fermiscan holdings ltd (asx:fer) · fermiscan holdings ltd (asx: fer) will, subject to shareholder...

16
Fermiscan Holdings Ltd (ASX:FER) Investor Presentation 24 th May 2012 Fermiscan Holdings Ltd Level 29, 66 Goulburn Street, Sydney, 2000 www.fermiscanltd.com.au For personal use only

Upload: others

Post on 09-Jun-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Fermiscan Holdings Ltd (ASX:FER) Investor Presentation 24th May 2012

Fermiscan Holdings Ltd Level 29, 66 Goulburn Street, Sydney, 2000 www.fermiscanltd.com.au

For

per

sona

l use

onl

y

Disclaimer

This presentation by Fermiscan Holdings Ltd and the information contained herein should not be relied on as a representation of any matter that an existing investor, potential investor or their adviser should consider in evaluating the Company. Existing and potential investors must make their own independent assessment and investigation of the matter contained herein and should not rely on any statement or the adequacy or accuracy of the information provided. The Company and its related bodies corporate or any its Directors, agents, officers or employees do not make any representation or warranty, express or implied, as to or endorsement of the Company, the accuracy or completeness of any information, statements or representations contained in the presentation, and they do not accept any liability whatsoever (including in negligence) for any information, representation or statement made in or omitted from this presentation. This document contains certain forward looking statements which involve known and unknown risks, delays and uncertainties not under the Company’s control which may cause actual results performance or Company’s results, achievements of the Company to be materially different from the results, performance or expectations implied by these forward looking statements. The Company makes no representation or warranty, express or implied, as to or endorsement of the accuracy or completeness of any information, statements or representations contained in this presentation with respect to the Company.

For

per

sona

l use

onl

y

Corporate Profile Fermiscan Profile

Fermiscan Holdings Ltd (ASX: FER) will, subject to shareholder approval at the forthcoming AGM on the 31st of May 2011, change its scale and nature of activities to resource services.

Board of Directors & Executives

Robert Whitton Chairman (Non-Executive)

Richard (Dick) Wright Managing Director/Executive Director

Carmelo (Charlie) Bontempo Non-Executive Director

Peter Dykes Non-Executive Director

Giuseppe Leone Operating Officer

John Rainbow Company Secretary

Current Share Price (23 May 2012) A$0.018

Shares on Issue 1,424,915,677

Options(Listed and Unlisted) Nil

Average Daily Turnover (3 months to 18 May 2012)

A$90,577

Market Capitalisation (23 May 2012) A$25.6M

Cash at Bank 18 May 2012 A$5.0M

Debt Nil

Market Data

0.000

0.005

0.010

0.015

0.020

0.025

0.030

0.035

0.0

10.0

20.0

30.0

40.0

50.0

60.0

18 May11

15 Jun11

13 Jul 11 10 Aug11

07 Sep11

05 Oct11

02 Nov11

30 Nov11

28 Dec11

25 Jan 12 22 Feb12

21 Mar12

18 Apr12

16 May12

Shar

e P

rice

(AU

D/S

har

e)

Vo

lum

e (

m)

Price Volume Chart

Share Price Volume

For

per

sona

l use

onl

y

The Board of Directors and Executives

Richard (Dick) Wright – Executive & Managing Director • Held numerous directorships for both private and publicly listed companies in Australia, Europe

and the US. • Significant expertise in growing resource services companies and delivery of multi-billion dollar

resource projects. • Companies include Rio Tinto, Fluor, Johns Perry, UIE (France), ADrail, Hancock Prospecting and

Decmil . • Non Executive Director to listed Australian companies.

Giuseppe Leone - Operating Officer • Over 15 years experience in large industrial services companies for the oil and gas, power

generation, chemical, minerals and mining sectors world wide. • Recently held the key role of Regional Finance Director, covering South East Asia, Australia

and the Pacific Rim for Cape PLC a major UK multi-national London Stock Exchange listed oil services company with over 6,500 staff in the region.

• Involved in numerous acquisitions in Australia and South East Asia. For

per

sona

l use

onl

y

The Board of Directors and Executives Carmelo (Charlie) Bontempo - Director • Mr Bontempo was one of the four founding partners of United Construction Holdings (today

known as UGL Limited) where he held the positions of General Manager and Executive Director and played a key role in the significant growth of the company.

• He was also Managing Director of Monadelphous Group Limited and played a key role during the company’s early restructuring period.

