Capital Raising Presentation 4 July 2012
1 Vocus Communications Overview
Leading independent provider of wholesale and corporate telecommunications services in Australia and New Zealand, including:
• International internet (45% of Group revenue)(1)
• Voice (21% of Group revenue)(1)
• Data Centre and Cloud Services (18% of Group revenue)(1)
• Fibre and Ethernet (14% of Group revenue)(1)
Strong industry fundamentals and continued investment in network and sales force driving organic growth
Growth from successful acquisition and integration of 3 businesses since listing
• Acquisitions of E3 Networks (Sydney and Melbourne) and PerthIX (Perth) created a successful national data centre business
• Acquisition of Digital River Networks’ dark fibre assets formed base for rapidly expanding fibre services
• Recently completed acquisition of Maxnet Limited, New Zealand based data centre operator and cloud provider
Focus on differentiated customer service proposition and expanded product offering, along with strategic acquisitions, has resulted in customer growth from 103 in March 2010 to 363 in March 2012
Underlying EBITDA growth of ~132% from June 2010 to $16 – 16.5 million in June 2012 (based on low-end of guidance)
(1) Estimated contribution for FY12 2 Capital Raising Overview
• Vocus is launching an underwritten institutional placement of 9.15 million shares (15% of issued capital) to raise approximately $14.9m (“placement”)
• The placement is being offered at a fixed price of $1.63 per share
− 15.5 % discount to the share price on 3 July 2012 ($1.93)
− 14.7% discount to Vocus’ 5 day VWAP ($1.91)
• Vocus is also announcing a non-underwritten share purchase plan at the placement price, offering $15,000 of shares per eligible shareholder to raise up to $7.5m
• Vocus is undertaking the capital raising to fund existing capital expenditure requirements and provide financial flexibility for future growth
− Vocus continues to consider potential acquisitions that would expand or complement its existing product set
• Further detail, including timetable, can be found in the Appendix
3 Key Business Highlights
History of strong financial growth delivering shareholder returns supported by recurring annuity style revenue − Revenue growth of ~158% and underlying EBITDA growth of ~132% from FY10 to FY12(1) − Combination of organic and acquisition growth, with organic new product growth accelerating in FY12 − Total shareholder return of ~286% since listing(2)
Well positioned to benefit from positive industry trends − Growth of all divisions underpinned by continuing data consumption by consumers and corporates − Exposure to trend of increasing outsourcing and well positioned to capitalise on growth of cloud market
Strong customer growth momentum underpinned by differentiated customer service proposition − Increased number of customers by 252% over the last two years (to March 2012) − Weighted average customer contract length increased from ~24 to ~26 months since 1Q11
Carrier neutral operator − Dark fibre only actively provided by two other operators − One of very few ‘independent wholesalers’ of IP traffic
Continued execution on clearly developed growth strategy − Considerable operating leverage from fixed cost base in IP transit and Fibre − Significant cross selling opportunities from broader product offering − Proven acquisition track record, and expanding fibre network and data centre offering based on customer demand − Well positioned to capitalise on NBN opportunities
Experienced board and management team overseeing growth − Balance of telecommunications industry, M&A and listed company experience
(1) Using low-end of guidance (2) As at 3 July 2012 4 Experienced Board and Management
