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TELSTRA GROUP LIMITED — Capital/Financing Update 2004
Mar 7, 2004
65927_rns_2004-03-07_f972f9d0-9cc2-4f6c-b070-68ab0d43b228.pdf
Capital/Financing Update
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8 March 2004
The Manager
Company Announcements Office Australian Stock Exchange 10th Floor, 20 Bond Street SYDNEY NSW 2000
Office of the Company Secretary
Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA
Telephone 03 9634 6400 Facsimile 03 9632 3215
ELECTRONIC LODGEMENT
Dear Sir or Madam
Sensis Acquisition of the Trading Post Group
In accordance with the listing rules, I attach an announcement for release to the market.
Yours sincerely
North brake
Douglas Gration Company Secretary
Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556


FOR IMMEDIATE RELEASE
MEDIA RELEASE
Sensis acquires leading Australian classified advertising business, Trading Post
MELBOURNE: March 8, 2004 – Sensis Pty Ltd today announced it had acquired 100 percent ownership of the Australian-based Trading Post Group from wholly-owned subsidiaries of Dutch company Trader Classified Media NV for a cash consideration of A\$636 million.
Sensis assumes immediate ownership of The Trading Post Group in Australia, a market leader in Australian classified advertising, operating twenty two popular print publications, five complementary online sites, two automotive inserts and Australia's number one classified advertising brand, Trading Post®. The Trading Post Group generates revenue from three principal sources: classified advertisements; commercial display advertisements; and circulation.
Telstra Chief Executive Officer, Dr Ziggy Switkowski, said "This strategic acquisition brings together two leading advertising businesses to create a powerful presence in Australia's fastest growing advertising market – local print and online advertising".
Mr Bruce Akhurst, Group Managing Director Broadband and Media, confirmed that "Stand-alone Trading Post Group revenues will be around A\$148 million in calendar year 2004, and there will be further substantial Sensis and Trading Post Group revenue and cost synergies resulting from this acquisition. The incremental EBITDA to Sensis from this investment and its associated benefits will exceed A\$64 million in the 2004/05 operating year and I'm delighted one of our key growth vehicles, Sensis, has been able to secure a deal that will deliver significant value to Telstra shareholders".
The acquisition meets Telstra's strict investment criteria. It will be cashflow positive in the first year, EPS accretive in year two, provides full operational control, and will deliver attractive EBITDA uplift.
The Chief Financial Officer, John Stanhope, emphasised that this investment left Telstra still within its capital management ratios and would not affect the Board's ability to continue with their current shareholder value enhancing initiatives.
Sensis Chief Executive Officer, Mr Andrew Day, said "We're extremely pleased to have the Australian-based Trading Post operation join the Sensis stable of high quality directory and non-directory advertising assets. The Trading Post acquisition increases our total advertising market share from 13% to around 15% and our online advertising revenue share to approximately 26%, and creates a strong base for further extension into the classified advertising market in Australia.
Mr Day commented "Trading Post is a high growth company and a very strong business in its own right. It's on track to deliver solid revenue growth of around 15% in CY 2004, and has many opportunities for further growth through product enhancement, new publications, new territories and new online category web sites.
"Sensis can deliver significant value to Trading Post to help it grow as the market leader in Australian classified advertising. We will do so by drawing on our core expertise in local advertising and sales, market and product development, and IT".
In return, Trading Post can deliver significant value to Sensis, allowing its Yellow Pages® and White Pages® directory customers access to new products in print and online publications published on a more frequent basis, adding a leading icon Australian brand to the already strong Sensis® brand portfolio, and providing deeper functional content to enhance Sensis' consumer offerings.
Sensis will operate the Trading Post initially as a stand-alone business. Trading Post Group Chief Executive Officer, Mr Roderick McAllery, will continue as CEO and become a member of the Sensis Executive Leadership Team. There will be no change to the current Trading Post Group management structure, which is well established and high performing. Trading Post's staff base of nearly 830 people, and its Australian-based operations and facilities will now come under Sensis management.
Amongst others, the Trading Post Group print publications include Trading Post (general classifieds). Things that Go (automotive), Collectormania (collectables), Auto Trader Xtra (automotive) and Zest For Life (retirement). Its complementary online sites include tradingpost.com.au, autotrader.com.au, thingsthatgo.com.au, buysell.com.au and collectormania.com.au.
-ends-
About Sensis
Sensis is one of Australia's leading directory, advertising, and information providers. Our vision is to connect people, businesses and places 24 hours a day, seven days a week. In realising this vision we accept the challenge that we must provide our customers with innovative new ways to advertise, communicate and do business. To achieve this we offer a powerful, multi-channel solutions portfolio that incorporates directories advertising, voice and online information and advertising, electronic procurement and cataloguing services. These solutions enable us to achieve annual revenues exceeding \$1.2 billion.
Sensis is the advertising subsidiary of Telstra Corporation Limited and manages some of Australia's leading brands such as White Pages®, Yellow Pages®, CitySearch® and Whereis®.
About Trading Post Group Australia Pty Ltd (TPG)
The Trading Post brand is the leading publishing and internet classified business in Australia. TPG's portfolio of titles occupy strong positions in each content category and geographic region with the two oldest brands dating back to 1966 and 1968. TPG's primary focus remains the generalist Trading Post paid ad/paid circulation advertising publications. Most publications are paid ad/paid circulation with classifieds on the pre-paid basis, however, The Melbourne Trading Post and Personal Trading Post also offer pay-on-sale reflecting their original point of differentiation from newspapers. TPG has also strengthened its market penetration and depth of content via the production and distribution of category specific publications.
Historically the company's strength has been its offline products, however, increasing the content of such publications is being replicated to the online environment. TPG manages 5 online publications including Australia's number one classified online site, www.tradingpost.com.au. The company began its online presence in 1996 with the launch of melbournetradingpost.com.au. Classified content on the web is sourced from the business' print databases where advertisers are provided with the option of listing their goods online.
For further information please contact:
Felicity Hand General Manager Sensis Corporate Communications Ph: 61 3 9201 4785 Mb: 0417 566 061
TGISTE CODOCEION LINICO Saisk Acquisitor The TIC CING POST CROUD Monday, 8 March 2004
Sensis)

