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NEXTED GROUP LIMITED Investor Presentation 2017

May 2, 2017

65463_rns_2017-05-02_4613ce7f-5c3e-4a21-be38-b834af251421.pdf

Investor Presentation

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Important Notice

This Presentation has been prepared for information purposes only, and is not an offer, invitation or recommendation for subscription or purchase of securities in the Company. While the information contained in this Presentation has been prepared in good faith, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers give any representations or warranties (express or limited) as to the accuracy, reliability or completeness of the information in this Presentation, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as “Information”) and liability therefore is expressly disclaimed to the full extent permitted by law.

Accordingly, to the full extent permitted by law, neither the Company nor any of its directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability, whether direct or indirect, express or limited, contractual, tortious, statutory or otherwise, in respect of the accuracy or completeness of the Information or for any of the opinions contained in this Presentation or for any errors, omissions or misstatements or for any loss, howsoever arising, from the reliance on or use of this Presentation. Neither the issue of this Presentation nor any part of its contents is to be taken in any form with any inaccuracies in, or omissions from, this Presentation which may become apparent. The Company reserves its right to terminate any discussions or negotiations with any person. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any commitment on the part of a third party to proceed appraisal or investigation of the Company. In furnishing this Presentation, the Company does not undertake or agree to any obligation to provide the recipient with access to any additional information or to update this Presentation or to correct any errors. This Presentation should not be considered as the giving of investment advice by the Company or any of its shareholders, directors, officers, agents, employees or advisers. In particular, any estimates or projections or opinions contained in this Presentation necessarily involve significant elements of subjective judgment, analysis and assumptions and each recipient should satisfy itself in relation to such matters.

The Presentation contains reference to certain intentions, expectations and plans of the Company. These intentions, expectations and plans may or may not be achieved. They are based on certain assumptions which may not be met or on which views may differ. The performance and operations of the Company may be influenced by a number of factors, many of which are outside of its control. No representation or warranty, express or implied, is made by the Company or any of its respective directors, officers, employees, advisers or agents that any intentions, expectations or plans will be achieved either totally or partially or that any particular rate of return will be achieved.

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Investment Opportunity

iCollege will consists of:

  • The leading SaaS software supplier to the UK Childcare sector;

  • The largest dedicated childcare training company in the UK;

  • Two Australian vocational training Companies.

Lara:

  • A leading provider of Education and Childcare services;

  • A Platform from which to launch the global group;

  • A Model that allows culture and entrepreneurship to be maintained whilst benefitting from scale ;

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Leadership Team

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Ross Cotton ,

Executive Chairman, iCollege Ltd

  • § 15 years experience in capital markets

  • § Experience in M&A, corporate advisory, debt & equity raising

  • § Co-founder, Regency Corporate

  • § Board Member of Listed Financial Services Group, AU1

Barnaby Wynter

Communications Director, Lara Group

  • § Marketing Speaker, practitioner and author

  • § 25 years experience creating over 450 brands

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Allan Presland,

Group Chief Executive Officer, iCollege Ltd

  • § Founder and CEO of Parenta Group,

  • § Author of “Improving the business of Early Years Childcare”

  • § Over 20 years experience within the childcare sector

  • § On multiple Childcare committees and Government task forces

  • § Founder, Parenta Trust

Matt Sutherland

Chief Operating Officer , iCollege Ltd

  • § Accomplished leader with over 10 years executive management experience within the Australian vocational education sector.

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Amalgamation of:

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Lara Group Ltd The UKs largest Childcare support services Group

With iCollege’s existing assets:

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Portfolio Companies

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Parenta: The UKs leading Childcare support services Group

  • SaaS-based nursery management software, learning journals and mobile apps,

  • Early years vocational training provider

  • Marketing services

  • Fee Collection

2016
Turnover $ 6.5m
EBITDA $ 1.9m1
Customers ~ 5,000
Number of staff trained > 20,000
  • 1 based on provisional audited accounts

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Portfolio Companies

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  • ICT Existing Assets Deliverables • Foundations Skills;

  • • Nursing;

  • • Personal care;

  • • Administration;

  • • Health and Safety;

  • • Injury Management.

  • • Business Administration;

  • • Leadership and Management.

  • • Foundations Skills;

  • • Nursing;

  • • Personal care;

  • • Administration;

  • • Health and Safety;

  • • Injury Management.

