

Balance Sheet / Profit & Loss

Table of Contents

2

TBS Group’s vision:

innovative, cost saving solutions for healthcare and public organizations, offering customers to re-qualify costs in technology and

increase the quality of healthcare and social services

TBS Group’s mission:

develop outsourced integrated clinical engineering and e-Health & e-Government services and products to ensure a safe, effective and efficient

use of technology* in hospitals, social healthcare institutions and homes.

Business model in the healthcare market

3

* To this end, “technology” means biomedical equipment and devices, tele-healthcare and ICT systems and solutions

Offer

Medical devices & ICT solutions

Providing public and private healthcare institutions with a full range of technology management services in outsourcing, in particular of all medical devices and ICT systems and solutions, on a high security level in multivendor mode and through a widespread network of biomedical and IT engineers and technicians on site and locally. Also offering tele-healthcare solutions to favor diagnostic and therapeutic continuity between the hospital and the territory and implement IT social-healthcare home assistance to remotely assist patients at home.

Integrated e-Health & e-Government solutions

TBS Group develops own solutions, provides related services, acts as a system integrator and offers specific expertise in the following fields:

• medical IT services and products for supplies and/or consultancy on purchases, installation, testing and integrated management of all medical IT systems and solutions, and integration with public ones in hospitals and social-healthcare structures

• products, systems and solutions for the supply and IT management of demographic, social,

tax, administration and many other government services for Public institutions.

4

Value Proposition for customers

5

Reduction of costs Technical reference point with multiple best practices

Improved safety for patients and healthcare in public and private organizations

Continuity of treatment by extending medical services from hospitals to patient’s homes

Competitive advantages

6

Strong competences in processes and domain

IT platform for the management of services and the sharing of know-how (more than 850,000 biomedical equipment, 150,000 ICT systems and 40,000 telecare and telemedicine systems under management)

International network of clinical/IT engineers and biomedical & IT technicians (1,600 of total 2,300 members of staff) and telecare & telemedicine operators: over 300 in-hospital workshops and 26 specialist centers

High market share and few big competitors

Strong references and track record for bids

Integrated outsourcing services portfolio

Presence in all major European countries, India, China and Latin America.

Provider to more than 1,000 hospitals / healthcare structures and over 200 other public and private organizations

Experienced management & high-profile shareholders

High-profile shareholders.

Generali Group since 1999.

Fondo Italiano di Investimento since

2012.

Governance and organizational

practices of a public company already

in place.

Note: Shareholders graph is updated as at September 30, 2013 .

7

Clinical Engineering & Information Technology S.p.A.

20.50%

Fondo Italiano di Investimento SGR

13.17%

Allegro S.a.r.l. on behalf of Generali Financial Holdings FCP-

FIS Sub-Fund 1 15.86%

Capitol Health Special Fund, L.P.

6.65%

EMMEPI S.r.l. 5.72%

Terra Nova Capital S.r.l. 5.17%

Servizi Integrati per la Sanità – SIS S.r.l.

3.87%

Monte Paschi Fiduciaria S.p.a. 3.77%

ITATECH S.r.l. 0.34%

Free Float * 22.10%

Own shares 1.81%

SIPI Investimenti S.p.a. 1.04%

€1.8 per share was the price implied into the capital increase of €10M subscribed in 2012 by Fondo Italiano di Investimento while the stock price was €0.94 per share.

€2.3 per share is the strike price of the 3-year convertible bond worth €10M subscribed by Fondo Italiano di Investimento

1 Month performance: +5.54%; 6 Months performance: + 27.64%; 1 Year performance: +115.73%. Year high: 1,953 (03/06/2014) (date: 29/9/2014)

Performance on AIM market and valorization

8

TBS Group

Strategic pillars




Table of Contents

9

10

Value Proposition

Efficiency Competitive positioning

Profitability

Strategic pillars

11

Strategic pillars

• Increase the weight of the most profitable lines of business on total revenues , while reducing incidence of less profitable lines:

•1) Most profitable segments include endoscopy and surgical instruments services and TBS Group will enhance the penetration of these segments to increase overall profitability.

•2) The penetration in these segments will be driven by synergies with core business CE and DI. The focus will be on the proposition, of this synergic, high-margin offering to the customers already served in core services.