David Spence James Spenceley Chairman CEO • More than 20 years Telco experience • More than 14 years experience in ISP/Telco industry • Experience in over 20 internet businesses • Previously designed and deployed the $300m COMindico • Former CEO of Unwired Ltd network (later to be known as Soul, now owned by TPG • Managing Director and CEO of OzEmail Telecom) • Chairman of the Board of the Internet Industry Association • Elected Board Member of the Asia Pacific Network Information • Currently a Director of AWA Ltd and ASX listed Hills Holding Ltd Centre
Stephen Baxter Mark de Kock Independent Director Executive Director, Strategy • More than 18 years industry experience • More than 20 years industry experience • Co-founded PIPE Networks (now owned by TPG Telecom) and • Previously employed in Technical Management roles at Optus, was an Executive Director and Chief Technical Officer on listing Vodafone, Access Devices, HP (Tandem/Compaq) and • Started Adelaide ISP, SE Net (sold to OzEmail/UUNET) Andersen Consulting • Previously worked at Google Inc in California as a Technical Program Manager in the Network Deployment department
Nick McNaughton John Murphy Independent Director Non-Executive Director • Established Blue Cove Ventures in 2007 • Founder and Managing Director of IWPE • Member of the start-up teams of software companies Allaire, • Director of Investec Bank (Australia) Limited and Chairman of Soulmates Technology and Wily Technology the bank’s Investment Committee • Non-Executive Director & Chairman at Simmersion Holdings Pty • Director of ASX listed Clearview Wealth Ltd, Consultant at Brightcove and Board Observer at Windlab • Former Director of ASX listed companies, Southcorp, Invocare, Systems Specialty Fashion, Fonezone, amongst others • Previously spent 26 years with an international accounting firm
Jon Brett Richard Correll Non-Executive Director CFO • Experience as Director of a number of ASX listed companies, • Extensive experience in finance, media and communications including Techway, Kids Campus, Iocom, amongst others industries in the U.S., China, Europe and Australia • Formerly the Non Executive Deputy President of the NRMA • Previously held senior financial and general executive roles • Currently on the Board of several unlisted companies and a including CFO at Fox Sports Australia, Assistant to Managing Director of Investec Wentworth Private Equity (IWPE) Director at Austar, CFO at PocketMail Australia, Treasurer and Special Projects Manager at News Limited and Group Senior Manager at Ernst & Young
5 Product Overview
6 What We Provide and Where
Extensive network reach, connecting Australia and New Zealand to the world
Singapore Vocus Internet and Voice Vocus Domestic Ethernet Network Vocus Data Centres Vocus Fibre San Jose
L.A. Hawaii
Fiji Brisbane
Perth Adelaide Sydney Melbourne Canberra Auckland
Christchurch DR
7 International Internet
• Operates Australia’s largest wholesale IP Internet Revenue ($m) % Group Revenue (FY12E) backbone after Telstra and Optus 25 • Provides internet access to ISPs and Telcos 35.9% CAGR Internet in Australia, New Zealand and the US 20 45%
• Provides an internet offering to the Australian 15 corporate sector 10 • Indefeasible Right of Use (“IRU”) on Southern Cross Cable 5 • Doubled capacity in September 2011 to 0 meet increased demand FY10A FY11A FY12E • 31 Points of Presence (“POPs”) Key Internet Statistics • Internet products include: • Wholesale Internet FY11 FY12E • Corporate Internet Traffic Growth 128% 80% • Delivery of DSL, Fibre and Ethernet Total Customers 94 212 • Weighted average contract duration is ~24 Number of Internet POPs 23 31
months New Corporate Customers 030
8 Voice
• Provides several services, including: Voice Revenue ($m) % Group Revenue (FY12E)
12 • Call termination services 42.3% CAGR 10 • Porting traditional Voice numbers to VoIP for ISPs 8 6 • Provision of wholesale phone numbers to ISPs 4 2 Voice • Voice network combined with the Fibre and IP 21% 0 network should provide a strong value FY10A FY11A FY12E proposition and cost structure going forward
