Emerson Stewart Group Limited

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EMERSON STEWART GROUP
For personal use only
LIMITED
ASX ANNOUNCEMENT
16 August 2011
Investor Presentation – Clearer Copy Attached
Emerson Stewart Group Limited (ASX:ESW) provides a clearer copy of the Investor Presentation released
earlier today.
- ENDS -
EMERSON STEWART GROUP
For personal use only
LIMITED
About Emerson Stewart Group Limited (ASX: ESW)
Emerson Stewart Group Limited through its wholly owned subsidiaries provides; environmental,
surveying, mapping, town planning, engineering, project delivery and specialist consulting services
to blue chip clients across the resources, infrastructure and energy sectors. The Group has 6 offices
located at strategic locations within Western Australia and approximately 180 people.
www.emersonstewart.com
www.whelans.com.au
For more information:
Dario Amara
Vince Salsano
Emerson Stewart Group Limited
Emerson Stewart Group Limited
Group CEO
Group CFO
(08) 9424 9555
(08) 9424 9555
EMERSON STEWART GROUP
For personal use only
LIMITED
TRANSACTION FINANCING ROADSHOW
Acquisition of OTOC Group Pty Ltd
August 2011
EMERSON STEWART GROUP LIMITED
Page 1
Disclaimer
For personal use only
Important Notice
This presentation (‘Document’) has been prepared by joint lead managers Bedford Capital Partners Pty Limited and Bligh Capital Partners
Pty Ltd (together the ‘JLMs’) on behalf of Emerson Stewart Group Limited (‘ESW’).
This Document should not be considered as an offer or invitation to subscribe for or purchase any securities in ESW or as an inducement
to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in ESW should be entered into
on the basis of this Document.
This Document contains high level information only and does not purport to be all inclusive or to contain all information which its
recipients may require in order to make an informed assessment of ESW and its prospects. Any forecasts and forward looking
information contained in this Document are subject to risks and uncertainties and are not a guarantee of future performance. Actual
performance will almost certainly differ from those expressed or implied.
The JLMs make no representation or warranty, express or implied, as to the accuracy, currency or completeness of the information
presented herein. Information contained in this Document may be changed, amended or modified at any time by the JLMs. The JLMs are
under no obligation to update any information or correct any error or omission which may become apparent after this Document has
been issued.
To the extent permitted by law, the JLMs and their officers, employees, related bodies corporate and agents (‘Associates’) disclaim all
liability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of the JLMs and/or
their Associates) for any loss or damage suffered by recipients of this Document or other persons arising out of, or in connection with,
any use of or reliance on this Document or information contained herein. By accepting this Document, the recipient agrees that it shall
not hold the JLMs or their Associates liable in any such respect for the provision of this Document or any other information provided in
relation to this Document.
Recipients of this Document must make their own independent investigations, consideration and evaluation of the information
contained herein. Any recipient that proceeds further with its investigations, consideration or evaluation of the information described
herein shall make and rely solely upon its own investigations and inquiries and will not in any way rely upon this Document. Recipients of
this Document should not act or refrain from acting in reliance on material in this Document.
This Document should be read in conjunction with the Notice of Meeting dispatched to ESW shareholders on 28 July 2011 and other ASX
announcements released in relation to the transaction described herein.
EMERSON STEWART GROUP LIMITED
Page 2
For personal use only
Executive Summary
Emerson Stewart Group Limited (ASX: ESW) is to acquire 100% of OTOC Group Pty Ltd
(‘OTOC’), a leading installer of mine site accommodation and non-process infrastructure
to blue-chip clients in north west Western Australia

Established in 2003, OTOC has successfully developed into a well respected, low capex and profitable business
with unaudited revenue of $52 million in FY2011 and forecast revenue of $89 million for FY2012 (71% secured)

ESW will acquire OTOC for initial consideration of $20 million split equally between cash and ESW shares at $0.20
o OTOC may earn up to an additional $8 million in new ESW shares at $0.20 (via conversion of performance
shares) subject to achieving prescribed earnings before interest and tax (‘EBIT’) milestones in FY2012