• Key advisor to numerous private and publicly listed companies including Decmil Group Limited.

Robert Whitton - Chairman • A Director at William Buck, Chartered Accountants & Advisors where he is head of their

Business Recovery team. • 25 years insolvency, reconstruction and business advisory experience gained across a range

of accounting firms and Non Executive Director to listed Australian companies.

Peter Dykes - Director • Over 15 years of experience in the technology industry, advising some of Australia’s largest

corporate clients, including BHP Billiton, Boral and Telstra also small start up companies in respect of their research and development and commercialisation efforts.

• Non Executive Director to listed Australian companies. • Director Onyx Capital.

For

per

sona

l use

onl

y

2009

Corporate History

• Company placed under Voluntary Administration on 18 November 2009.

• Restructure and rationalisation of company balance sheet.

2010

2011

• Requoted in March with Peter Dykes joining the Board of Directors. • Appointment of Richard Wright and Charlie Bontempo to the Board in

August, both from the Mining Services Sector. • Incorporation of FHL Mining Services Ltd to review opportunities in

the resource services sector. • A$3.8M in capital raised in the year

• Deed of Company Arrangement entered into. • Transformed into a clean ASX listed Shell. • Assessment of whether to continue trials in Italy and France of the

technology for non invasive early breast cancer detection. • No trading during the year.

For

per

sona

l use

onl

y

Recent Events

2012

• Appointment of Richard (Dick) Wright as Managing Director and Giuseppe Leone as Operating Officer in January.

• A$2.0M Capital raising in March. • Within just 4 months of the appointment of the management team:

An agreement to purchase the business of Industry Partners Pty Ltd and Immigration Partners Pty Ltd (the vendors) entered into for A$3.4M.

Based on Industry Partners forecast 2012 EBIT of A$1.2M, the business has been acquired on a multiple of less than 3.0 times.

Other potential acquisition targets under review.

• Change in nature and scale of activities, strategic entry into the resource services sector.

• Early exercise of unlisted options by strategic investors & directors

raising A$1.6M.

• Directors buying stock on market.

For

per

sona

l use

onl

y

Forthcoming Events

2012

To be approved at the forthcoming AGM on 31 May 2012 • Ratification of the A$2.0MCapital raising in March. • Fermiscan Holdings Ltd name change to Tempo Australia Ltd. • Change in nature and scale of activities. • Consolidation of capital (1 for 10 basis). • Approve issue of 2,000,000 shares at A$0.20 per share to vendors. • Issue 5,000,000 shares at A$0.20 per share to raise Capital of A$1.0M,

of which a minimum of A$0.75M will be taken up by the directors subject to shareholder approval.

For

per

sona

l use

onl

y

Shareholding Profile Significant Shareholders

Rank Shareholder Current

Holding

% Balance After

Consolidation 1.

Shares Issued

Under the

Prospectus 2./3.

Holdings Post

Consolidation

%

1 Carmelo Bontempo 163,224,481 11.5% 16,322,448 1,250,000 17,572,448 11.8%

2 Richard Wright 153,571,428 10.8% 15,357,143 1,250,000 16,607,143 11.1%

3 Peter Dykes 138,253,667 9.7% 13,825,367 1,250,000 15,075,367 10.1%

4 Autus Investments Pty Ltd 80,700,000 5.7% 8,070,000 - 8,070,000 5.4%

5 GAB Superannuation Fund Pty Ltd 77,500,000 5.4% 7,750,000 - 7,750,000 5.2%

Shareholders holding more than 5% 613,249,576 43.0% 61,324,958 3,750,000 65,074,958 43.5%

Balance of Shareholders 811,666,101 57.0% 81,166,610 3,250,000 84,416,610 56.5%

Total Issued Capital 1,424,915,677 100.0% 142,491,568 7,000,000 149,491,568 100.0%

Note 1. : Assumes that the consolidation is undertaken on a 1 for 10 basis.

Note 2.: 5,000,000 shares issued at A$0.20 under the prospectus to raise A$1.0M

Note 3.: 2,000,000 shares issued at A$0.20 to the vendor as consideration.