•3) From a geographical point of view, the focus will be on the introduction of high-margin activities in all countries: both in the markets where the group already operates, sustaining the group’s performance and profitability (e.g. Spain, Portugal, India), as well as an entry point in new markets (e.g. China, United Arab Emirates and Latin America).

•Adoption of an innovated and more industrialized operating model, open to synergies and cost reduction: lighter on-site teams for first level assistance, supported and integrated by remote desks for second level assistance and high profile technical assistance.

Profitability

12

Strategic pillars

•Renovated proposition to customers: from a service organization model to a Global Technology Network, moving from maintenance services to technology management.

•Development of an integrated DI offer to boost penetration in DI markets: focus on the integration of traditional maintenance with higher value added services.

•Leverage on possibilities to fully profit from the entire life cycle of equipment: after renewal in richer markets, second hand equipment could be distributed in emerging markets.

Value Proposition

•Gain market positions, overtaking OEM barriers and internal CE services, differentiating the offering and the value proposition.

•Strengthen marketing and sales teams on an international level, with renewed marketing strategies to support the renovated value proposition.

•Stimulate an operative model which promotes the sharing of resources and know-how among centers and subsidiaries.

•Empowering on-site technicians and structures through dedicated training and know-how sharing, in order to extend their service portfolio and increase capabilities and competitive positioning of the overall group offering.

Competitive positioning

13

During 2013 TBS Group has adopted a long-term, structural program aimed at reduce costs, increase efficiency and simplify internal processes. This program is being implemented in 2014.

Strategic pillars

•Reorganization of specific non profitable activities: endoscopy operations in Germany have been concentrated into one entity (MSI), achieving cost reductions. Furthermore the making losses activity into the Biomedical services field in Germany has been progressively reduced with a process that will finish by the end of 2014.

•Efficiency in procurement capabilities, centralizing purchasing activities and pursuing cost savings from management of suppliers and vendors.

•Personnel productivity: adoption of best practices, sharing of know-how, definition of productivity KPIs in order to monitor performance.

•Reduction of corporate overhead costs, focusing on rationalization of the expenses, duplication avoidance.

•Corporate structure more oriented t efficient cooperation between central offices and local subsidiaries and management, stimulating the proactive approach of local management and the efficient support of central structures.

•Reorganization and improvement of corporate governance, to strengthen management responsiveness and capabilities, fasten and optimize decision-making, improve processes.

Efficiency

14

In December 2013 the Board of Directors approved the new governance model, aimed to optimize the organizational structure, increase the efficiency of decision-making and operational processes.

New corporate governance

BU MD & ICT Systems

Italy Operations

Fabio Faltoni

BU MD & ICT Systems

Foreign Operations

Nicola Pangher

Corporate Operations

Paolo Salotto

BU e-Health & e-Government

Integrated Solutions

Alberto Steindler

CEO

Paolo Salotto

Operational Committee:

responsible for result evaluation, assessment of the implementation of

development programs, identification of risks and potential solutions, analysis of market trends and proposal of potential

opportunities.

Strategic Committee:

responsible for monitoring the implementation of strategies, the

evolution of markets and the competitive position of TBS Group, and for proposing

new strategies

Chairman

Diego Bravar

TBS Group

Strategic pillars




Table of Contents

15

TBS Group has been able to anticipate the strategic trend of progressive convergence between different service lines, developing an integrated approach to medical technology services.

The focus on the company will remain a complete and constant attention to innovation, in order to respond promptly and efficiently to market developments, catch new opportunities and exploit new trends. Innovation in technology, solutions, processes, and markets.

In particular, TBS Group has identified the following key-segments for further expansion and growth:

1.Diagnostic Imaging

2.Equipment life cycle management

3.Global contractor in international trading and consultancy tenders

4.ICT Outsourcing Services


16

5.Local Homecare

Diagnostic Imaging represents a development of clinical engineering towards a contiguous segment, with more advanced technologies and higher profitability.

The potential in the countries where TBS Group operates is estimated at over € 5 bn. Currently India and China are already a sizeable market.

High level of technology

Greater added value: need for more advanced and high-level assistance and maintenance

Relevant devices’ unit value

Attention from OEMs due to the high added value

TBS Group has two dedicated Competence Centers in Italy - REM DI and Delta X - and immediate availability of qualified technical resources (as well as structures like internal Help Desk units).

This know-how will allow to leverage on the current customer portfolio to access this contiguous offering segment.