Following the transaction, OTOC shareholders will hold up to 42% of ESW (on a fully diluted basis including the
full conversion of performance shares)

The acquisition of OTOC represents a step change transaction that will significantly leverage ESW to the growing
resources sector spend in north west Australia and is complimentary to ESW’s existing survey and mapping
business Whelans

ESW intends to fund the acquisition via a $17.4 million capital raising at $0.20 per share
o $11.9 million placement to sophisticated and institutional investors
o $5.5 million fully underwritten entitlement issue (3-for-4 basis)

ESW’s two largest shareholders (including Managing Director Mr. Dario Amara) will cornerstone up to $4 million
of the total capital raising

The acquisition of OTOC and capital raising are subject to shareholder approval on 30 August 2011
EMERSON STEWART GROUP LIMITED
Page 3
For personal use only
Background to the Transaction
The acquisition of OTOC is a transformational transaction for ESW. OTOC will add forecast
EBIT of $6.9 million on revenues of $89 million for FY2012 with a clearly articulated plan
to significantly grow and diversify revenues

ESW has a highly respected technical team but has struggled to achieve scale as an ASX company

The acquisition of Whelans has broadened geographic reach, client list and revenue base – but ESW seeks a
much stronger earnings profile which is better leveraged to the north west resources sector spend

The acquisition of OTOC will deliver this stronger earnings profile
o Strong order book with 71% of budgeted FY2012 revenue in hand (refer Appendix A)
o Strong exposure to the WA resources sector, where current and planned project expenditure is more than
$175 billion (refer Appendix C) – with over $5.4 billion in OTOC’s key sectors (refer Appendix B)
o OTOC is a direct construction lead – not a subcontractor – with barriers to entry through relationships,
technical knowledge, plant and equipment and specialisation in providing turnkey solutions
o Highly scalable with national growth prospects via existing client base and new tendering opportunities
o OTOC has all systems, certifications and pre-qualifications in place to support this future growth

In turn, ESW provides OTOC with:
o
A solid platform to grow the business into the future
o Natural synergies with existing Whelans business including clients and area of operations
o Whelans will also provide OTOC with a “first look” into new projects
EMERSON STEWART GROUP LIMITED
Page 4
For personal use only
Introducing OTOC
OTOC is a leading non-process
infrastructure construction company to
the WA resources sector founded in 2003
Outlook and Strategy

Current order book at $64 million, representing
71% of FY2012 budgeted revenue in hand


>$5.4 billion in contracts projected to be awarded
in OTOC’s industry sector over the next 2 years

New capital will allow OTOC to bid for and execute
larger contracts >$50 million

Expanding NPI, civil works and maintenance
capability

Opportunities for diversification into other
maintenance and associated services

Provides a turnkey mining camp installation service
including camps, offices, EPCM buildings and other
NPI and civil works
Income is derived from a mix of both new
construction and refurbishment works
Earnings ($m)
FY10 (A)
FY11 (F)
FY12 (F)
Revenue
45.7
51.9
89.0
EBITDA
3.5
5.4
7.3
Depreciation
(0.8)
(0.4)
(0.4)
EBIT*
2.7
5.0
6.9
Major Clients
*FY2011 forecast EBIT normalised for restructuring and abnormal expenses

160 permanent staff operating from bases in Perth
and Newman

Exemplary safety record with a LTIFR of 0%

Prequalified with BHP Billiton, Rio Tinto and FMG
and SAI globally accredited in HSE and QA

WA Business News Rising Star Award June 2011
EMERSON STEWART GROUP LIMITED
Page 5
For personal use only
Introducing OTOC
Christmas Creek, Pilbara
(Complete)
 Client – Rio Tinto, Calibre Rail
 Location – Weelumurra, Pilbara
region
 Job/Camp Size – 140 buildings
complete turnkey package
 Client: Fortescue Metals Group
 Job/camp size: 900 man camp including infrastructure upgrades
and new kitchen diner
 Contract value: $20 million
 Contract Value – $6.5 million
Weelumurra, Pilbara
(Complete)
 Client: Rio Tinto / Calibre Rail
 Job/Camp Size: 140 man camp complete turnkey package
 Contract Value: $6.5 million
EMERSON STEWART GROUP LIMITED
Page 6
For personal use only
ESW Corporate Snapshot
Market Value
ESW provides environmental, surveying, mapping, town
planning, engineering and specialist consulting services