• Capitalising on this opportunity will be a focus in FY13
9 Data Centre and Cloud Services
• Operates 7 data centres across five cities, Data Centre and Cloud Services % Group Revenue (FY12E) including two in New Zealand(1) Revenue ($m) 10 • Offers leases on individual rack units or Data Centre 198.5% and Cloud private suites 8 18% • Sells bundled connectivity, Data Centre and 6 Could services 4 • Contracts typically 24 – 36 months, though 2 can be up to 10 years 0 • Customers charged monthly, either: FY10A FY11A FY12E • Per rack of equipment (including power) Summary of Data Centres • By caged floor area for large customers (power billed separately) Location Size Utilisation • Recently secured lease and additional power Sydney (SYD1, SYD2, SYD3a) 897m2 81% required to expand Sydney capacity by Melbourne 490m2 100% 453m2 (SYD3)(2) Perth 536m2 93% • Also secured option for additional Auckland 420m2 72% 1,000m2 of space (SYD4) which would increased existing capacity by 174% Christchurch 128m2 33%
(1) New Zealand (Auckland and Christchurch) data centres acquired as part of the purchase of Maxnet Limited (2) Initial Stage Expansion of 98m2 of the Sydney facility (S3a) expected to be complete by 30 June 2012 10 Fibre and Ethernet
• Owns and operates fibre optic networks in Fibre and Ethernet Revenue ($m) % Group Revenue (FY12E) CBD and metro 6 83.4% CAGR • Sydney 4 • Melbourne • Brisbane 2 • Purchased the fibre assets of Digital River Networks in May 2011 Fibre / 0 Ethernet • Expansion of the network is a result of FY10A FY11A FY12E 14% robust customer demand Key Operating Metrics • In-house network design and At Acquisition(1) June 2012 construction capabilities provide for low (April 2011)
cost expansion Fibre length 59km 176km(2) • Customer contracts are typically 36 – 60 Number of Dark Fibre 27 219 months in duration services
• Significant operating leverage given fixed Data Centres connected 943 cost base and current low utilisation On-net buildings 60 166
Utilisation <2% <5%
(1) Acquisition of Digital River Networks assets, announced 8 April 2011 11 (2) Expected to increase to 275km by December 2012 Increasing Returns on Fibre Capex
• Demonstrates Vocus’ immediate success in sales Growing Efficiency Fibre capex $x for each $1 of contracted revenue 3.50
• Vocus expects capex required 3.00
to sell new contracted 2.50 revenue to continue to 2.00 3.29 decrease 1.50 1.00
0.50 1.23 1.04
• Network utilisation remains - Digital River* 1H12 2H12E <5% with large potential to sell * Digital River capex efficiency is calculated using the purchase price of Digital more services on existing River Networks and contracted revenue arising from the acquisition infrastructure
12 Putting it All Together
• Continued increase in internet traffic and importance of internet access, dark fibre links and data centre space
• Move to the cloud will also increase the need for these products and services
• Vocus has competitive infrastructure based products in each of these 3 areas • International connectivity – to access data internationally • Dark Fibre – to connect to the data / cloud • Data Centre – to host the data / cloud
• More reliance on dark fibre and data centres creates more opportunity for Vocus Fibre
• Integrated Internet / Fibre / Data Centre offering attractive to corporate customers
• Dark Fibre and a High Speed Internet Backbone differentiates Data Centre proposition 13 Evolving Sales Mix Creating a More Balanced Portfolio
• Vocus continues to see increasing diversity in composition of new sales
Q3 2010 Q3 2011 Q3 2012
22% 18% 31%
18% 60%
100% 51%
Internet Fibre/Ethernet Data Centre
14 Continued Investment in Sales
