**Oldfields

Holdings
Ltd Company
Presenta6on Chris
Giles
–
Managing
Director October
2012**

Disclaimer

The
informa1on
contained
in
this
document
(“Presenta1on”)
has
been
prepared
by
Oldfields
Holdings
Limited
(“Company”)
in connec1on
with
a
non-‐
renounceable
one
for
one
(1
:
1)
rights
issue
at
an
offer
price
of
$0.10
per
new
share
to
raise
up
to approximately
$5.6million
(before
expenses)
(Offer).
The
Offer
is
being
made
without
a
prospectus
or
other
disclosure
document
in accordance
with
sec1on
708AA
of
the
Corpora1ons
Act
2001
(Cth),
as
modified
by
ASIC
Class
Order
08/35.
Prospec1ve
investors
should have
regard
to
the
Company’s
periodic
and
con1nuous
disclosure
announcements
to
ASX
in
addi1on
to
this
and
any
other announcement
made
in
connec1on
with
the
Offer.
While
the
informa1on
contained
in
this
Presenta1on
has
been
prepared
in
good
faith,
neither
the
Company
nor
any
of
its
shareholders, directors,
officers,
agents,
employees
or
advisers
give
any
representa1ons
or
warran1es
(express
or
implied)
as
to
the
accuracy, reliability
or
completeness
of
the
informa1on
in
this
Presenta1on,
or
of
any
other
wri[en
or
oral
informa1on
made
or
to
be
made available
to
any
interested
party
or
its
advisers
(all
such
informa1on
being
referred
to
as
"Informa1on")
and
liability
therefore
is expressly
disclaimed.
Accordingly,
to
the
full
extent
permi[ed
by
law,
neither
the
Company
nor
any
of
its
shareholders,
directors, officers,
agents,
employees
or
advisers
take
any
responsibility
for,
or
will
accept
any
liability
whether
direct
or
indirect,
express
or implied,
contractual,
tor1ous,
statutory
or
otherwise,
in
respect
of,
the
accuracy
or
completeness
of
the
Informa1on
or
for
any
of
the opinions
contained
in
this
Presenta1on
or
for
any
errors,
omissions
or
misstatements
or
for
any
loss,
howsoever
arising,
from
the
use
of this
Presenta1on.
Neither
the
issue
of
this
Presenta1on
nor
any
part
of
its
contents
is
to
be
taken
as
any
form
of
commitment
on
the
part
of
the
Company to
proceed
with
any
transac1on
and
the
right
is
reserved
to
terminate
any
discussions
or
nego1a1ons
with
any
person.
In
no circumstances
will
the
Company
be
responsible
for
any
costs,
losses
or
expenses
incurred
in
connec1on
with
any
appraisal
or inves1ga1on
of
the
Company.
In
furnishing
this
Presenta1on,
the
Company
does
not
undertake
or
agree
to
any
obliga1on
to
provide the
recipient
with
access
to
any
addi1onal
informa1on
or
to
update
this
Presenta1on
or
to
correct
any
inaccuracies
in,
or
omissions from,
this
Presenta1on
which
may
become
apparent.
This
Presenta1on
should
not
be
considered
as
the
giving
of
investment
advice
by
the
Company
or
any
of
its
shareholders,
directors, officers,
agents,
employees
or
advisers.
Each
party
to
whom
this
Presenta1on
is
made
available
must
make
its
own
independent assessment
of
the
Company
a`er
making
such
inves1ga1ons
and
taking
such
advice
as
may
be
deemed
necessary.
In
par1cular,
any es1mates
or
projec1ons
or
opinions
contained
in
this
Presenta1on
necessarily
involve
significant
elements
of
subjec1ve
judgment, analysis
and
assump1ons
and
each
recipient
should
sa1sfy
itself
in
rela1on
to
such
ma[ers.

Disclaimer

(Con1nued)