Operates through two wholly owned subsidiaries – Emerson Stewart
Consulting and Whelans
o Original consulting business established in 2005 by group CEO and
major shareholder Mr. Dario Amara and listed on ASX June 2008
o Acquired specialised survey, mapping and town planning business
Whelans (WA) Pty Ltd in February 2010

Now has 6 offices strategically located throughout Western Australia

150 staff

Executive and staff currently own circa. 52% of ESW
Last close (12-Aug-11)
$
0.05
Ordinary shares on issue
m
129.4
Market capitalisation
$m
6.5
Cash (Dec-10)
$m
0.9
Borrowings (Dec-10)
$m
4.0
Enterprise value
$m
9.6
Share Price Performance
$0.14
$0.12
$0.10
$0.08
$0.06
$0.04
$0.02
Aug-10
Directors
Position
Steven Cole
Non-Executive Chairman
Dario Amara
Managing Director & CEO
James Cullen
Non-Executive Director
Sources: ASX, IRESS
EMERSON STEWART GROUP LIMITED
Shareholders
Shares (m)
%
Dec-10
Apr-11
Aug-11
Trading Statistics
Dario Amara
36.6
28.2
12 month range
$
0.04 - 0.13
Whelans vendors
30.8
23.8
5 day VWAP
$
0.0508
Entrust
20.7
16.0
30 day VWAP
$
0.0543
Sub-total
88.1
68.0
90 day VWAP
$
0.0508
Others
41.4
32.0
Avg daily volume (3 mth)
#
34,119
Total
129.4
100.0
3 mth turnover (% total)
%
1.7
Page 7
For personal use only
Whelans
Established in the 1920s, Whelans is the
industry leader in WA for surveying,
mapping and town planning


Operations
Whelans Surveying
Large diversified client base across property and
mining industries – public and private sector clients
110 professional staff and offices in Perth,
Karratha, Broome, Kununurra and Kalgoorlie
 Land development
 Engineering
surveys
 Cadastral surveys
 Exploration and
mining surveys
Whelans Mapping
 Aerial mapping
Earnings ($m)
FY10 (A)
FY11 (F)
FY12 (F)
Revenue
17.0
22.0
25.0
EBITDA
2.3
4.0
4.7
Depreciation
(0.9)
(1.1)
(1.0)
EBIT*
1.4
2.9
3.7
 Ortho processing
 Mine mapping
Town Planning
*before allocation of corporate costs
 Land use planning
 Strategic and
community
 Statutory planning
 Development
management
Outlook
Executive

Strong forward order book (80% secured)
principally related to oil & gas sector works

Brian Hill – Managing Director Whelans and
Manager Surveying

Positive outlook with major LNG and industrial
developments expected to provide stable forward
earnings

Glyn Mattock – Manager Mapping/GIS

Gavin Hassett – Manager Town Planning
EMERSON STEWART GROUP LIMITED
Page 8
For personal use only
The Transaction
ESW proposes to acquire 100% of OTOC
for $20 million (plus earn-out*) supported
by a $17.4 million capital raising at $0.20
1.
ESW to be reconstructed on 2-for-7 basis
2.
ESW to acquire 100% of OTOC for initial
consideration of $20 million split equally between
cash and ESW shares at $0.20
o OTOC may earn up to an additional $8
million in ESW shares subject to achieving
prescribed EBIT milestones in FY2012*
o Equates to a 4.3x FY2012 EBIT multiple*
3.
ESW to raise $17.4 million at $0.20 via:
o $11.9 million placement to sophisticated and
institutional investors
o $5.5 million fully underwritten entitlement
issue (3-for-4 basis)
4.
OTOC may appoint up to 3 nominees to the ESW
board – CEO and founder Mr. Adam Lamond, Mr.
Tom Lawrence and one other (refer Appendix E)
Proforma Capital Structure
Shares (m)
Raise ($m)
Current ESW shares on issue
129.4
Reconstruction (2-for-7)
37.0
Placement
59.5
11.9
Entitlement issue (3-for-4)
27.7
5.5
OTOC vend shares
50.0
-
Post vend and raising**
174.2
17.4
OTOC performance shares*
40.0
-
Proforma
214.2
17.4
* based on OTOC achieving FY2012 EBIT of $6.5 million
(please refer to the Notice of Meeting)
** Market capitalisation at $0.20 of $34.8 million
Use of Funds ($m)
OTOC cash consideration
10.0
Working capital
6.5
Costs of the offer
0.9
Total
17.4
ESW’s two largest shareholders will cornerstone up to
$4 million of the total capital raising
EMERSON STEWART GROUP LIMITED
Page 9
For personal use only
Valuation of ESW
The transaction has been structured to
purchase Whelans at an attractive
multiple of forecast FY2012 EBIT
ESW Valuation ($m)