• Significant Investment in Sales and Marketing Teams • Australia / NZ sales footprint – Sydney, Melbourne, Perth, Brisbane and Auckland
At Listing – FY10 FY12E
Number of Sales 15 Offices
Sales & Marketing 3.5 16 Team (FTEs)
Marketing Events 9 19
Marketing Budget $172k $425k
15 Resulting in Strong Customer Growth
Customer Growth Organic • Vocus is experiencing strong organic Growth 363 customer growth Perth data centre and dark fibre 337 acquisition 309 • Exciting growth from international 301 carrier customers
• Integrated Internet / Fibre / Data Centre E3 data offering attractive to corporate centre customers acquisition 145 133 111 112 103 • Increasing number of new sales are 96 81 bundled 67 54 45 28 • Continued low churn rate 13 08 09 10 11 09 10 11 12 08 09 10 11 08 09 10 11
Jun Jun Jun Jun Sep Sep Sep Sep Dec Dec Dec Dec Mar Mar Mar Mar
Source: Billing Data Notes: Customer numbers at Q3 Mar 12 excludes customers from the Maxnet acquisition 16 Positive Trends in Contract Duration
Contract Duration (Months) • Vocus’ weighted 26.50 average remaining 26.00 Weighted average contract duration has 25.50 remaining contract duration
increased in FY12 due 25.00 to significant growth in 24.50 Data Centre and Fibre 24.00
Months 23.50 • Greater earnings 23.00 visibility from increasing 22.50 recurring annuity style revenue 22.00 21.50
21.00 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12 Q2/12 Q3/12
17 Transitioning to a Corporate Focus
Channel Products Segments FY11 Sales by Channel
• Internet Corporates Wholesale Corporate • Data Centres 96% • Fibre & Ethernet
• Internet Corporat Telcos Corporate e •Voice 4% Wholesale Service Providers 4% • Data Centres Hosting Providers FY12E Sales by Channel • Fibre & Ethernet
Wholesale • Channel manager hired to manage sales activity 82% outside the primary Corporate and Wholesale Corporate channels 18%
Corporat e 18%
18 Select Vocus Customers
Internet service providers Corporate
19 ClickCross Selling to edit Master title
Number of Customers Across Services • Significant opportunity to cross 363 sell services
• 363 customers at the end of 3Q12 Significant cross selling • ~45% only have one Vocus opportunity product 163
• Such customers present a 132 source of strong sales leads
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9
Total 1234 number of Number of services customers
20 Click to edit Master title
Financial Overview
21 ClickStrong Historicalto edit FinancialMaster Performance title
Half Year Revenue $25 • 200% increase in revenue from FY10H1 $20 Millions $15 • Continued demonstrated growth in core business $10
$5 • Expanding product balance with Data $- Centre and Fibre & Ethernet products FY10H1 FY10H2 FY11H1 FY11H2 FY12H1
Half Year Underlying(1) EBITDA $8 • 180% increase in Underlying EBITDA $7 from FY10H1 $6 Millions $5 $4 • Margin growth from significant $3 operating leverage, bundling $2 opportunity and focus on corporate $1 market $- FY10H1 FY10H2 FY11H1 FY11H2 FY12H1
(1) Excludes FX effects (predominantly unrealised on USD liability) 22 Combination of Organic and Acquired GrowthClick to edit Master title
Revenue ($m) Revenue Growth(1)
50 FY10-12E FY11-12E CAGR 45 Organic growth 42% 23% 40 Acquired growth n.a. 301% 35
Total growth 61% 46% 30
25 • Strong growth of organic business and 20 new organic products
15 • Continued focus on recurring annuity 10 style revenue model
5 • Acquisitions providing a strong platform for future organic growth 0 FY10A FY11A FY12E Acquired Revenue Organic Revenue
Source: Management accounts (unaudited) (1) Using low-end of guidance 23 ClickSummary to Financialsedit Master title
($ in millions) Growth (FY11 FY10 FY11 FY12E – FY12E)(3)
Revenue 17.5 30.7 45.0 – 47.0 46.0%
EBITDA 8.1 13.2 n.a.
Net foreign exchange loss / (1.2) (3.7) n.a. (gain)
Underlying EBITDA 6.9 9.5 16.0 – 16.5 67.7%
Reported NPAT(1) 3.8 8.1 n.a.
Underlying NPAT(1)(2) 2.9 5.5 n.a.