This
Presenta1on
may
include
certain
statements
that
may
be
deemed
“forward-‐looking
statements”.
All
statements
in
this presenta1on,
other
than
statements
of
historical
facts,
that
address
future
ac1vi1es
and
events
or
developments
that
the
Company expects,
are
forward-‐looking
statements.
Although
the
Company
believes
the
expecta1ons
expressed
in
such
forward-‐looking statements
are
based
on
reasonable
assump1ons,
such
statements
are
not
guarantees
of
future
performance
and
actual
results
or developments
may
differ
materially
from
those
in
the
forward-‐looking
statements.
The
Company,
its
shareholders,
directors,
officers, agents,
employees
or
advisers,
do
not
represent,
warrant
or
guarantee,
expressly
or
impliedly,
that
the
informa1on
in
this
Presenta1on is
complete
or
accurate.
To
the
maximum
extent
permi[ed
by
law,
the
Company
disclaims
any
responsibility
to
inform
any
recipient
of this
Presenta1on
of
any
ma[er
that
subsequently
comes
to
its
no1ce
which
may
affect
any
of
the
informa1on
contained
in
this Presenta1on.
Factors
that
could
cause
actual
results
to
differ
materially
from
those
in
forward-‐looking
statements
include
market prices,
con1nued
availability
of
capital
and
financing,
and
general
economic,
market
or
business
condi1ons.
Investors
are
cau1oned
that
any
forward-‐looking
statements
are
not
guarantees
of
future
performance
and
that
actual
results
or developments
may
differ
materially
from
those
projected
in
forward-‐looking
statements.
The
Offer
will
be
conducted
in
accordance
with
the
requirements
of
the
laws
of
Australia.
No
new
shares
are
being
offered
to
any person
whose
registered
address
is
outside
of
Australia
or
New
Zealand.
No
ac1on
has
been
taken
to
register
the
new
shares
offered pursuant
to
the
Offer
or
otherwise
permit
an
offering
of
these
shares
outside
Australia.
This
Presenta1on
and
related
offer
documents do
not
cons1tute
an
offer
or
invita1on
in
any
place
in
which,
or
to
any
person
to
whom,
it
would
not
be
lawful
to
make
such
an
offer
or invita1on.
The
distribu1on
of
this
Presenta1on
and
associated
offer
documenta1on
in
jurisdic1ons
outside
Australia
may
be
restricted by
law
and
persons
who
come
into
possession
of
it
who
are
not
in
Australia
should
seek
advice
on
and
observe
any
such
restric1on.
Any failure
to
comply
with
such
restric1ons
may
cons1tute
a
viola1on
of
applicable
securi1es
law.

Opportunity
to
par1cipate
in
the
ongoing transforma1on
of
an
established
Australian
business. Founded
in
1916
and
listed
on
the
ASX
in
1960,
this financial
restructure
will
deleverage
the
balance sheet
allowing
the
business
to
con1nue
to
improve profitability
and
cash
flow.

Oldfields

Overview

Three
key
business
categories:
Paint
Applica1ons
Scaffolding
–
Hire
and
Sales
Sheds
(and
greenhouses)
Compe66ve
Advantages:
Interna1onal
product
sourcing
and
manufacture
Indonesian
JV
for
paint
applica1ons
manufacturing
and
sales
Wholly
owned
scaffolding
manufacturing
facility
in
China
Senior
team
has
extensive
experience
in
hardware
industry
Extensive
scaffolding
and
building
industry
knowledge
Established
1916,
proudly
Australian

Financial

Restructure
Proposal

Oldfields
to
repurchase
$10M
of
bank
debt
for
$5M
• Oldfields
intends
to
raise
$5.6M
by
way
of
a
non-‐renounceable
rights issue
(on
a
one
new
share
for
one
exis1ng
share
basis)
at
10c
per
share
• Board
support
with
Mr
Lewis
Timms,
an
exis1ng
major
shareholder
and Chris
Giles,
CEO
&
Director
taking
up
rights
Total
equity
increases
from
$0.8M
to
$10.7M
with
further
increase
in equity
when
Deferred
Tax
Assets
of
approx.
$1.7M
are
brought
to account
Gearing
Ra1o*
improves
from
17.3x
to
approx.
2.7x
in
FY13
• Bank
will
provide
a
term
debt
facility
of
$4M,
un1l
June
2015,
of
which approx.
$3M
will
be
drawn
down
at
the
closing
of
this
transac1on
Bank
conver1ng
approx.
$2.5M
of
remaining
debt
for
a
Deferred
Senior Loan
Note
(DSLN)
• Term
debt
facility
will
be
on
commercial
terms
and
condi1ons

*Gearing Ratio = Total Debt/EBITDA

Debt

Structure
(Post
Capital
Raising)

1. 2.	Senior Debt ($3.0M) Deferred Senior Loan Note ($2.5M) – Term 10yrs – Repayment or par1al repayments at any1me, at op1on of Oldfelds – Note a[racts capital apprecia1on equal to the share price growth of Oldfelds common shares, but capped at 12% – Note a[racts same level of dividend as normal equity throughout the term of the Note • A $2.5M Note equates to 25M shares, bank receives same dividend distribu;on as ordinary shareholders	Bank Debt June 30, 2012 15.1M Capitalised Interest July-Nov 0.4M Total Bank Debt Nov 30, 201215.5M BuyBack 10.0M Total Debt Post raising 5.5M Comprising Senior Debt 3.0M DSLN 2.5M
	– If the loan note is repaid or par1ally repaid in the 1st5 years Note value apprecia1on is 12%pa compounding irrespec1ve of the share price movement • If share price has increased by more than 12%p.a. compounding, from the rights issue price in 5yrs note is capped at original value +12% p.a. • If share price has grown less than 12%p.a. from the rights issue price note value increases at the same % as the Oldfelds share price • If the share price is lower or the same as the rights issue price aHer 5 years, the note aIracts no interest	5yr Share Price Gain Note Value Apprecia1on Note Value ($M) 0% 0% 2.5 20% 20% 3.0 76%* 76% 4.4 100% 76% 4.4