At the transaction price of $0.20, ESW has an
enterprise value of $10.5 million
Equates to an EBIT multiple of 3.8 based on ESW’s
forecast group earnings of $2.75 million (after
corporate costs) for FY2012
Based on Whelans stand-alone forecast EBIT of
$3.7 million for FY2012 (before allocation of
corporate costs), the multiple paid becomes 2.8
times forward earnings
EMERSON STEWART GROUP LIMITED
Transaction price ($)
0.20
Post consolidation shares on issue (m)
37.0
Market value of ESW
7.4
Net debt (Dec-10)
3.1
Enterprise value
10.5
ESW FY2012 (F) EBIT*
2.75
Multiple
3.8
* After corporate costs
Page 10
For personal use only
Combined Group
New ESW group forecast FY2012
EBIT of circa. $9.65 million on
revenues of $117 million
Emerson Stewart
(ASX: ESW)
100%

3 wholly owned business units
servicing the high growth north west
Australian resources infrastructure
sector

Post transaction, ESW will have a
strong balance sheet with circa. $7.5
million in working capital



Total staff of around 310 (including 40
staff currently associated with the
consulting business)
EMERSON STEWART GROUP LIMITED
100%
Indicative Proforma Shareholder Structure
7.2%
31.4%
Dario Amara
4.1%
9.8%
Strategic office locations in Perth,
Karratha, Kalgoorlie, Kununurra,
Broome and Newman
Emerson Stewart intended to be
rebranded OTOC Group Limited to
better reflect the focus of the new
group moving forward
100%
Whelans block
Entrust
5.5%
Other ESW shareholders
OTOC - vend shares
18.7%
23.3%
OTOC - FY2012 earn out
New investors (capital raising)
Page 11
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Combined Group
Balance Sheet ($m)
As at 31 December 2010
ESW
Reported
OTOC
Unaudited
Proforma
Adjust.
Proforma
Cash
0.94
0.91
6.36
8.21
Receivables
7.34
9.92
-
17.25
WIP
1.80
-
-
1.80
Other
1.11
-
-
1.11
11.18
10.83
6.36
28.36
PPE
4.28
3.23
-
7.50
Intangibles
3.46
1.10
17.30
21.85
Other
0.80
-
-
0.80
Total non-current assets
8.54
4.32
17.30
30.16
19.71
15.15
23.66
58.52
Payables
2.37
5.53
-
7.90
Notes:
Loans and borrowings
2.16
1.14
-
3.30
1
Employee benefits
1.58
0.28
-
1.86
Total current liabilities
6.11
6.94
-
13.05
Loans and borrowings
1.87
1.51
-
3.38
Employee benefits
0.19
-
-
0.19
Total non-current liabilities
2.06
1.51
-
3.56
Total liabilities
8.16
8.45
-
16.61
11.55
6.70
23.66
41.90
Total current assets
Total Assets
NET ASSETS
EMERSON STEWART GROUP LIMITED
Comments

Pro-forma balance sheet
incorporates ESW’s audit
reviewed accounts as at 31
December 2010 and an
unaudited balance sheet for
OTOC as at 31 December 2010 1

