AI assistant
SCHOOLBLAZER LIMITED Investor Presentation 2021
65751_rns_2021-11-25_a2dfa8dd-d67a-4f59-85a3-7bc697596caf.pdf
Investor Presentation
Open in viewerOpens in your device viewer
HANCOCK & GORE
Financial Results & Equity Capital Raising Presentation
Financial Year Ending September 2021
Platform set for FY22 and Beyond
HGL Ltd (ASX:HNG) Hancock & Gore
HANCOCK & GORE
IMPORTANT NOTICES
Financial information
This presentation contains certain financial information that has been presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards, the International Financial Reporting Standards (including the interpretations of the International Financial Reporting Interpretations Committee) and other mandatory professional reporting requirements applicable to financial reports prepared in accordance with the Corporations Act. The financial information provided in this presentation is for illustrative purposes and is not represented as being indicative of HNG's (or anyone else's) view of its, nor anyone else's, future financial condition and/or performance. All dollar values are in Australian dollars (\$ or A\$) unless otherwise stated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.
Disclaimer
No representation or warranty, whether express or implied, is made by any person as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. You should carry out your own investigations and analysis of HNG and verify the accuracy, reliability and completeness of the information contained in this presentation. Neither the HNG Parties nor the Joint Lead Manager Group accept any responsibility for any loss arising from anyone acting or refraining from acting in reliance on the contents of this presentation. To the maximum extent permitted by law, the HNG Parties and the Joint Lead Manager Group exclude and disclaim all liability, including for negligence, or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Equity Raising and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. The reader acknowledges that neither HNG nor the Joint Lead Manager Group intend that any member of the Joint Lead Manager Group act or be responsible as fiduciary, or assume any duty, to the reader, its officers, employees, consultants, agents, security holders, creditors or any other person. Each of the reader and the Joint Lead Manager (on behalf of each other member of the Joint Lead Manager Group), by accepting and providing this presentation respectively, expressly disclaims any fiduciary relationship between them, or the assumption of any duty by the Joint Lead Manager Group to the reader, and agrees that it is responsible for making its own independent judgments with respect to the Equity Raising, any other transaction and any other matters arising in connection with this presentation. Members of the Joint Lead Manager Group may have interests in the securities of HNG, including providing securities advisory services to, HNG. Further, they may act as a market maker or buy or sell those securities or associated derivatives as principal or agent. The Joint Lead Managers and/or their affiliates may also receive and retain other fees, profits and financial benefits in each of the above capacities and in connection with the above activities, including in their capacity as a joint lead manager and bookrunner to the Equity Raising. Determination of eligibility of investors of the Equity Raising is determined by reference to a number of matters, including at discretion of HNG and the Joint Lead Managers. HNG and the members of the Joint Lead Manager Group disclaim any liability in respect of the exercise of that discretion, to the maximum extent permitted by law. International offer restrictions This document does not constitute an offer of Shares of HNG in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.
New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the FMC Act). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:
- is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
- meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
- is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
- is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
- is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
HANCOCK & GORE
BUSINESS OVERVIEW
HANCOCK & GORE
PERFORMANCE HIGHLIGHTS FOR THE YEAR ENDED 30TH SEPTEMBER 2021 (FY21)
| 81% | SHAREHOLDER RETURN | $15.6M | NET PROFIT AFTER TAX |
|---|---|---|---|
| 55% | NTA PER SHARE GROWTH | $47.1M | NTA VALUE |
| 94% | NPAT RETURN ON NET ASSETS | ~$0.26 | NTA PER SHARE |
| 24% | FUM GROWTH | $0.01 | FULLY FRANKED DIVIDEND |
HANCOCK & GORE
FY21 HIGHLIGHTS
Return to significant profitability – FY21 ~$15.6m NPAT
Resumed paying dividends - 1 cent per share fully franked declared. Franking Credit balance of $9.2m
Active transformation and value crystallisation of both JSB & BLC private investments releasing > $2m profit and liquidity in FOS Capital Ltd (FOS) and Cellmid Ltd (CDY) respectively.