TBS Group will have the possibility to leverage on the consolidated international presence and sales structure in clinical engineering, through the widespread and qualified network of on site technicians.

1. Diagnostic Imaging

17

Based on our long experience in technology management, TBS Group is able to support the renewal of

medical equipment through:

Leasing/leaseback/rental: solution through which the hospital can use the equipment for a

defined period of time.

Equipment library: service through which specific devices (infusion pumps, ventilators,

monitors, etc.) are offered to the hospital, usually for short periods of time, comprising

maintenance and repairs, as well as management and delivery from a central warehouse.

Technology As A Service: comprehensive outsourced management of the whole lifecycle of

the inventory of the hospital, from planning to procurement and installation, maintenance and

final replacement.

2. Equipment lifecycle management

18

• Covering entire value chain of the biomedical equipment for frequent technological

renewal to advanced healthcare organizations, refurbishing old equipment and re-

installing in the less advanced hospitals, thus extending the lifecycle of the equipment.

• Meeting the customers’ requests for financial optimization

Main contractor for the customer

Option to play a role in the selection of equipment

Relationship with OEMs

2. Equipment lifecycle management - goals

19

2. Equipment lifecycle management: Technology as a Service

Target • Planning of equipment

• Procurement

• Consumables

• Maintenance

• Residual value management

• Multiple Life Cycles Management

• Clinical Staff training

• Asset Productivity monitoring and improvement

Advantages • Shifting the expenditures from

CAPEX to OPEX

• Integrating the service (maintenance, safety check, updates, etc.) in the financial package

•Reduction of equipment costs

•Reduction of consumables costs

•Risk reduction

• Improving patient care

•Multiple lifecycles of equipment (residual value advantages)

Savings • Between 10% and

20% can be obtained on the whole technology lifecycle with a proper TAAS implementation

This service is based on the participation in increasing international tenders called by the Italian Foreign Ministry, the World Bank and other authorities for «global» supplies of medical equipment.

This business line would also meet customers’ requests for financial optimization.

Main contractor for the customer

Possibility to play a role in selection of equipment

Relationship with OEMs

Financial management

Recently TBS Group has started to participate in many international tenders, mostly for the supply of biomedical devices and equipment. These tenders are usually promoted by national and international institutions - like the Italian Ministry for Foreign Affairs and the World Bank - in emerging economies.

In 2013, TBS Group has been awarded two tenders in China, for a total amount of about €9.4 M. During 2014 TBS Group has been awarded with another important tender in China for a total amount of €1.8 M, and, through TBS ES, awarded a tender of about € 100 K in Chile.

The agreements with the contractors have entrusted to TBS Group the responsibility for the supply of biomedical equipment and the supervision of other suppliers, in 11 hospitals located in the Sichuan and Pengzhou province.

In 2014 TBS Group has been awarded a tender in China and another one in Honduras for a total amount of about €4.4 M.

TBS Group aims to develop this business, participating in other international tenders through an integrated service of supply, consultancy and turn key hospitals approach.

3. Global contractor in international tenders

21

The outsourcing of ICT services represents a synergic segment, with the objective of leveraging the final market to provide an integrated offer with clinical engineering.

Management of all the health center processes

High barrier to change (from the supplier)

Need for broader expertise

Potential high margins

TBS Group goal is to be recognized as a «system integrator» and global ICT outsourcing supplier for the healthcare.

In the segment of ICT systems management, TBS Group – through an acquisition - acquired specific know-how and now takes advantage of the fragmentation of the market by offering an optimized, superior-quality solution.

The Group model also encompasses a full exploitation of synergies between ICT services and already consolidated expertise in medical IT and e-Health.

4. ICT Outsourcing Services

22

This offer is the result of a trend for the progressive decentralization of healthcare and prevention services from the hospital to the territory, which led to reduce costs by decreasing healthcare services for citizens and to increase social requirements (ageing, chronic diseases, etc.). Tele-healthcare and dedicated call center services become more and more relevant to:

Manage plenty of local technology (medical devices, RPM, technical aids & disability supports, domotics, breathing aids, etc.)

Management of both healthcare and social services

H24 Call Center with dedicated professionals and experts

New frontier for healthcare development

Total IT integration for the management of patients’ details

This proposal is interesting across all areas where TBS Group operates, based on: integrated service center, management of home devices and equipment, supply of IT and ICT solutions

TBS Group aims to expand its value proposition to tele-healthcare management with an integrated offer consisting in the management of home medical devices and in the supply of tele-healthcare services, call center and ICT solutions for home assistance.