Pro-forma balance sheet
incorporates adjustments due to
the effect of the acquisition,
placement and the entitlement
issue 2
The balance sheet of OTOC is not
audited so may not incorporate the effect
of those Australian Accounting Standards
with which ESW is required to comply. The
balance sheet of OTOC has also been
adjusted for the disposal of properties
and repayment of related party loans as
part of the transaction
2
Assumes that the performance shares
meet the criteria for maximum conversion
(please refer to the Notice of Meeting)
Page 12
For personal use only
FY2012 Budget Estimates
P&L Budget Estimate ($m)
Year end 30 June 2012
OTOC
ESW
TOTAL*
Sales revenue
89.00
27.50
116.50
Operating expenses
(81.68)
(22.41)
(104.09)
7.32
5.09
12.41
(0.42)
(1.35)
(1.77)
6.90
3.74
10.64
Corporate cost allocation
-
(0.99)
(0.99)
EBIT after corporate costs
6.90
2.75
9.65
EBITDA
Depreciation expense
EBIT
Comments

Budgets for OTOC and ESW are
presented on a pre-transaction
basis

ESW group corporate costs for
FY2012 expected to be circa.
$992,000 (pre-transaction)

OTOC has 71% of budgeted
FY2012 revenue booked

Whelans has in the order of 80%
of budgeted FY2012 revenue
booked, having recently secured
and commenced works on a
number of long term projects
throughout the Pilbara,
including LandCorp’s high profile
‘Karratha City of the North
Project’ - a large scale
redevelopment of Karratha’s
CBD

Emerson Stewart Consulting has
in the order of 60% of budgeted
FY2012 revenue booked
* The total is not a pro-forma earnings number. Actual pro-forma earnings
for the new combined group remains subject to relevant AASB treatment
EMERSON STEWART GROUP LIMITED
Page 13
Transaction Timetable
For personal use only
Action
Date*
Announce transaction
COMPLETE
Satisfaction of mutual due diligence
COMPLETE
Notice of Meeting dispatched
COMPLETE
Finalise s708 placement capital raising
15-19 Aug
General Meeting to approve transaction
Further Information on Entitlement Issue

o Are registered as a holder of shares as at
5.00pm Perth time on 20 September 2011
(Record Date); and
30 Aug
Finalisation of consolidation
o Have a registered address in Australia or New
Zealand only
9 Sep
Record Date for entitlement issue
20 Sep
Issue and settlement of placement shares
21 Sep
Dispatch of entitlement issue offer documentation
22 Sep
Settlement of transaction and announcement
23 Sep
Issue of entitlement issue shares
20 Oct
* Dates are indicative only and are subject to change.
Any material changes will be announced to the ASX

The issue price under the entitlement issue is the
same price as set under the placement

The entitlement issue is non-renounceable. This
means ESW shareholders who do not take up their
entitlements will not be able to transfer or receive
any value for those entitlements and their equity
interest in ESW may be diluted

Eligible ESW shareholders as at the Record Date
may choose to accept all, part or none of their
entitlements (but not more)

Entitlements of eligible shareholders which are not
taken up will lapse upon close of the offer

Eligible ESW shareholders will receive an offer
booklet and a personalised entitlement and
acceptance form which will provide further details
on how to participate
Further Information on the Placement


The placement will be made to institutional and
sophisticated investors only as defined under
Section 708 of the Corporations Act 2001
Subject to ESW shareholder approval at the
General Meeting on 30 August 2011
EMERSON STEWART GROUP LIMITED
The entitlement issue is a pro rata offer to eligible
ESW shareholders who:
Page 14
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Summary