Realised > $1.2m profit from ASX Listed share portfolio – annualised IRR of > 50%
Acquisition of Funds Management Vehicle and relaunch of H&G High Conviction Fund. Fund achieved return of 18% in 6 months post acquisition
New Private Equity Investments – T-Shirt Ventures & Mint Payments
Increase in valuation of Mountcastle & Pegasus reflecting underlying earnings growth
$5.8m EBIT generated by operating businesses (H&G share, no longer consolidated or equity accounted)
Strong Balance sheet – in excess of $7m Cash available – NTA approx. $0.26 per share
HANCOCK & GORE
INVESTMENT TEAM
70+ years of collective investment experience
SANDY BEARD EXECUTIVE CHAIRMAN
- 30+ years of investment experience and Director of numerous public and private companies.
- Executive Chair H&G (ASX:HNG) 2020-Present.
- Director of Centrepoint Alliance (ASX:CAF), FOS Capital Ltd (ASX:FOS) & Pure Foods Tasmania (ASX:PFT)
- Former CEO of CVC Limited (ASX:CVC) (between 2001-2019)
NICHOLAS ATKINSON INVESTMENT DIRECTOR
- 25+ years of experience across capital markets, corporate finance and investment management.
- Former Executive Director of Institutional Equities at Morgans Financial (14 years).
- MBA (Macquarie GSM)
- Bachelor Commerce (UQ)
- Grad Dip Applied Investment & Finance (FINSIA)
PHILLIP CHRISTOPHER INVESTMENT DIRECTOR
- 12+ years of experience across private equity, capital markets and investment management.
- Former Director at Alceon Group Private Equity (6 years) and Analyst at Goldman Sachs. Director of Cellmid Limited and Pegasus Healthcare
- Bachelor of Economics and Bachelor of Commerce (University of Western Australia)
JOSEPH CONSTABLE PORTFOLIO MANAGER
- 5+ years of experience across capital markets and investment management
- H&G High Conviction Fund Portfolio Manager
- Executive Director H&G (ASX:HNG) 2020 - Present
- Former Investment Manager at: Supervised Investments Australia; Smith and Williamson; Hunter Hall Intl
IAIN THOMPSON CFO & COMPANY SECRETARY
- 30+ years of finance and company secretarial experience, including 6 years at H&G
- Former Company Secretary of Brickworks Limited (ASX:BKW)
- Bachelor of Economics (Macquarie University)
- Chartered Accountant, GAICD, Grad Dip Company Secretarial Practice
HANCOCK & GORE
PORTFOLIO MANAGER PARTNERS
HIGH CONVICTION FUND
Joseph Constable
Portfolio Manager
High Conviction Fund
PROPERTY FUND
Exploring the establishment of JV with an experienced property team
SPECIAL SITUATION FUND
Exploring a relationship with a Portfolio Manager with an established track record
VENTURE FUND
Scanning market for potential Portfolio Manager(s)
HANCOCK & GORE
ESTABLISHED VALUE CREATION CYCLE
Targeting 15% p.a. minimum compound returns
Reinvest expanded capital plus new capital
Active Management results in Performance – Asset value growth, income & realisations
HANCOCK & GORE
INVESTMENT STYLE: ACTIVE MANAGEMENT
Rare style in ANZ Market - Offshore Peers; ValueAct Capital, Cevian Capital, 3G Capital
| INVESTMENT
UNIVERSE | PRIVATE AND PUBLIC COMPANIES |
| --- | --- |
| | EQUITY, HYBRIDS, DEBT |
| | OPPORTUNITY FOR ACTIVE MANAGEMENT |
M&A / CAPITAL
- Building and executing accretive acquisition pipelines
- Inbound asset & corporate acquisitions
- Capital raising underwriting & support
- Investor relations: ensuring market recognition of value
BOARD SUPPORT
- History of creating value through board involvement
- Introduction and retention of key management / board
- Corporate governance practices
- Ensuring appropriate incentivization
COMMERCIAL
- Cross-pollination of private and public assets
- Strategic oversight and guidance
- Customer / supplier network introductions
Adding value where appropriate without crowding out existing management teams
HANCOCK & GORE
H&G STRATEGY
- OVERALL OBJECTIVE
- Target > 15% Per annum IRR
- Long term capital growth
- Annual dividend expectation
- Backing strong management teams
-
Value transformation and realisation to achieve super profits >15% IRR
-
PRIVATE EQUITY INVESTMENTS
- Target > 20% Per annum IRR