ZICCY SWILLOWS 4
Chef Executive Officer TEISTE COTOORTONIKO
Sensis)

Revenue Growth - Both Organic and Acquisitive
Maximise traditional revenues
- Rebalancing
- Value Added Services
- Increase utilisation
- Price innovation
- Customer service
- Reduce costs / improve margin
Transformation 21st Century IP Network

Téléva k customer driver
Grow Naw WAYA
- E Biogologico
- Modity
- Advertising

Services + Relationships + Efficiency = Profitable Growth
BRUGGVAKINI ISL
Group Managing Director Broadering Reine Medite
Telstifa Corporation Limited
SQIBIS

Trading Post Group Pty Ltd: A High Performance Acquisition

- Sensis acquires Trading Post Group Pty Ltd
- An Australian icon in classified advertising
- A high performance business $\bullet$
- Fits Telstra acquisition criteria value EPS accretive in year 2
- Significant upsides in the future
- High growth business in Telstra's New Wave'
rabinu 13os
- A key step in realising the Sensis growth strategy $\bullet$ The eader in local, Australian advertising
- Sensis Will: Ō
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Manage organic growth / Unlock synergies and new value
HARRE HVALGO
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Trading Dost
ANTENODISTIC

Our Last Update
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ET SANGER TOOSTER
- Sensis is aiming to achieve 6% sustainable growth $\bullet$
- 4% in print $\frac{1}{2}$
- 25% in online / electronic
Maria A
- Sensis has a clear strategy for growth
- Excellent performances across the business:
RANGE BR
- e.g. Product innovation / Customers / People / Sales / Brand
- Sensis will be the leader in local, Australian advertising
- Sensis will undertake value accretive acquisitions in support of this goal
- LookSmart Australia assets
- Invizage Technology Pty Ltd
- Trading Post Group Pty Ltd
Acquisition of Trading Post Group Pty Ltd
Katalog ay na
- Agreement reached with Trader Classified Media MV $\bullet$
- Sensis will acquire 100% of Trading Post Group Pty Ltd
- Ownership, management control, IP rights $\frac{1}{2}$
- A\$636m cash payment
Ida da An
THE REAL PROPERTY
The Company of the Company
- Operational control assumed immediately
- A key milestone in the achievement of the Sensis growth strategy
- A significant opportunity for Sensis, Telstra and our shareholders
Arierew Day
Chief Executive Officer SERSENTE
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. . . . . . . . . . . . . . . . . . .
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Sensis: Creating the Leader in Local, Australian Advertising
Maria Alberta
Growth will come from five areas: two areas of organic growth complemented by 2 areas of acquisition growth
CONTRACTOR
Domestic Local Advertising M&A Trading Post
Domena Biblings Samker MOZ Invizacio
Evolution to Sensis Interactive Media LookSmart
bitan ohes WAS FINE BEACS
mana mas
Terment
3
2
Mallow (Pacietse White Pages
Non-Directories Advertising Brands
Sensis MediaSmart® CitySearch®
MINICIAL SCIAL COST Products and Brands
SONSIS
Sensis Direct Access Electronic Write Pages? Magnificio Where S
Print Maline Voice n av Molina
Mirolocc
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$\bigcap \mathsf{nlim}\,\square$ Mirolacc
Enhanced Reach to Ready Buyers
RACTES
Audience quality sets Sensis apart
Mariation
THE LEADER
LANDER SERVICE