5. Local Homecare

23

5. Local Homecare - on the territory

24

Global care of the patient

Full computer integration of the Electronic Patient Record

Stronger role of General Practitioners

Increase of social demands (aging, chronic deseases) Increased integration between healthcare assistance and social assistance

Progressive decentralization of healthcare and prevention services from the hospital to the territory

Reduction of beds in hospitals and care homes

Stronger prevention

Decrease of healthcare services for citizens

Cost reduction

This proposal is interesting across all business areas where TBS Group operates and refers to:

5. Local Homecare: Why Domino

25

Value proposition to tele-healthcare management

through an integrated network of innovative solutions for

local assistance and homecare

H24 Call Center with dedicated professionals and experts

Ability to manage plenty of local technology (medical devices, RPM, home devices & disability supports, domotics, breathing aids, etc.)

Supply and management of tele-healthcare services

Supply and total integration of IT and ICT solutions for the management of patient’s details

TBS Group

Strategic pillars




Table of Contents

26

86.4%85.5%

86.9%

13.1%

14.5% 13.6%

2012 H1 2013 2013 H1 2014

MED&ICT e-Health&e-Gov

2013

Revenues:

€ 218.5M represents a slight growth compared to 2012 € 209.0M. This increase is largely due to the inclusion, in the scope of consolidation, of REM DI (Italy), a business started in March 2013; net of which the internal growth would have been 1.8%.

H1 2014

€ 115.1M shows a growth of 8.8% compared to H1 2013 €105.8M.

Top Line Growth

27

€209.0M

€105.8M

€218.5M

Analysis of revenues for H1 2014 per business line shows the

following:

• MED & ICT Systems BU increased of € 7.7M, from € 91.9M in

H1 2013 to € 99.6M in H1 2014 (+8.4%).

• Integrated Solutions of e-Health & e-Government BU

increase of € 1.6M from € 13.9M in H1 2013 to

€ 15.5M in H1 2014 (+11.5%).

ITALY

68%

UK

11%

FRANCE6%

AUSTRIA3%

GERMANY

1% SPAIN

2%

Other EU

2% Other NO EU

7%

€115.1 M

13.5%

86.5%

EBITDA Margin

11.1%

Consolidated EBITDA of H1 2014 settled at € 9.9M (€

8.1M in H1 2013).

MED&ICT 11.9%

e-Health & e-Gov

6.2%

EBITDA Margin

28

9.2%

9.8%

5.4%

2012 H1 2013 2013 H1 2014


91.8%

€23.1M

8.2%

€8.1M

109.9%

€20.0M

92.0%

8.0%

€9.9M

94.9%

5.1%

9.4%

10.2%

3.6%

-9.9%

7.0%

8.9%

-5.2%

2012 H1 2013 2013 H1 2014

Net Result

Net Result

EBIT Margin 3.0%

The operating result (EBIT) of 2013 is mainly affected by

€ 3.5M impairment of the of BU Integrated Solutions of

e-Health & e-Government.

€3.1M

6.3%

H1 2013 The loss amounted to € 4.4M.

H1 2014 Net result amounted to € 5 thousand.

H1 2013

EBIT and Net Result

29

€13.1M

2013

€6.2M

Net Result Margin

-4.2%

-€1.4M

-0.7%

-€4.4M*

-€10.5M*

0,004% 2.8%


€10.3M

-€4.1m

€13.4M

-€2.0M

€5.1M

-€0.8M

-€0.6M

€5.5M

€4.9M

H1 2014 2012

4.3%

€5K

-4.8%

* Where assets held for sale were € -4.1M in 2012, -6.1M

7.3 7.3 9.3 9.9

125.3 137.0117.0

115.9

2012 H1 2013 2013 1H 2014

Inventories Accounts receivables Accounts payables

For a optimized management of OWC, TBS

Group periodically carried out factoring

operations which over the last years have

been:

€ 78.7M in 2012

€ 89.8M in 2013

€ 46.8M in H1 2014

Some government measures could in the

upcoming months positively impact on TBS

OWC:

measure to reduce payment terms by

public structures (EU payments terms

directive);

measure to unblock public

administration's payment of €68B

overdue to its suppliers (approved in

June 2013).