- Enhance and transform existing portfolio
-
Create platforms and operational leverage through incentivised management teams
-
ASX LISTED INVESTMENTS
- Target > 20% Per annum IRR
- Strategic High Conviction
- Corporate Activity
- Special Situations
-
Active Approach
-
INCOME INVESTMENTS
- Target > 10% Per annum IRR
-
Downside protected yield strategies with equity / development upside
-
FUNDS MANAGEMENT
- Looking to partner with experienced fund managers
- Balance Sheet light
- Diverse strategies
- Stable and growing EPS generation
HANCOCK & GORE
H&G COMPETITIVE ADVANTAGES
EXPERIENCED INVESTMENT TEAM
- 70+ years cumulative investment experience
- Experienced many cycles & stock market drawdowns since 1987
- Discipline & courage to go against the herd - never "different" this time
- Nimble team that can perform detailed analysis & make quick decisions
INDUSTRY NETWORKS
- Proprietary deal flow
- Unique Investment opportunities sourced from trusted network relationships
- Sector Specific knowledge and opportunities through investee company involvement
ACTIVE MANAGEMENT STYLE
- The team works "inside" the investee business & collaborates with management to help grow organically
- H&G networks provide accretive M&A opportunities for investee companies
- H&G investment team provides M&A & deal structuring capability
- Ability to partner through private to public lifecycle
UNIQUE BUSINESS MODEL
- H&G collaborates with investee management through the lifecycle of an investment from private to public markets
- Examples of H&G value add:
- Case Study 1: BLC: Partnering through the business lifecycle
- Case Study 2: Mountcastle: Asset transformation
HANCOCK & GORE
BLC: PARTNERING THROUGH THE BUSINESS LIFECYCLE
Private Equity Portfolio Company
- 100% H&G balance sheet owned beauty products business
- Active H&G board and capital support to drive sustainable revenue and earnings growth
- H&G network synergies through shared services with other portfolio companies
Synergistic Transaction
- In September 2021 H&G merged BLC with ASX listed Cellmid (CDY) at a valuation of $3 million (6x FY21 EBITDA) comprising $2m CDY scrip and $1m cash, plus an earn-out based on FY22 EBITDA.
- The transaction is highly synergistic and creates a consumer health growth platform
- H&G sourced M&A opportunity
- Introduction through H&G HCF
- H&G structured and advised transaction
Strategic Listed Cornerstone
- H&G continuation of support and upside participation as 16% shareholder
- H&G board representation
- Unique ability to provide H&G shareholders and H&G fund investors exposure: H&G High Conviction Fund owns shares
- BLC benefits from H&G's balance sheet partnership approach and M&A capability
- H&G shareholders benefit from continued balance sheet investment growth / realisation
- H&G can be a partner through the private to public lifecycle
HANCOCK & GORE
MOUNTCASTLE: ASSET TRANSFORMATION
Private Equity Portfolio Company
- 40% H&G owned school uniform supplier
- Active H&G board and capital support to drive sustainable revenue and earnings growth
- Mountcastle is now a leading operator in the fragmented school uniform sector and well positioned to lead industry consolidation with H&G's support
Accretive growth
- In 2019 Mountcastle acquired LW Reid to become one of the leading school uniform suppliers in Australia
- H&G facilitated M&A transaction
- Highly synergistic deal, now integrated and delivering earnings & cash
- Blueprint laid for continued M&A in the sector
Transformation and Realisation
- H&G is in negotiations with a number of synergistic complementary businesses
- The business could achieve a scale and yield profile which could be an attractive listed entity in its own right with significant valuation upside.
100% Mountcastle Theoretical Valuation*
- H&G active partnership with Mountcastle is driving balance sheet investment return for H&G shareholders
- Accretive acquisition pipeline creates syndication (with H&G co-investment) opportunities – provides unique asset exposure for H&G investors.