Eurther enhanced by Whereis® digital mapping: serving 6.7m maps per month
dependent research of 18 - 64 year olds conducted by TNS in Sydney, Melbourne, Brisbane, Adelaide and Perth. April to September 2003. 2 Independent earch of 18 – 64 year olds conducted by TNS Sydney, Melbourne, Brisbane, Adelaide and Perth, January 2004. 3 Red Sheriff Customer Measurement Sep
The Trading Post Group Pty Ltd
atan ng Kabupat
A high-performance leader in Australian classifieds
SONSIS
Is Ale Channel
Background
TANADA LA PERSONAL
a kacamatan ing Kabupatèn Bandar
- Australian print and online classifieds leader
- $\bullet$ First brands: 1966 and 1968
- Previous owner: Trader Classified Media NV
- Aggressive acquisition platform


An Iconic Classifieds Portfolio
WA TELES
Istrator
22 Publications
TATION COMPANY
THE REAL PROPERTY
27 million circulation
- 17.2million paid
- 9.8million free
Well known titles
- Trading Post
- Things That Go
- Collectormania
- Local Trader
- Buy and Sell
- Zest 4 Life
- Auto Trader xTra
Five Web Sites
- Approx $0.725m$ unique users1
- Approx 34m page views1

999 - 999 - 999 - 999 - 999
2000 - 900 - 910 - 910 - 910 - 910 - 920 - 930 - 940 - 940 - 940 - 940 - 940 - 940
Maria Barat Manazira Constantinople ANA TELEVISION STARTES A National Footprint in Print and Online Classifieds TARA TARA diana Kuampisan juun TRADING POST QLD The Oceanal Copies sold: 3.6m Crading Post NT. Copies sold: 0.1m TEATER GADINARY autotrader NSW Copies sold: 4.9 VА opies sold: 0.4m Bwllean 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 199 aann mu Erading Oost ${F, {1, 1}, \ldots }$ Crading Oost
contrato means VIC Copies sold: 5.6m SA: TAS Things That Go Copies sold: 2.0m Copies sold: 0.6m TANA ADAMAN
Sensis and The Trading Post Group: A Logical Combination
District
MARTINER
Powerful fundamentals
. Classifieds business leadership
TERRETA DE LA CONSTITUCIÓN DE LA CONSTITUCIÓN DE LA CONSTITUCIÓN DE LA CONSTITUCIÓN DE LA CONSTITUCIÓN DE LA
. Brands
The Company of the Company
anarazza
Gallullullul
- C2C audience
- . Deeper content
- . Weekly publication
- . Proven management
- Expanded product portfolio
Operational overlap:
- $.CRM$
- . Sales
- Content management - Publishing
- . Local advertising focus
- . Market leaders
- Growth businesses
Directory business leadership
Brands
gammanaga sa
- Proven management
- Cross-channel publishing capabilities
SANS
- Customer audience
- Advertiser base
Content enhancement... Broader solution base... Weekly publication... A moka novem presenca na mina or letova teho saco d
Powerful Enhancement Opportunities
Checher 4
SALL
Ward is a
The Control State
MANAGE STAR
| Sales and Marketing | |||
|---|---|---|---|
| Bundling and cross-selling across brands | |||
| Stronger portfolio: Grow yield / reduce churn | |||
| Call centre realignment and sharing | |||
| of best practices | |||
| Sales force management and sharing of best practices ASLIM BEIDA from |
|||
| Combined Sensis 12G | |||
| Internet Revenue Synergies in FY04/05 |
|||
| Effective channelling of Internet traffic | |||
| Cross-selling and bundling of print and online products |
|||
| Significant IT benefits | |||
Trading Post Group Pty Ltd: A High Performance Business
- . . . . . . . . . . . . . . . . . .
CONTRACTOR
mana matatan
SON N
e de la Constitución
eummo
TANA SER