For

per

sona

l use

onl

y

Shareholding Profile

68%

32%

Top 20 Shareholder Profile

Top 20 Shareholders

Balance of Shareholders

77%

23%

Top 40 Shareholder Profile

Top 40 ShareholdersBalance of Shareholders

Top 20 Shareholders hold 68% of the stock Top 40 Shareholders hold 77% of the stock

For

per

sona

l use

onl

y

Company Structure

Tempo Resources Solutions Pty Ltd

(formerly FHL Mining Services Pty Ltd)

Fermiscan Holdings Limited (ASX: FER)

To be renamed Tempo Australia Limited (ASX: TPP)

Tempo Engineering Pty Ltd Tempo Construction & Maintenance Pty Ltd

Tempo Industry Partners Pty Ltd

Tempo Global Pty Ltd

Numerous private companies currently under evaluation for acquisition each with a varying focus

on engineering, construction and maintenance activities.

Overseas Acquisitions/JVs under consideration to support

Australian based activities.

Pla

n

Cu

rren

t /

Act

ual

For

per

sona

l use

onl

y

The Resource Services Sector

• Currently there is in excess of $150 Billion of Capital expenditure forecast from 2013 for

these sectors in Australia which will provide a sustained high level of construction activities up to 2018 and beyond.

• This forecasted capital expenditure will result in a shortage of resource services companies with an adequate number of skilled trades people to deliver these projects.

• These activities will also result in the growth of maintenance and sustaining capital works activities in future years.

Source: BIS Shrapnel

0

5

10

15

20

25

30

35

2008 2009 2010 2011 2012f 2013f 2014f 2015f

Resources (Mining Capex A$bn)

Iron Ore Coal Other Minerals

0

5

10

15

20

25

30

35

2008 2009 2010 2011 2012f 2013f 2014f 2015f

Energy (Oil & Gas Capex A$bn)

For

per

sona

l use

onl

y

• Fermiscan’s strategy is to create and grow a resource services company that will provide engineering, maintenance and construction services to the mining, energy and petrochemical sectors (resources sector).

The Strategy

• This will provide the company with the capability of delivering engineering, maintenance, construction and sustaining capital services.

• Based in Perth, initially operating in Western Australia and then expanding over time to an Australia wide footprint.

• Corporate overheads to remain lean with a focus on delivering the strategy.

• This strategy will be achieved through: An aggressive programme of identifying and evaluating suitable

private companies for acquisition;

An accelerated expansion program of the acquired businesses;

Delivering synergies between the acquired businesses; and

Focusing on people, productivity and performance.

For

per

sona

l use

onl

y

The First Acquisition

Enable Fermiscan to launch into the resource services sector;

Provide a high growth rate opportunity;

Give the company access to a large pool of Australian and overseas skilled tradespeople;

Provide a registered trade agreement with the Department of Immigration and Citizenship to sponsor overseas skilled tradespeople; and

Has the flexibility to integrate with and complement future acquisitions.

• Industry Partners core focus of partnering with people and clients will underpin the expansion of future acquisitions as well as continuing to service the growing demand for skilled trades.

• Peter Van Halewyn, former shareholder of Industry Partners will join Tempo Industry Partners as Business Development Manager and will capitalise on the boards years of industry experience and high level contacts.

• The existing management of Industry Partners will remain in the business and as such Tempo Industry Partners will be well positioned to meet the growing demand for skilled tradespeople.

• The first acquisition of Industry Partners is on track to be completed in June 2012 and will:

For

per

sona

l use

onl

y

Financial Outlook

• Industry Partners are forecast to achieve Revenues of A$11.0 M and EBIT of A$1.2M for their

financial year ending 30/06/12.

• The new business, Tempo Industry Partners, is forecast to contribute revenues of A$7.0M and an EBIT contribution of A$0.8M in H2 to Fermiscan’s results.

• With the existing management of Industry Partners remaining in the business, the company is on track to deliver accelerated growth in skilled trades revenue in Q4 2012/Q1 2013.

For

per

sona

l use

onl

y

Acquisition of a resource services company Q2 2012

The Path Forward

Annual General Meeting: 31 May 2012 • Notice of meeting issued 30/04/12. • Name change- Tempo Australia Limited. • Consolidation of capital (1 for 10 basis). • Approve change in nature and scale of activities. • Issue 2,000,000 shares at A$0.20 per share to vendors of Industry Partners. • A$1.0M Capital Raising at A$0.20 per share .

Update of corporate identity H2 2012 (Web Page/Logo/Branding…)

Additional capital raisings will be required and will largely depend on the size of the transaction and proportion of consideration of cash to shares.

Additional Acquisitions

Q3 2012 to Q1 2013 F

or p

erso

nal u

se o

nly