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Strategic Rationale

  • § Combining the UKs largest dedicated childcare vocational training and SaaS provider;

  • § ICTs Vocational training companies;

  • § Combined group able to exploit the talents of both companies;

  • § Lara acquired in an all scrip deal.

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Strong market demand within the UK Childcare sector

Market value: $ 8.5 Bn

Total number of children attending nurseries increased by 75% from 2006 to 2016

Source: Children’s Nurseries UK Market Report, LaingBuisson 2014

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Registered Nursery Places
1,000,000
900,000
800,000
700,000
600,000
500,000
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Source: Review childcare costs: the analytical report 2015
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UK: Significant drivers of further demand

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1. Children Population growth (Age 0 -14 2. Increased female workforce participation
years old) rate
World Pop. Female WF
(Bn) World Pop. (0 – 14 yrs old) (%) Avg % Female WF for OECD countries
2.9
Demand Drivers +1% 65 +1%
2.8
60
2.7
2.6
55
2000 2005 2010 2015
2000 2005 2010 2015
3. Substantial (~53%) govt. support in 4. Higher household disposable income
childcare funding
Childcare 2015 Childcare funding sources for Disposable
funding (%) OECD countries income Avg Disposable HH income
(US/ capita ‘000) across OECD countries
Affordability 100%
40
Drivers 46% Private +4%
50% 20
Public 27
54% 17
(rebates/ taxes)
0
0%
2000 2015
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Significant drivers of further demand

Increase in female Rising disposable Recognition of employment income importance of early Steady year-on-year years education Average salary across the increase in female UK is increasing workforce Increase in Government Statutory duty to provide support sufficient childcare Free early education places doubling and tax-free childcare

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UK Nursery market: highly fragmented and imperfect

UK's largest chains % of number of places against total market


%
3%
3%
.4%
0.4%
0.4%
0.5%

Market Highlights

  1. Highly fragmented market

  2. Over 82K providers;

  3. Lack of dominant player

  4. Highest places à 2.6% share;

  5. Need for scale

  6. Top 10 only takes up 8%;

  7. High Barriers to entry

  8. Need for industry expertise and localised knowledge;

  9. Total Market Size:

  10. 23,500 settings.

Source: Nursery World, Nursery Chains, 2016

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Australian Child Care Centres Growth

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60% 57.10%
50%
40%
30%
24.90%
23.00%
21.70%
20% 15.40%
14.90%
10% 7.00%
4.70%
0%
Queensland New South Wales Australian Capital Victoria Tasmania South Australia Western Australia Northern
Territory Territory
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% Change in number of Child Care Centres in Australia, during the June-10, March-15 period;

Source: Department of Education and Training.

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Australia: Significant drivers of further demand

Population Projection Increase in female employment 500,000 children between 0 -5 years 60% Female participation rate in Marchestimated addition over the next 5 16. years.

Increase in Government Assistance Since FY2003/04, the government has contributed nearly $40b in subsidy funding.

Source: Department of Education and Training; and Australian Bureau of Statistics.

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Growth Strategy

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Deal Hygiene
• Acquisitions:
sourcing test
§ Must be profitable, debt free, stand-
out leaders:
o Childcare Groups;
o Leading Education Services
Value
companies;
accretive Strategic fit
acquisitions
o Vocational Training Providers;
o Education providers;
§ Strong Growth Pipeline; Standalone
test

Organic Growth.
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Key Investment Highlights

  • An opportunity to invest in the Australian and the UK education sector;

  • UK market experiencing significant demand, supported by a strong Government stimulus package;

  • Highly fragmented markets in both countries, ripe for consolidation;

  • Strong acquisition pipeline for educational training, childcare and support companies, designed to increase shareholder value.

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iCollege - Consolidated Structure

Value, AUS $ Number Detail
Ordinary Shares on Issue1 182,972,082
Consideration Shares on acquisition
of Lara2
9,657,105 241,427,625
Total Ordinary Shares 424,399,707
Options
Quoted ICTO 30,082,001 Exercisable at $0.20
exp 24/7/17
Quoted ICTOB 63,509,687 Exercisable at $0.08
exp 15/7/19
1Based on Last announced Appendix 3B as at 2 May 2017;
2Subject to completion of audited accounts.

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Contact Details

Ross Cotton

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+61 419 870 363 [email protected]

Allan Presland

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+44 7798 660340

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[email protected]

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