*Theoretical valuation only based on a number of assumptions and subject to a number of risks, many of which are out of our control.
HANCOCK & GORE
FY21 FINANCIAL RESULTS & OUTLOOK
HANCOCK & GORE
PORTFOLIO ACTIVITY SETS STRONG PLATFORM FOR GROWTH IN FY22
| LIQUIDITY REALISATIONS: | GROWTH/M&A: | NEW INVESTMENTS: |
|---|---|---|
| blc. |
EST. 1974 | | T-shirt
ventures |
| JSB | | Mint |
| | | H&G Investment Management |
HANCOCK & GORE
H&G SECTOR EXPOSURES
Majority of portfolio is valued by independent 3rd parties
- Education
- Healthcare
- Wellness & Beauty
- Payments Technology
- Trade Lighting
- Retail POS
- Funds Management
- Logistics
- Spatial Data
- ASX Listed
Pegasus Healthcare
~4.5x LTM EBITDA
Mountcastle
~4x LTM EBITDA
HANCOCK & GORE
INVESTMENTS OVERVIEW
| BUSINESS | INDUSTRY | VALUATION | PROFORMA PORTFOLIO % |
|---|---|---|---|
| Mountcastle | School wear | $16.7m | 36% |
| Pegasus Healthcare | Health | $7.4m | 16% |
| Cellmid Ltd (ASX:CDY) | Wellness & Beauty | $3.9m | 8% |
| Mint Payments | Payments Technology | $3.0m | 6% |
| SPOS | Retail POS | $1.8m | 4% |
| T-Shirt Ventures | Health | $1.0m | 2% |
| FOS Capital (ASX:FOS) | Trade Lighting | $0.9m | 2% |
| ASX Listed | Various | $3.5m | 8% |
| H&G Investment Management | Funds Management | $0.7m | 2% |
| Cash | $7.2m | 16% |
HANCOCK & GORE
FY22 AND BEYOND
H&G is well positioned to continue delivering strong results
- PRIVATE INVESTMENTS
- Continue targeting at least 15% p.a. returns from earnings based value growth and income / dividends (across private equity and income investments)
- Significant proprietary deal flow and opportunity to leverage balance sheet with syndication capability
-
Striving for outperformance significantly above 15% p.a. returns through transformation / realisation of select PE assets
-
LISTED INVESTMENTS
- Continue >20% p.a. return targets across listed portfolio
- Continue to access deal flow through networks
-
Support existing strategic asset investments via capital raisings
-
FUNDS MANAGEMENT
- Continue FUM growth with enhanced distribution networks
-
Partner with experienced fund managers/industry experts to launch new products (e.g. Property Fund, Special Situations Fund, Venture Fund) to build capital light sustainable revenue streams
-
OTHER
- Increase advisory / ECM earnings from portfolio companies
HANCOCK & GORE
OFFER DETAILS
HANCOCK & GORE
OFFER DETAILS OVERVIEW
Offer Structure & Size
- Offer to raise approximately A$15 million ("Offer") comprising:
- A placement of up to 22.5 million new shares to raise up to approximately A$7.4 million ("Placement") utilising H&G's existing Placement capacity pursuant to Listing Rules 7.1 and 7.1A; and
- A conditional placement of up to 23.0 million new shares to raise approximately A$7.6m million ("Conditional Placement"), subject to shareholder approval at the Annual General Meeting to be held in early February 2021
- New shares will rank equally with existing fully paid ordinary shares in H&G
Offer Pricing
- Offer price of A$0.33 per new share, which represents a:
- 17.5% discount to last closing price of A$0.40 per share on 23 November 2021, and
- 23.4% discount to the 5-day VWAP of A$0.43 per share as at 23 November 2021
Use of Proceeds
- Net proceeds from the Offer to be used to fund follow on Private Equity investments, New Private Equity & ASX Investments, Co-Investment in new fund products.