In Australia, revenue and EBIIDA growth is strong
strong FY04/05 EBITDA forecast of A\$64m
TO THE STAR
Includes stand-alone Trading Post Group business plus Sensis-Trading Post Group combined synergies
Stand-alone TPG revenue of A\$ 157m, plus \$A4m in combined revenue and cost synergies
Revenue Synergies
•Enhanced product management and yield
PORT START DES
MARTIN ST
- Price management
- Churn reduction
- Product bundling
- Lead referral
The Second Company
• New business
Cost Savings
$\bullet$ IT savings
- •Corporate and call centre realignment
- •Preliminary sales integration
- •Procurement (eg. paper, print, promotions & advertising, travel, consumables)
Trading Post Management Plans
MARITAL
ET SHAKERS TO THE TIME
TTTT TILLET TILLET
• Operate Trading Post as stand-alone for the foreseeable future
Tennished and all all of the State of the State of the State of the State of the State of the State of the St
- Roderick McAllery will remain as CEO $\frac{1}{2}$
- Ensure successful integration and value uplift
- Grow position as a leader in national classified advertising
- Maintain and increase circulation volumes
- Build on the strong online position $\overline{\phantom{a}}$
- Explore and leverage significant enhancement opportunities
JORASIE ALORE
Chantra Long TEGIC COPOCIUS INC.
$\mathop{\rm sep}\nolimits!\mathop{\rm s}\nolimits!\mathop{\rm s}\nolimits!)$

Maria Barat da Barat da Barat da Barat da Barat da Barat da Barat da Barat da Barat da Barat da Barat da Bar
Proforma Impact on Telstra: As at 31 December 2003 (1)
Profit and Loss
(amortised over 10 years), Mastheads – Indefinite:
Balance sheet
| 1H 03'04 | 1H 03'04 | 1H 03'04 1H 03'04 | Dec'03 | Dec'03 | Dec'03(2) | Dec't | |||
|---|---|---|---|---|---|---|---|---|---|
| Telstra Trading PostAcq adj (2) | Total | Telstra | Trading Post Acq Adjs | Tot | |||||
| \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | ||
| les Revenue | 10,456 | 66 | 10,522 | Current Assets | 5,128 | 9 | $-22$ | 5, | |
| ITDA | 5,324 | 22 | 5,346 | Non Current Assets | 28,905 | 10 | 624 | 29,5 | |
| П | 3,522 | 20 | -6 | 3,536 | Total assets | 34,033 | 19 | 602 | 34,6 |
| erest | 355 | 22 | 377 | ||||||
| C | 874 | 6 | -7 | 873 | Total current liabilities | 5,023 | 10 | $-7$ | 5, 6 |
| AT | 2,293 | 14 | $-21$ | 2,286 | |||||
| Non current liabilites | |||||||||
| Other | 3,104 | 3, | |||||||
| Borrowing | 10,796 | 638 | 11,4 | ||||||
| Total Non current liabilitel | 13,900 | 1 | 638 | 14,5 | |||||
| Total liabilities | 18,923 | 11 | 631 | 19,5 | |||||
| Net Assets | 15,110 | 8 | $-29$ | 15, ( | |||||
| Telstr | |||||||||
| Proforma numbers shown as if Trading Post was acquired on 1 July 2003. | |||||||||
| Adjustments on acquisition include Goodwill \$183 million (amortised over 20 years), Mastheads - Limited Life \$34 million |
Financial Priorities: Free Cash Flow & Revenue Growth

Strong Cash Flow gives us Options

ZICCY SWILLOWS 4
Chef Executive Officer TEISTE COTOORTONIKO
Sensis)

Summary
THE REAL PROPERTY
mara ya ma
- Trading Post is a high performance, growth business
- Supports our strategies for growth
RACIONAL COMPOSITION
Meets Telstra's strict investment criteria
ia de 1964
- Extends Sensis' proposition to the critical buyer audience
- Significant organic opportunities
- Sensis can unlock new value
- New asset will contribute to Sensis:
- Audience and customer base
- Portfolio
- Capabilities

Tanzania (h. 1878).
Naskiĝoj
SAMARI SERIKA SERIKA DI
Antonio de Arabia
QUESTIONS
$\widehat{\mathbf{S}}$ ensis $\big}$