(43.9)

€88.7M

% on revenues

90.7% 42.4%

(48.4)

€95.9M

Operating Working Capital (OWC)

30

(48.1)

€78.2M

35.8% 71.2%

(43.9)

€81.9M

Capital Structure

Net debt / EBITDA

1.13x

3.4x

54.1M 59.2M 47.8M 47.1M

67.0M 73.7M 59.9M 62.8M

2012 H1 2013 2013 H1 2014

Group shareholders' Equity Net financial debt

44.0M62.8M

18.8M

Net S/T liab. Net L/T liab. NFD

NFD at 30/06/2014

Capital Structure and NFD

31

2.6x

1.25x

6.3x

1.33x Leverage 1.36x

9.2x

44.0M62.8M

18.8M

Net S/T

indebtedness

Net L/T

indebtedness

NFD

NFD, 30/06/2014

NFD Long Term Structure

32

NFD Structure € M

2,1 3,2

11,5

1,3

2014 2015 2016 2017 2018 2019

2014 2015 2016 2017 2018 2019

1 2,5 2,3 31/12/2018 0,2 0,5 0,5 0,5 0,5 0,0

2 3,5 0,7 30/06/2015 0,4 0,4 0,0 0,0 0,0 0,0

3 3,0 0,4 31/12/2014 0,4 0,0 0,0 0,0 0,0 0,0

4 10,0 (*) 10,0 08/02/2016 0,0 0,0 10,0 0,0 0,0 0,0

5 1,0 0,5 31/12/2015 0,2 0,4 0,0 0,0 0,0 0,0

6 1,0 0,6 30/09/2016 0,1 0,3 0,2 0,0 0,0 0,0

7 3,0 1,5 10/12/2015 0,5 1,0 0,0 0,0 0,0 0,0

8 3,0 2,8 31/03/2018 0,3 0,7 0,8 0,8 0,2 0,0

27,0 18,8 2,1 3,2 11,5 1,3 0,8 0,0

(*) Convertible loan

AmortizingNr. Total Residual at H12014 Expiry date

NFP (62.8) (73.7)

Operating Working Capital 81.9 95.9

EBIT % of revenue

4.9

4.3%

3.1

3%

REVENUES - MED&ICT - e-Health & e-Gov

115.1

99.6

15.5

105.8

91.9

13.8

€M H1 2014 H1 2013

EBITDA

% of revenue

9.9

8.6%

8.0

7.6%

• The consolidated revenue ended on 30 June 2014 amounted € 115.1M, up € 9.3M in respect to € 105.8M of the same period of 2013, equal to a 8.8% rise.

• MED&ICT BU have increased by € 7.7M, from € 91.9M as the 1° half 2013 to € 99.6M in the same period of 2014 (+8.3%).

• e-Health & e-Government BU recorded a rise of revenue, from 13.8 million as of H1 2013 to 15.5 million for the same period of 2014 (+12.1%).

• The consolidated EBITDA reached € 9.9M, an improvement of € 1.9M compared with the first half 2013, mainly from international tenders.

• The improvement in EBIT and the Net Result is the consequence of the increase reported in EBITDA.

Net result 0.005 (1.9)

H 2014 Consolidated Results

Rating B1.1 – Cerved Rating Agency

34

Table of Contents

35

TBS Group

Strategic pillars




2012 rev 2013 rev 2013 2014

thousands of Euros IFRS % H1 IFRS % IFRS % H1 IFRS %

Net revenues 207.367 99,2% 104.954 99,2% 216.885 99,3% 114.469 99,5%

Other revenues and income 1.635 0,8% 800 0,8% 1.608 0,7% 630 0,5%

Total revenues 209.002 100,0% 105.754 100,0% 218.493 100,0% 115.099 100,0%

Cost for raw materials, consumables and goods (23.656) (11,3%) (13.418) (12,7%) (28.925) (13,2%) (17.215) (15,0%)

Cost for services (76.024) (36,4%) (38.594) (36,5%) (79.736) (36,5%) (39.859) (34,6%)

Personnel expenses (85.451) (40,9%) (45.681) (43,2%) (90.317) (41,3%) (47.785) (41,5%)

Other operating expenses (415) (0,2%) 26 0,0% 895 0,4% (164) (0,1%)

Accruals (316) (0,2%) (57) (0,1%) (362) (0,2%) (132) (0,1%)

