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SANTA FE MINERALS LTD — Capital/Financing Update 2012
Jan 12, 2012
65772_rns_2012-01-12_5906251d-0f28-4d4a-a329-c6427cae1c5d.pdf
Capital/Financing Update
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General Meeting 13 January 2012
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Board and senior management
| Mark Jones Non Executive Chairman |
• Non executive director (private clients) at Patersons Securities Limited with over 20 years of business and stock market experience • Managing director of Oakajee Corporation Limited |
|---|---|
| Todd Zani CA, B.Bus (Acc/Bus.Law) Chief Executive Officer |
• Co-Founder of Ezeatm with over 10 years experience in the Australian ATM market • Chartered Accountant with over 20 years broad experience in creating wealth through provision of financial, accounting and taxation services to various industries and is managing director of Ezetax Pty Ltd • Formerly served on the board of The Starlight Children’s Foundation (WA) |
| Chad Zani Managing Director – Sales & Marketing |
• Co-Founder of Ezeatm with over 10 years experience in the Australian ATM market • Managing director of Barter (WA) Pty Ltd, the Western Australian franchisee of the world’s largest trade exchange business • Extensive sale and sales management experience with over 15 years experience, having founded Ezepos, an EFTPOS facilities business which services over 17,000 sites in Australia |
| Zaffer Soemya B.E (Civil) Non Executive Director |
• Non executive director of Oakajee Corporation Limited • General manager of Westerfield Engineering Pty Ltd which specialises in the installation, maintenance and design of bulk materials handling and processing equipment in Western Australia • Extensive experience in project management of major infrastructure and mining projects in Western Australia |
| Graham Anderson CA, B.Bus Company Secretary |
• Chartered Accountant with over 30 years broad experience in audit and related corporate services • Extensive experience and knowledge of ASX Listing Rules and Corporations Act and is the director and company secretary of Pegasus Metals Limited, Tangiers Petroleum Limited, Echo Resources Ltd. He is also a director of Mako Energy Limited, Oakajee Corporation Limited and company secretary of numerous other listed companies. |
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Transaction overview
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Ezeatm has agreed to acquire the iCash Australian ATM Network for $16mil
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The acquisition includes all merchant site contracts, ATMs, ATM related equipment and wholesale switching contracts;
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The iCash national network consists of 1,600+ ATMs, 1,000+ owned ATMs and 600+ managed ATMs; and
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Ezeatm is not assuming any employees or premises obligations and does not not expect fixed operating costs to materially change as a result of the transaction.
Acquisition funded by
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A Sophisticated Investor Share Placement has raised $10mil at an issue price of $0.40;
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A $4mil Debt Facility from a major financial institution;
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The use of existing cash reserves.;
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Completion is expected by 19 January 2012 and is conditional upon approval by Ezeatm and iCash shareholders; and
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Ezeatm has paid a $1mil deposit.
On Completion the Combined Business will have an EBITDA of $5mil[1] and market capitalisation of $26m[2]
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3[rd] largest ATM network in Australia; and
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Positioned to pursue further growth opportunities and potential acquisitions.
Ezeatm and iCash are negotiating a distribution agreement
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Ezeatm will become exclusive distributor of the iCash range of products in Australia; and
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Ezeatm has an intended commitment to acquire 2,000 ATMs over a five year period.
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*1 Based on previously announced historical financial information
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*2 Based on 65m issued shares post completion and anticipated sophisticated share placement price of $0.40
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*3 Based on Reserve Bank report of June 2010 and ATMs in network at completion
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Transaction hi hli hts g g
1 On completion the business will be the 3[rd] largest independent ATM operation in Australia[1 ]
Portfolio of 1,700+ owned ATMs, and ATMs which switching services are provided for
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Operations to result in 10,000,000+ transactions per calendar year[2 ]
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2
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Scale of the completed business and financial flexibility will enable further growth opportunities
The size and flexibility of the Completed Business and relationship with iCash enables an aggressive approach to growth opportunities
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Scope to drive further consolidation of small ATM deployers; and
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3
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Strength to pursue large financial institution and national franchise group opportunities both locally and internationally
Strong financial platform to pursue growth with cash of more than $1m post proposed equity raising and modest #4 debt in the combined business of $4m