*76% represents 12%pa compounding

Transforma1on

Highlights

Implemented
cultural
change
to
re-‐engage
with
the
customer
and
consumer
• Closed
loss
making
retail
sheds
and
cleaning
products
businesses
Good
distribu1on
of
paint
applica1on
products
in
Masters
hardware
chain
and
key independent
paint
stores
Gained
price
increases
for
paint
applica1ons
products
implemented
June
2012
• Merged
paint
applica1ons
and
sheds
sales
force
Ra1onalised
overheads
with
8%
reduc1on
in
costs
in FY12
compared
to
same
period
last
year
for
con1nuing opera1ons
($1.1M)

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75 DSO
(Days)
70
65
60
55
50
45
40
FY10 FY11 FY12
OLH Receivables DSO
OLH Payables DSO
OLH Inventories DSO
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Implemented
structured
cost
savings
program
(Es1mated
FY13
savings
$920K)
Debt
reduc1on
of
$3m
in
the
past
12mths
from
asset sales
Improved
working
capital
management
in
all
key
areas
• Average
stock
turn
turns
increased
from
improved inventory
management

Oldfields

Rebranding

Bringing
the
brand
into
the
21[st] Century
• Brands
being
revitalised
Focus
has
been
on
re-‐engaging
trade
customers,
and developing
a
strong
consumer
offering
for
DIY
customers
• All
products
sold
under
the
Oldfields
umbrella

Rebranding

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Before
A`er
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Growth

Opportuni1es

**Paint

Applica6ons**

New
entrant
to
hardware
market
presents
good
opportunity
for
Oldfields to
become
a
household
name
once
again
in
the
DIY
market
Con1nue
to
grow
business
through
improved
product
offering
in
DIY
and trade
paint
stores

Scaffolding

Scaffolding
business
set
to
rebound
when
there
is
an
upturn
in construc1on
ac1vity
(internal
forecast
for
FY14)
• Recent
changes
in
safety
regula1ons
driving
requirement
for
addi1onal scaffold
componentry
when
erec1ng
scaffolding
Consolida1on
opportuni1es
in
the
scaffolding
industry

Growth

Opportuni1es

**New

products**

Opportuni1es
exist
for
small
bolt
on
acquisi1ons
Leverage
suppliers’
R&D
centres
for
innova1on
Small
greenhouses
to
suit
higher
density
dwellings
Opportuni1es
to
enter
complimentary
product
categories
in
the
hardware market
leveraging
the
Oldfields
brand
equity
Regain
market
leadership
in
paint
brush
business
through
innova1ve
new products

Customers

Interna1onal
sales
expansion
direct
from
overseas
produc1on
facili1es
for all
businesses
New
distribu1on
routes
for
Sheds’
business
through
garden
centres
and major
hardware
chains
Re-‐engaging
with
core
and
lapsed
customers
Leverage
Oldfields
brand
strength
across
all
3
categories

Financial

Informa1on

$’000’s	FY’12	FY’13
Revenue	28,833	29,163
EBITDA	872	2,000*
EBITDA %	3.0%	6.9%
Dep’n & Amort	1,091	1,128
EBIT	(219)	873*
Proft Before Tax	(1,544)	86*
Opera1ngCash	114	1,417

Expec1ng
strong
revenue
growth
in
Paint Applica1ons
par1ally
offset
by
revenue
decline in
scaffolding
due
to
con1nued
so`ness
in
the construc1on
sector
Growth
from
DIY
hardware
outlets
and
price increases
EBITDA
growth
largely
from
improved
margins from
price
increases
and
iden1fied
and implemented
cost
savings o Product
cost
reduc1ons $170K
o Overhead
cost
reduc1ons $750K
PBT
improvement
from
cost
savings
and
lower interest
expense
savings
of
$500K
pa
in
2012/13 and
a
further
$300K
in
2013/14

*Excludes
one
off
$5M
profit
on
discount
on
debt
buy
back

Pro-‐forma

Balance
Sheet

Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~	Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~	Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~	Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~
Item ~~ssue~~	As at June 2012	Change	Post Rights Issue & Capitalised Interest Jul-Nov
Current Assets	$ 9,126,611	$176,418	$ 9,303,029
Non Current Assets	$ 11,436,698	$ 0	$ 11,436,698
Total Assets	$ 20,563,309	$176,418	$ 20,739,727