Proven low capex business model leveraged
to the high growth WA resources sector
Long-term growth underpinned by significant
tendering opportunities in all key sectors
Current order book $64 million representing
71% of FY2012 budgeted revenue in hand
Strong barriers to entry via technical skill set,
turnkey specialisation and tier 1 client base
Natural synergies with ESW’s existing survey
and mapping business Whelans
Forecast combined group EBIT of $9.65 million
for FY2012 on revenues of $117 million
Enhanced executive and management team
committed long-term to the business
Compelling valuation for ESW shareholders on
4.1x multiple of forecast FY2012 EBIT
EMERSON STEWART GROUP LIMITED
Page 15
APPENDIX
A
OTOC FY2012 Budget Workings
For personal use only
Client
Project
Contract Value ($m)
KBR / Rio Tinto
Wandoo housing upgrade
3.7
Westnet Rail
New rail accommodation
8.7
Macedon camp
15.9
NPI works
6.0
NPI and village expansion
20.8
Roy Hill
8.5
BHPB / Technip
BHP Billiton
Rio Tinto
Hancock Prospecting
TOTAL
 Increasing presence in oil & gas
expected to be boosted by
combination with Whelans
business
63.6
Budget Revenue by Sector
25%
71% of budgeted FY2012
revenue is secured with
order book at $63.6 million
Budget Revenue by Works
 Increased focus on expanding NPI
and civil works capability
30%
Oil & Gas
Villages
Mining
NPI
70%
75%
EMERSON STEWART GROUP LIMITED
Page 16
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APPENDIX
B
OTOC Short Term Contract Opportunities
Over $5.4 billion in new contracts projected to be awarded in OTOC’s industry sector over
FY2012-13. Following the transaction, OTOC will be in a position to bid for a significant
number of +$50 million contracts across village installation, NPI and civil works
Client
Project
Type
Contract Value ($m)
Award Timing
FMG
Solomon
NPI, Civils
150
Mid 2011
Hancock
Roy Hill
Village, NPI, Civils*
1,500
Mid 2011
Chevron
Wheatstone
Village, NPI, Civils
750
Dec H 2011
Rio Tinto
Pilbara 330 Mtpa
Village, NPI, Civils
+300
June Q 2011
BHPB
Rapid Growth 6
Village, NPI, Civils
300
Sep Q 2012
Inpex
Ichthys LNG
Village, NPI, Civils
500
Late 2011
Woodside
Browse LNG
Village, NPI, Civils
700
Mid 2012
Asia Iron
Extension Hill
Village, NPI, Civils
500
TBA
Various
Village, NPI, Civils
700
TBA
API
TOTAL
5,400
* Roy Hill Project will include port and mine villages, rail camps and NPI works
EMERSON STEWART GROUP LIMITED
(Source: OTOC)
Page 17
For personal use only
APPENDIX
C
Western Australia Resources Outlook
There is currently over $175 billion worth
of projects in WA committed or under
consideration during the next few years
(source: Prospect Magazine Jun-Aug 2011, Department of Mines and Petroleum)
Project
Value ($b)
Gorgon JV Gas Processing Project
43.0
Browse LNG Precinct
30.0
Chevron - Wheatstone LNG
23.0
Woodside – Pluto LNG Project
14.0
Hancock Prospecting – Iron Ore Mine – Roy Hill
7.0
FMG – Central Pilbara Project
7.0
CITIC Pacific – Cape Preston Mine and Processing Projects
5.2
North Rankin Redevelopment
5.0
BHP Billiton Iron Ore Rapid Growth Project 5
4.8
Australian Premium Iron Ore JV – Iron Ore Mine
4.0
FMG – Solomon Project
4.0
Oakajee Port, Rail and Industrial Estate
4.0
MCC Cape Lambert Iron Ore Project
3.7
Perdaman Chemicals & Fertilisers – Collie – Coal-to-Urea Plant
3.5
BHP Billiton Worsley Alumina – Refinery Expansion
2.5
Other (17 projects)
TOTAL
15.0
175.7
EMERSON STEWART GROUP LIMITED
Page 18
For personal use only
APPENDIX
D
OTOC Case Studies
Client
Project
Rio Tinto
Hope Downs 1
Village
 $10 million
Christmas Creek
Construction
Camp
 $20 million
Jocelyn
 $4.5 million
Calibre / FMG
BHP Billiton
Contract
 6 months
commencing
Jan-11
 11 months
commencing
Dec-09
 4 months
commencing
Dec-10
Fleetwood /
Karara Mining
Three Springs
 $3.6 million
 5 months
commencing
Nov-10
EMERSON STEWART GROUP LIMITED
Description
Brownfield turnkey installation of 400
additional rooms including associated
works at Hope Downs 1 Village in a joint