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5 Proven management team
6 Substantial re-rating potential for the combined business through earnings growth.
- 1 Based on Reserve Bank report of June 2010 and ATMs in network at completion
2. Based on annualised current transaction levels of the combined business
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Snapshot of combined business
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Queensland
450 ATMs
Northern Territory
120 ATMs
New South Wales
599 ATMs
Australian
Capital Territory
24 ATMs
Western Australia
187 ATMs
South Australia
Victoria Tasmania
157 ATMs
372 ATMs 36 ATMs
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Snapshot of combined business
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6000
Independent Deployers Major Banks
5000
4000
3000
2000
1000
0
Source : Reserve Bank Report of June 2010
1 Based on Ezeatm network at completion
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Financial summary
Metrics |
Ezeatm |
Pro Forma Balance Sheet Acquired by Ezeatm |
Funding of Acquisition | Financial Position Post Acquisition |
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|---|---|---|---|---|---|---|
| Closing share price 11-Jan-12 |
$0.47 | |||||
| Ordinary shares (millions) | 40.00 | 25.00 | 65.00 | |||
| Market capitalisation | 18.80 | 10.00 | 26.003 | |||
| Cash (millions)1 | 3.47 | (2.00) | 1.472 | |||
| Total Current Assets | 3.50 | 1.63 | (2.00) | 3.13 | ||
| Total Non Current Assets | 4.84 | 18.06 | 20.48 | |||
| Total Assets | 8.34 | 19.69 | 23.51 | |||
| Current Liabilities | 0.40 | 2.19 | 2.58 | |||
| Debt1 | 0.00 | 0.00 | 4.00 | 4.00 | ||
| Non Current Liabilities | 0.61 | (0.61) | 4.00 | 4.00 | ||
| Total Liabilities | 1.02 | 2.19 | 4.00 | 6.19 | ||
| Net Assets | 7.32 | 16.00 | 0.00 | 17.32 | ||
| Annualised Earnings | 2.00 | 12.72 | 14.72 | |||
| Estimated EBITDA | 1.00 | 4.00 | 5.00 |
Note this data will fluctuate based on movements in Ezeatm share price and may differ at the time of implementation of the transaction
- 1 Cash and debt position at 24-Oct-2011. Assets are transferred from iCash exclusive of cash and debt
2.Does not include transaction costs which will include stamp duty and advisory costs
3. Based on share price of $0.40 representing the sophisticated placement price. Market conditions may affect this valuation.
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Benefits to Ezeatm shareholders
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Shareholders benefit from combination of stable producing assets with substantial growth opportunities in the industry
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Combined operations to produce:
Creation of a leading independent ATM Network
- >10,000,000 transactions p.a.;
- ATM network of 1,700+ ATMs;
- 3[rd] largest independent ATM operation;
- Annual EBITDA of $5mil; and
- Market capitalisation of $26mil
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Increased • Enhanced balance sheet strength through scale and capital markets access to support further investment in
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financial strength industry.
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and capacity to • Scale and flexibility to take opportunistic approach to consolidation of other ATM deployers. pursue clear • Enhanced relationship with iCash to pursue major contracts with confidence of manufacturer support.
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growth strategy
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Diversifies the asset base;
De-risking of Diversifies the asset base; portfolio while • Ezeatm transformed from mainly Western Australian independent to truly national deployer; and retaining exposure • Low debt funding to complete transaction, <20% of net assets. to growth
Enhanced liquidity • Enhanced trading liquidity; while maintaining • Tight share structure of 65mil shares, with a market capitalisation of $26mil at $0.40. tight share structure
“This deal is a major step in our national expansion strategy and determination to become the largest independent ATM deployer in Australia” - Todd Zani, Chief Executive Officer
Future Update and Outlook
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Key Business Activities
| Activity | Status |
|---|---|
| Branding and Uplift in Transactions |
Launched Ezeatm brand in December 2010 with immediate acceptance in the market Previous “vanilla” ATMs are being rebranded with new design and we are seeing immediate uplift in transactions New website design and integrated branding launched June 2011 Positive feedback from shareholders re e-newsletters and e-announcements |
| iCash Acquisition and Distribution Agreement |
iCash acquisition and distribution agreement sends a very strong message in the market re: iCash concentration on world leading technology and Ezeatm distribution rights and close alignment with that world leading technology Market leading real time ATM monitoring system accessible via iPhone and web enabled PCs |
| National Sales Network | Relaunched National Sales Network Less reliance on Western Australian market (pre IPO was +95% of ATMs. Post transaction 11% of ATMs in Western Australia) 50% increase in owned and operated ATMs in first six month of CY2011 |
| Further Acquisitions | Further opportunity to acquire some smaller deployers not on the radar of major players Such acquisitions would immediately be EPS accretive |
Future Update and Outlook
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Key Business Activities cont…
| Activity | Status |
|---|---|
| Affiliations and Memberships |
Strategic Review of available Industry Affiliations: ATMIA, AHA (WA), and others |
| Additional Revenue Streams |
ATM advertising ATM maintenance contracts Pre-paid phone services Loyalty cards Pre-paid debit cards Potential NZ market |
| New Opportunities | Significant pilot programs with two large national franchisors Significant international opportunity with major international institutions iCash acquisition will escalate dividend payment policy |
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Questions
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