Current Liabili1es	$ 19,320,273	($ 14,668,704)	$ 4,651,569
Non Current Liabili1es	$ 486,936	$ 4,910,720	$ 5,397,656
Total Liabili1es	$ 19,807,209	($9,757,984)	$ 10,049,225

Total Equity	$ 756,100	$9,934,402	$ 10,690,502

Assume post rights issue raises $5.3M net of transaction costs

Corporate

Structure

Item	June 30, 2012	Post Raising Pro Forma
Senior Debt	$14.1M	$ 3.0M
Cash at Bank	$ 0.4M	$ 0.6M
Trade Facility	$ 1.0M	Incl. in Senior Debt
Deferred Senior Loan	Nil	$ 2.5M
Total Equity	$ 0.8M	$10.7M
% top20 shareholders	88.6%	n/a

Risks

Oldfields
exposed
to
general
and
economic
risks
associated
with
the residen1al
and
commercial
construc1on
sector
par1cularly
through
the scaffold
division
If
Oldfields
does
not
raise
at
least
$5M
(either
through
debt
of
equity
funding), Oldfields
will
not
be
able
to
make
the
$5M
payment
as
it
is
required
to
do under
the
terms
of
its
facility
agreement.
This
will
result
in
Oldfields
defaul1ng under
the
facility
agreement
and
the
value
of
shareholders
investment
in Oldfields
will
diminish
Possible
loss
of
one
or
more
major
customers
• Possible
loss
of
key
contract
• Loss
of
key
staff
Expansion
into
new
retail
opportuni1es
does
not
match
expecta1ons
• Compe11ve
pressures
in
construc1on
sector
impac1ng
opera1ng
margin
• Currency
movements
(+/-‐
5%
in
A$/US$
impacts
EBIT
by
$220K)

Appendix

Recent

Ac1vity

Oldfields
Scaffold
undertakes
a
wide
range
of
ac1vity
from
hire
of
mobile towers,
house
wraps
for
buildings
to
major
construc1on
projects
with Mari1me
Services,
Qantas
and
others

Rebranding

to
meet
the
new
Oldfields
Customers

==> picture [721 x 443] intentionally omitted <==

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19
----- End of picture text -----

Garden

Sheds
and
New
Greenhouses

Board

and
Senior
Management

Independent
Chairman
and
Audit
Commi[ee
Chair,
Julie
Garland-‐McLellan
FAICD: professional
company
director,
interna1onally
renowned
governance
authority,
civil engineer
and
MBA,
former
AICD
Council
member,
senior
execu1ve
with
BHP
and
KPMG.
Managing
Director,
Chris
Giles:
Bachelor
of
Commerce,
CPA
qualified.
25
years
experience
in senior
financial
and
general
management
roles
in
the
fast
moving
consumer
goods
industry. Shareholder
with
700,000
shares.
Non-‐execu1ve
director,
Lewis
Timms:
Bachelor
of
Business
(Accoun1ng
and
Audit), Registered
Tax
Agent,
Real
Estate
and
Business
Agent.
25
years
experience
in
accoun1ng
and audit,
18
years
experience
in
commercial
real
estate
and
project
management.
Major Shareholder
with
19,692,264
shares.
CFO
and
Company
Secretary,
Rob
Coleman:
Bachelor
of
Commerce
(Accoun1ng),
Cer1fied Prac1cing
Accountant.
Senior
management
experience
in
mul1-‐loca1on
wholesale
industry.

AI assistant

OLDFIELDS HOLDINGS LIMITED Capital/Financing Update 2012

65490_rns_2012-10-25_ca4fea46-f96e-4a3c-9ed1-6e27c0dfe78b.pdf

**Oldfields

Disclaimer

Disclaimer

Oldfields

Financial

Debt

Transforma1on

Oldfields

Rebranding

Growth

**Paint

Scaffolding

Growth

**New

Customers

Financial

Pro-‐forma

Corporate

Risks

Appendix

Recent

Rebranding

Garden

Board

AI assistant

OLDFIELDS HOLDINGS LIMITED — Capital/Financing Update 2012

65490_rns_2012-10-25_ca4fea46-f96e-4a3c-9ed1-6e27c0dfe78b.pdf

**Oldfields

Disclaimer

Disclaimer

Oldfields

Financial

Debt

Transforma1on

Oldfields

Rebranding

Growth

**Paint

Scaffolding

Growth

**New

Customers

Financial

Pro-­‐forma

Corporate

Risks

Appendix

Recent

Rebranding

Garden

Board

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OLDFIELDS HOLDINGS LIMITED Capital/Financing Update 2012

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