(1) Excludes net movement on hedging transactions (net of tax) of ($0.3m) in FY11 (2) Excludes foreign exchange gain (net of tax) of $0.9m in FY10 and $2.6m in FY11 (3) Assumes low-end of guidance
24 ClickBalance to Sheet edit Post-Capital Master titleRaising
Pro-forma Balance Sheet(1) • Vocus has two facilities available to it totalling $9.9m, Pro-forma provided by CBA
Total bank debt(2) $(7.4)m • Vocus has drawn $7.4m to fund the acquisition of Maxnet Total IRU liability $(28.1)m
Total borrowings $(35.5)m • Facility is 50% amortising with maturity June 2015
Cash $25.3m • Vocus has ample headroom under customary covenants Net debt $(10.2)m • The capital raising ensures conservative gearing is Net cash $17.9m (excl. IRU liability) maintained, as well as providing flexibility to fund growth initiatives including extension of fibre network • The metrics above are not forecasts but are intended to show the pro forma illustrative financial effects of the placement and the SPP
• Excludes transaction fees and assumes the maximum amount of $7.5m is raised under the SPP
(1) Balance sheet data as at 31 May 2012 25 (2) Bank debt drawn down upon the acquisition of Maxnet Limited in June 2012 (no drawn bank debt prior to the Maxnet acquisition), excludes finance equipment leases ClickIRU and to FX edit Hedging Master title
IRU Liability and Hedge Position
• Total IRU borrowing $45.1m (including initial IRU and additional borrowings due to capacity increases in Jan and Sep 2011)
• Liability reduced by $17.0m since inception
• $28.1m remaining (43% hedged)
• Reduced liability by $2.4m in 5 months to May 2012
Source: Management accounts at May 2012 (unaudited)
26 ClickFY12 Has to Beenedit anMaster Expansion title Year
Growth Capex Spend by Product • Major investment made in 14 12 Fibre Network in FY12 based
Millions 10
on customer demand 8 8.13 6
4 0.37 2 2.09 1.98 1.27 1.49 • Data Centre expansion of - 1.18 Sydney Facility in both FY11 FY10 FY11 FY12E (SYD02) and FY12 (SYD03) Core Network Data Centre Fibre Overall Maintenance Capex Spend
1.20
1.00
Millions 0.80
0.60 1.01 0.40 0.54 0.20 0.30 - FY10 FY11 FY12E
Maintenance Capex
Note: Capital expenditure spend includes items acquired under finance lease which totals 27 $0.6m in FY10, $1.2m in FY11 and $0.7m in FY12E Click to edit Master title
Appendix Capital Raising Overview
28 ClickOverview to ofedit the OfferMaster title
Placement • Placement of 9.15m shares offer size • 15% of issued share capital • Placement will raise $14.9m at the offer price Placement • Fixed offer price of $1.63 per share offer price • 15.5% discount to Vocus’ share price on 3 July 2012 ($1.93) • 14.7% discount to Vocus’ 5 day VWAP ($1.91)
Timing • 1-day trading halt on 4 July 2012 • Books open on 4 July 2012 at 10:00am (Sydney time) • Books close on 4 July 2012 at 4:00pm (Sydney time)(1)
Ranking • The new shares will be fully paid and will rank equally with Vocus’ existing issued shares
Underwriting • Placement is fully underwritten by Credit Suisse (Australia) Limited
Share • A non-underwritten share purchase plan of $15,000 per eligible shareholder will be offered following the Purchase placement Plan (“SPP”) • Share purchase plan to be capped at a maximum of $7.5m • Eligible shareholders are those who are registered on the record date of 4 July 2012 (7.00pm, Sydney time) with a registered address in Australia or New Zealand
(1) The underwriter reserves the right to close the book build earlier. 29 Timetable
Key Dates - Placement(1) Bookbuild opens (10.00am) 4 July 2012 Bookbuild closes (4.00pm)(2) 4 July 2012 Ordinary shares recommence trading 5 July 2012 Settlement of placement shares 11 July 2012 Allotment and trading of placement shares 12 July 2012
Key Dates - Share Purchase Plan(1) Record Date (7.00pm) 4 July 2012 SPP materials despatched to eligible shareholders 12 July 2012 SPP opens 12 July 2012 SPP closes (5.00pm) 27 July 2012 SPP allotment date 7 August 2012 Despatch of Transaction Confirmation Statements 13 August 2012
(1) All times refer to Sydney time. (2) The underwriter reserves the right to close the book build earlier. 30 Contacts
James Spenceley Level 1, Vocus House
CEO 189 Miller Street North Sydney
Mark de Kock
Executive Director, Strategy P: +61 2 8999 8999 F: +61 2 9959 4348
E: [email protected] Rick Correll
CFO www.vocus.com.au
31 Important Notices Regarding Foreign Jurisdictions
• This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdictions in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below
European Economic Area – Belgium, Denmark, Germany, Luxembourg and Netherlands The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.
An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:
(a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements); (c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. France This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.
Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of nonqualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.
32 Important Notices Regarding Foreign Jurisdictions
Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.
Ireland The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The New Shares have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.
New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).
The New Shares in the entitlement offer are not being offered to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
Other than in the entitlement offer, New Shares may be offered and sold in New Zealand only to: •persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or •persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.
33 Important Notices Regarding Foreign Jurisdictions
Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
United Kingdom Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
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In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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