Gross operating profit (EBITDA) 23.140 11,1% 8.030 7,6% 20.048 9,2% 9.944 8,6%

Amortization, depreciation and impairment losses (10.007) (4,8%) (4.881) (4,6%) (13.830) (6,3%) (5.024) (4,4%)

Operating profit (EBIT) 13.133 6,3% 3.149 3,0% 6.218 2,8% 4.920 4,3%

Associates (2.014) (1,0%) (30) (0,0%) (8) (0,0%) (30) (0,0%)

Net financial expenses (4.975) (2,4%) (2.867) (2,7%) (6.711) (3,1%) (2.923) (2,5%)

Proventi finanziari 1.389 155 484 263

Oneri finanziari 6.364 3.022 7.195 3.186

Pretax income 6.144 2,9% 252 0,2% (501) -0,2% 1.967 1,7%

Taxes (3.491) (1,7%) (2.127) (2,0%) (3.906) (1,8%) (1.962) (1,7%)

Net income (before minorities) 2.653 1,3% (1.875) -1,8% (4.407) -2,0% 5 0,0%

Result of assets held for sale (4.097) (2.521) (6.088) 0

Minorities (498) (0,2%) (202) (0,2%) (460) (0,2%) 252 0,2%

Net income (1.942) (0,9%) (4.598) (4,3%) (10.955) (5,0%) (247) (0,2%)

TBS Group: Summary Profit & Loss

36

37

TBS Group: Summary Balance Sheet

2012 2013 2013 REV 2014

thousands of Euros IFRS H1 IFRS IFRS H1 IFRS

Intangible assets and goodwill 60.091 59.845 55.770 55.195

Tangible assets 17.180 16.570 17.138 18.173

Financial assets 9.287 8.948 9.009 8.990

Fixed assets 86.558 85.363 81.917 82.358

Inventory 7.302 7.802 9.342 9.938

Trade receivables 125.311 138.644 116.957 115.859

Trade payables 43.864 49.191 48.127 43.864

Operating working capital 88.749 97.255 78.172 81.933

Other current assets 11.087 11.706 11.408 11.277

Other current payables 38.791 45.426 41.487 44.678

Total working capital 61.045 63.535 48.093 48.532

Severance indemnities 7.255 7.610 7.835 8.343

Other long-term liabilities 11.176 11.307 11.093 10.475

Total net capital employed 129.172 129.981 111.082 112.072

Cash and cash equivalents 17.355 14.936 27.655 28.593

Current financial assets 76 3.361 3.472 4.992

Other financial assets 386 376 392 405

Current financial liabilities 61.626 71.446 68.932 73.743

Non-current financial liabilities 23.155 20.462 19.968 19.325

Net Debt 66.964 73.235 57.381 59.078

Total equity 62.208 56.746 50.585 49.617

Equity/Liabilities held for sale 3.116 3.377

Total sources 129.172 129.981 111.082 112.072

Disclaimer

38

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Presentation, or any information relating to this document, circulate among or be distributed in Italy to individuals or entities falling outside the definition of qualified investors as defined above. This Presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)). The securities of the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption

from, or transaction not subject to, the registration requirements of the Securities Act.

This Presentation is being communicated in the United Kingdom only to: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Financial Promotion Order”) or (ii) persons falling within article 49 (2) (A) to (D) of the Financial Promotion Order, or (iii) to persons to whom it may otherwise be lawful to communicate it to (all

such persons being referred to as “relevant persons”). This Presentation is only directed at relevant persons and any investment or investment activity to which the Presentation relates is only available to relevant persons or will be engaged in only with relevant persons. Solicitations resulting from this Presentation will only be responded to if the person concerned is a relevant person. Other persons should not rely or act upon this Presentation or any of its contents.

The information in this Presentation is given in confidence and may not be reproduced or redistributed to any other persons. The recipients of this Presentation should not base any behavior in relation to qualifying investments or relevant products (as defined in the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in this Presentation until after the information has been made generally available. Nor should the recipient use the information in this Presentation in any way which would constitute “market abuse”.

Certain information in this Presentation may include “forward-looking statements”. These statements, which contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, reflect the Directors’ beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, securing necessary governmental and other approvals, the satisfaction of the conditions of the Offering, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These other factors could adversely affect the

outcome and financial effects of the plans and events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law.

By attending the meeting where this Presentation is made, you agree to be bound by the above limitations.

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