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NOUMI LIMITED — AGM Information 2012
Apr 25, 2012
65435_rns_2012-04-25_eca7d9fd-60a7-4bb8-b206-7926a2494ff6.pdf
AGM Information
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Freedom Foods Group Limited
Extraordinary General Meeting Executive Directors Presentation 26[th] April 2012 Confidential
Rory Macleod
Evolution of the Business
Pactum Business
Contract manufacture of UHT beverages for private label and proprietary customers
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2005
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Formation of Pactum (formerly CBPA) as a 50/50 JV between FFG and Perich Group
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2005 – 2011
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Capital Investment in process equipment, factory upgrades to improve efficiency and lower cost (approx. $5.7m)
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New Management team developed
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Customer development and product portfolio growth
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2011 – operating at capacity on current 1 Litre volume
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Why UHT Contract Manufacture
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Increasing demand for UHT (long shelf life) Products, particularly for Private Label in both Australia and Asia
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categories such as dairy, cooking, nutrition, dairy alternatives
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Rationalisation of Industry capacity over the last 10 years has reduced number of players.
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Pactum is the only truly independent UHT contract manufacturer
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Significant Barriers to Entry
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UHT manufacture is a specialised process
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Building UHT capacity without existing volume and infrastructure is high risk, given capital cost of entry
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Current Performance
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The Pactum business has performed to plan during FY 12 delivering a strong sales and business contribution (end March Quarter)
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The business continues to reduce its reliance on lower margin commodity products with an increasing mix of sales of value added UHT products including dairy alternative beverages for Freedom Foods
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With planned capacity expansion, Pactum is well positioned as the only independent low cost manufacturer of a broad range of UHT products on east coast of Australia, with capability to meet the increasing demands from its private label and proprietary customer base.
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Growth
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As part of its long term growth strategy, Pactum is expanding packaging capability at its Southern Sydney site to provide portion pack UHT (200-330ml configuration) for value added beverages
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Investment cost of approximately $7m, with scheduled completion by September 2012.
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Pactum also continues to investigate opportunities to support Asian market demand for dairy milk in long life product formats and expects to announce further developments shortly.
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Impact of Acquisition on FFG
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Provide for full consolidation of the financial results and access to 100% of the cashflows of Pactum
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Participate in potential sales and earnings growth opportunities provided by the expansion of Pactum’s packaging capabilities at its southern Sydney site from late 2012
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Simplify the Group’s reporting and corporate structure
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The transaction is expected to be earnings accretive in its first year of full ownership in FY 2013
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A business that provides a significant strategic growth opportunity for the Company as well as providing synergies in servicing common customers and materials purchasing with the Company’s Freedom Foods business.
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Consideration for Shares
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Net payment for 50% equity of approximately $6,000,000
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Payment is after adjustment for the FFG’s 50% share of the net equity in the Properties to be transferred to Arrovest on Completion
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Following completion, FFG will have an approximate investment cost in Pactum of $8.2 million which on a total enterprise basis as at 30 June 2011, equates to an historical EBDITA multiple of 3.8x (based on FY 2011 audited EBDITA adjusted for property rent and management fees).
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The Independent Expert has determined that the transaction is fair and reasonable to non aligned shareholders
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Questions
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Freedom Foods Group – Business Activities
Unique business platforms in specialised areas of the food market
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Freedom Foods – 100% Owned
- Leader in Free From Foods
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Specialty Seafood 100% Owned
- Specialty Canned Seafood
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Pactum Australia – 50% Joint Venture
- Long Life Beverage Contract Manufacture
A2 Corporation – 26% Strategic Investment
- A2 Dairy Milk in Australia and International Markets
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