- Refer to following page for detailed Uses of Proceeds
Syndicate
- Morgans Corporate Limited and Wentworth Securities Australia Limited are Joint Lead Managers to the Offer
HANCOCK & GORE
INTENDED USE OF FUNDS
The investment team has progressed accretive initiatives which require balance sheet support to be enhanced with managed funds
| CAPITAL REQUIRED | USES | |
|---|---|---|
| Balance Sheet Investment – Transformation | ~$5 million | Participation in investee company M&A transactions and increase exposure to meaningful strategic equity deals. Several investee companies have likely near-term follow-on &/or new transformational capital raises. |
| Balance Sheet Investment – New | ~$5 million | Cornerstone in new private equity deals with syndication support ($15-20m target equity size). |
| New Funds Management Vehicles | ~$4 million | Cornerstone of near term product launches (Property Fund JV, Special Situation Fund & Venture Fund) to demonstrate alignment, earn fund returns as well as recurring fee revenues. |
| Costs of Offer | ~$0.8 million | |
| Total | $15 million |
HANCOCK & GORE
INDICATIVE TIMETABLE*
| KEY EVENT: | DATE: |
|---|---|
| Trading halt | Wednesday 24th November 2021 |
| Launch of Offer and Investor Presentation | Wednesday 24th November 2021 |
| Trading halt lifted and announcement of completion of Capital Raising | Friday 26th November 2021 |
| Settlement of Placement | Thursday 2nd December 2021 |
| Allotment of Placement | Friday 3rd December 2021 |
| AGM for shareholders to consider approval of Conditional Placement | Approx, Wednesday 2nd February 2022 |
| Settlement of Conditional Placement Shares | Approx. Monday 7th February 2022 |
| Allotment of Conditional Placement Shares | Approx. Tuesday 8th February 2022 |
*Timetable is subject to change. H&G reserves the right to alter the above dates at its discretion and without notice, subject to the ASX Listing Rules and Corporations Act.
HANCOCK & GORE
PRO FORMA CAPITAL STRUCTURE
PRO-FORMA CAPITAL STRUCTURE
| | SHARES
ON ISSUE | CASH AT
BANK (A$) |
| --- | --- | --- |
| Shares on issue pre capital raising | 178,907,789 | ~7,000,000 |
| Placement | 22,451,514 | 7,409,000 |
| Conditional Placement | 23,003,022 | 7,590,997 |
| Total Conditional & Unconditional Placement | 45,454,536 | 14,999,997 |
| Pro-forma | 224,362,325 | ~22,000,000 |
OTHER SECURITIES ON ISSUE
| 8,000,000 | Options exercisable at $0.15 expiring 24^{th} February 2024 |
|---|---|
| 13,500,000 | Performance Rights |
SUBSTANTIAL HOLDERS
| Sery Group | 14.7% |
|---|---|
| Constable Group | 12.8% |
| Sandy Beard | 10.8% |
| Top 50 holders | Own ~80% of HNG shares on issue |
HANCOCK & GORE
ADDITIONAL INFORMATION
HANCOCK & GORE
BOARD OF DIRECTORS
120+ years of collective experience
SANDY BEARD
EXECUTIVE CHAIRMAN
30+ years experience and Director of numerous public and private companies.
Executive Chair H&G (ASX:HNG) 2020-Present.
Director of Centrepoint Alliance (ASX:CAF), FOS Capital Ltd (ASX:FOS) & Pure Foods Tasmania (ASX:PFT).
Former CEO of CVC Limited (ASX:CVC) (between 2001-2019)
KEVIN ELEY
NON-EXECUTIVE DIRECTOR
35+ years experience across capital markets, corporate finance and investment management
Non-Executive Director H&G (ASX:HNG) 2010-Present.
Director of Equity Trustees and
Pengana.
Former CEO of H&G (ASX:HNG) from 1985 – 2010.
PETER MILLER
NON-EXECUTIVE DIRECTOR
30+ years experience in Chartered Accounting & public practice.
Non-Executive Director H&G (ASX:HNG) 2000- Present.
Former Board Chair H&G (ASX:HNG) 2002-2019.
CHERYL HAYMAN
NON-EXECUTIVE DIRECTOR
20+ years of local and global consumer retail experience including digital strategy and brand development.
Non-Executive Director H&G (ASX:HNG) 2016-Present.