venture with NRW
Installation of 900 rooms which included
the laying of sewer, water, electrical and
communication piping and cabling and
connection to buildings
Turnkey installation of 80 rooms, access
road maintenance improvements, bulk
earthworks, construction of civil,
structural, hydraulic, electrical and
communications works
Design, supply, install, commission and
handover of the accommodation unit
buildings and ancillary facilities for the 164
person Three Springs Construction Camp
for Karara Mining
Page 19
For personal use only
APPENDIX
E
Proposed Board
Dario Amara, Group CEO
Steven Cole, Non-Executive Chairman
 Registered builder and engineer with over 30 years
experience in the Australian and international markets and
across the resources and infrastructure sectors
 Over 35 years professional, corporate and business
experience through senior legal consultancy, as well as a
range of executive management and non-executive
appointments
 Prior to founding Emerson Stewart in 2005 and for over 16
years, he occupied senior executive roles with major
construction and engineering groups including GRD Minproc
as managing director/chief executive and John Holland Asia
as chief executive officer
 Extensive boardroom and board sub-committee experience
includes ASX-listed, statutory, proprietary and not-for-profit
organisations covering the industrial, financial, educational,
health and resources sectors
Adam Lamond, Executive Director & MD OTOC
James Cullen, Non-Executive Director
 Founder of OTOC and qualified electrician and electrical
contractor
 Qualified Chartered Accountant with extensive commercial
experience in the resources and industrial sectors
 Over 16 years experience in the mining industry with
particular expertise in the electrical trade and camp
installations in Western Australia
 Currently CEO of Resource Equipment Limited, an ASX-listed
equipment supplier to the mining and oil & gas sectors
 Winner in the 2011 WA Business News ‘40 Under 40’ Awards
 Previously managing director of PCH Group Ltd (‘PCH’), a
publicly listed Australian company providing a range of
industrial services to numerous industry sectors
Tom Lawrence, Non-Executive Director
 Director and Principal of Lawrence Business Management,
business advisors to West Australian resources and industrial
companies
 Accounting and Taxation Law expert with over 10 years
experience providing specialist advice to a diverse range of
businesses
Initial OTOC representatives on the ESW board
proposed to be Mr. Adam Lamond and Mr. Tom
Lawrence. OTOC may also appoint a third nominee.
The board of ESW also intends to appoint a new CFO
for the combined group
 Currently a non-executive director of OTOC
EMERSON STEWART GROUP LIMITED
Page 20
APPENDIX
16x
FY2012(F) Price/Earnings Ratio
Indicative ESW share price = 27 cents
14x
Indicative ESW share price = 25 cents
12x
Average 9.0x
10x
6x
Average 4.8x
8x
4x
6x
4x
2x
2x
14x
FY2012(F) EV/EBIT
12x
Indicative ESW share price = 32 cents
Average 6.8x
LCM
GCS
MAH
AAX
DCG
IDL
BYL
DOW
MLD
WTP
RCR
NWH
MIN
UGL
WDS
FWD
MND
LEI
BYL
AAX
IDL
GCS
WTP
MAH
LCM
RCR
DOW
DCG
MLD
TSE
UGL
LEI
NWH

Represents a potential strong premium to the
transaction price of 20 cents

Based on forecast peer data, the new ESW group
has a potential post-transaction market
capitalisation range of $54-69 million

New and existing ESW shareholders to benefit from
any potential re-rating in ESW’s share price
2x
0x
MIN
Potential proforma share price range 25-32 cents
based on forecast combined group earnings for
FY2012 capitalised at the sector average forward
earnings multiple for FY2012
6x
4x
WDS

10x
8x
FWD
MND
BYL
MAH
WDS
DOW
GCS
AAX
MLD
IDL
LEI
LCM
DCG
NWH
RCR
WTP
MIN
UGL
FWD
MND
0x
TSE
0x
TSE
For personal use only
Value Proposition
FY2012(F) EV/EBITDA
10x
8x
F
Sources: Bell Potter, Hartleys research. Market prices from IRESS 12 August, 2011
EMERSON STEWART GROUP LIMITED
Page 21
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