Director of Shriro Holdings Limited (ASX:SHM), Beston Global Foods Ltd (ASX:BFC) and Chartered Accountants Australia / New Zealand
JOSEPH CONSTABLE
EXECUTIVE DIRECTOR
5+ years of experience across capital markets and investment management
Executive Director H&G (ASX:HNG) 2020 -Present
Former Investment Manager at: Supervised Investments Australia; Smith and Williamson (UK); Hunter Hall Intl (UK)
HANCOCK & GORE
FY21 INCOME STATEMENT
12 months to 30th September 2021
| FINANCIAL YEAR ENDING SEPTEMBER 30TH | FY21 |
|---|---|
| Realised & Unrealised Gains on Investments | $14.3m |
| Other Income | $2.4m |
| Dividends | $1.5m |
| Operating Costs | ($3.0m) |
| Net Profit Before Tax | $15.2m |
| Net Profit After Tax (Income Tax Benefit in FY21) | $15.6m |
HANCOCK & GORE
FY21 BALANCE SHEET
12 months to 30th September 2021
| FINANCIAL YEAR ENDING SEPTEMBER 30TH | FY21 |
|---|---|
| Cash | $7.6m |
| Receivables | $0.2m |
| Listed Investments | $3.5m |
| Private Investments | $34.8m |
| Intangibles | $0.7m |
| Other Assets | $2.6m |
| Bank Debt | $(0.0)m |
| Payables | $(0.4)m |
| Other Liabilities | $(1.2)m |
| Net Assets | $47.8m |
$47.1M
NET TANGIBLE ASSETS
HANCOCK & GORE
IMPORTANT NOTICES
The following disclaimer applies to this presentation. Please consider its contents carefully. By accepting this presentation, you acknowledge that you are receiving it on the basis set out in the following paragraphs.
This presentation has been prepared and issued by HGL Limited (ABN 25 009 657 961) (HNG) in relation to a proposed placement of shares (New Shares) to sophisticated, institutional investors and professional investors (who are "wholesale clients" within the meaning of section 761G of the Corporations Act 2001 (Cth) (Corporations Act)) to be made under section 708A of the Corporations Act (Equity Raising).
Currency of information
The information contained in this presentation is current as at the date of this presentation or such earlier date as specified in this presentation.
Summary of information
The information in this presentation is of a general nature only. It does not purport to be all-inclusive, comprehensive or contain all the information that may be relevant, or which a prospective investor may require in evaluations for an investment in HNG. The recipient acknowledges that circumstances may change, and that this presentation may become outdated as a result. This presentation and the information in it are subject to change without notice. HNG has prepared this presentation based on information available to it and is not obliged to update this presentation. Morgans Corporate Limited (ABN 32 010 539 607) and Wentworth Securities Pty Ltd (ABN: 96 155 409 653) are acting joint lead managers and bookrunners to the Equity Raising (Joint Lead Managers). To the maximum extent permitted by law, HNG, and its related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents (together the HNG Parties) and the Joint Lead Managers, each of their related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents (together the Joint Lead Manager Group), make no representation or warranty, express or implied, as to the accuracy, completeness, timeliness or reliability of the contents of this presentation (including without limitation, liability for negligence). To the maximum extent permitted by law, none of the HNG Parties nor the Joint Lead Manager Group accept any liability (including, without limitation, any liability arising from fault or negligence) for any loss whatsoever arising from the use of this presentation or its contents or otherwise arising in connection with it. HNG and the Joint Lead Managers reserve the right to withdraw the Equity Raising or vary the timetable for the Equity Raising without notice.
Not an offer
This presentation is not a prospectus or other disclosure document for the purposes of the Corporations Act and has not been, and will not be, lodged with the Australian Securities & Investments Commission or any other Australian or overseas regulatory body. This presentation is not an invitation or offer of securities in HNG for subscription, purchase or sale in any jurisdiction in which it would be unlawful, and neither this presentation nor anything in it shall form the basis of any contract or commitment. The distribution of this presentation (including an electronic copy) within or outside Australia may be restricted by law. In particular, this presentation may not be distributed or released to any person, and any securities may not be offered or sold, in any country outside Australia except to institutional and professional investors, and to the extent permitted pursuant to applicable exemptions from any prospectus or registration requirements. If you come into possession of this presentation, you should observe such restrictions and should your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.
The securities issued under the Equity Raising have not been and will not be registered under the U.S. Securities Act of 1933, as amended (Securities Act), or under the securities laws of any state or other jurisdiction of the United States and may not be sold, directly or indirectly, in the United States except in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States (which HNG has no obligation to do or procure) or pursuant to an exemption from, or in a transaction exempt from or not subject to, registration requirements and any other applicable securities laws. This presentation may not be distributed or released in the United States.
By accepting this presentation you warrant and represent that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations therein. No party other than HNG has authorised or caused the issue, submission, dispatch or provision of this presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this presentation. No member of the Joint Lead Manager Group nor any of the HNG Parties have authorised or permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation that is based on any statement by any of them. None of the HNG Parties and the Joint Lead Manager Group take any responsibility for any information in this presentation or any action taken by you on the basis of such information.
HANCOCK & GORE
IMPORTANT NOTICES
Not investment advice
The information contained in this presentation is not investment or financial product advice (nor tax, accounting or legal advice) nor is it a recommendation to acquire securities in HNG. This presentation does not and will not form any part of any contract for the acquisition of securities in HNG. This presentation has been prepared without taking into account your investment objectives, financial situation or particular needs. Before making an investment decision you should consider whether it is a suitable investment for you in light of your own investment objectives, financial situation and particular needs, having regard to the merits or risks involved and seek appropriate advice, including financial, legal and taxation advice appropriate to your jurisdiction and circumstances. This presentation and its contents are provided on the basis that recipients will not deal in the securities of HNG in breach of applicable insider trading laws.
Investment risk
An investment in securities in HNG is subject to known and unknown risks, some of which are beyond the control of HNG. HNG does not guarantee any particular rate of return, the performance of HNG, the repayment or maintenance of capital or any particular tax treatment. Prospective investors should have regard to the risks outlined in this presentation when making their investment decision and should make their own enquiries and investigations regarding all information in this presentation, including the assumptions, uncertainties and contingencies which may affect future operations of HNG and the impact that different future outcomes may have on HNG. Cooling off rights do not apply to the acquisition of securities under the Equity Raising.
Company information
HNG's historical information in this presentation is, or is based on, information that has been released to ASX. This presentation should be read in conjunction with HNG's other periodic and continuous disclosure information lodged with ASX, which are available at www2.asx.com.au.
Third party information
Certain market and industry data used in connection with this presentation may have been obtained from research, survey or studies conducted by third parties, including industry or general publications. The HNG Parties have not independently verified any such market or industry data.
Historical information
Past performance information in this presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance.
Forward looking information
This presentation contains certain forward-looking statements, guidance, forecasts, estimates or projections in relation to future matters (Forward Statements) that involve risks and uncertainties, and which are provided as a general guide only. Forward Statements can generally be identified by the use of forward looking words such as "anticipate", "estimate", "will", "should", "could", "may", "expects", "plans", "forecast", "target" or similar expressions and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of HNG, the outcome and effects of the Equity Raising, and the use of proceeds from the Equity Raising. HNG can give no assurance that these expectations will prove to be correct. You are cautioned not to place undue reliance on any forward-looking statements. None of the HNG Parties represent or warrant that such Forward Statements will be achieved or prove to be correct or gives any warranty, express or implied, as to the accuracy, completeness, likelihood of achievement or reasonableness of any Forward Statement contained in this presentation. Actual results may differ materially from those anticipated in these forward-looking statements due to many important factors, risks and uncertainties including, without limitation, risks associated with future capital needs, general economic uncertainty and other risks detailed from time to time in HNG's announcements to ASX. HNG does not undertake any obligation to release publicly any revisions to any "forward-looking statement" to reflect events or circumstances after the date of this presentation, except as may be required under applicable laws.
HANCOCK & GORE
MR. SANDY BEARD
EXECUTIVE CHAIRMAN
HGL LTD. (HANCOCK & GORE)
[email protected]
0412 308 263
www.hgl.com.au
HANCOCK & GORE
