VERIS LIMITED — AGM Information 2012

Nov 29, 2012

OTOC Limited (ASX:OTC)

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Investor Update – Annual General Meeting 2012
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Disclaimer

This Document should not be considered as an offer or invitation to subscribe for or purchase any securities in OTOC Limited (“OTOC” or “The Company”) or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in OTOC should be entered into on the basis of this Document.

This Document contains high level information only and does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of OTOC and its prospects. Any forecasts and forward looking information contained in this Document are subject to risks and uncertainties and are not a guarantee of future performance. Actual performance will almost certainly differ from those expressed or implied.

OTOC makes no representation or warranty, express or implied, as to the accuracy, currency or completeness of the information presented herein. Information contained in this Document may be changed, amended or modified at any time by OTOC. OTOC is under no obligation to update any information or correct any error or omission which may become apparent after this Document has been issued.

To the extent permitted by law, OTOC and its officers, employees, related bodies corporate and agents (‘Associates’) disclaim all liability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of OTOC and/or its Associates) for any loss or damage suffered by recipients of this Document or other persons arising out of, or in connection with, any use of or reliance on this Document or information contained herein. By accepting this Document, the recipient agrees that it shall not hold OTOC or its Associates liable in any such respect for the provision of this Document or any other information provided in relation to this Document.

Recipients of this Document must make their own independent investigations, consideration and evaluation of the information contained herein. Any recipient that proceeds further with its investigations, consideration or evaluation of the information described herein shall make and rely solely upon its own investigations and inquiries and will not in any way rely upon this Document. Recipients of this Document should not act or refrain from acting in reliance on material in this Document.

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Background

• OTOC Limited (ASX:OTC) is a multi disciplined mining services company with two operating subsidiaries:

• OTOC Australia specialising in the installation of mine site accommodation and non-process infrastructure; and

• Whelans , a resource sector focused surveying, mapping and town planning company which provides a diversified, repeatable earnings stream and crossselling opportunities

• In its first year in the public market OTOC Limited recorded annual revenue of $153.3m[1] and EBITDA of $9. 4m[1] , outperforming guidance at the time of the acquisition

• OTOC positioned as a leading provider of resources and infrastructure services with a blue chip client base, complementary service offerings and leverage to ongoing investment in Western Australian mining and oil & gas projects

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OTOC Group Limited
(ASX: OTC)
100% 100%
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• Recent contract wins underpin OTOC Australia and Whelans FY13 order book

Note 1: Excluding discontinued operations (Emerson Stewart Consulting)

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Achievements in FY12

• OTOC Australia acquisition completed

• Strengthened Board & Management

• Acquisition of OTOC Australia Limited completed

• OTOC Australia FY12 revenue $133.5m and EBIT of $6.7m

• • Exceeded guidance at the time of the OTOC Australia transaction

• Derek La Ferla (Chairman) and Adam Lamond (CEO) appointed to the Board

• • Appointment of experienced operational and financial executives

  • David Russell - General Manager

  • Brian Mangano – CFO

  • Lisa Wynne – Company Secretary

• Project Execution

• Completed civil and NPI construction projects for Rio Tinto, BHP, FMG and Roy Hill

• • Enhanced reputation for quality and timeliness of project execution

• Whelans continued involvement with major resource infrastructure projects throughout the Pilbara

• Whelans various Land Development Projects in Karratha & for RTIO on their Wickham Townsite Expansion

• Entry into Oil & Gas Sector

• Diversification Into New Sectors

• Divested Emerson Stewart Consulting

• Construction of a 330 man camp for BHP’s Macedon Project

• • First step in a strategic entry into the Oil and Gas sector

• OTOC received a Notice to Proceed for early works in relation to the construction of the Nauru processing centre to the value of $6.2 million

• Emerson Stewart Consulting sold for circa $1.4m and assumption of ongoing liabilities

• Streamlines core business focus

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OTOC Australia

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Whelans

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FY12 Financial Highlights

		FY12	FY11	Change
		$m's	$m's	%
Revenue		152.2	53.3	185%
EBITDA		9.4	1.6	480%
EBIT (Results from Operating Activities)		7.2	0.8	820%
EBIT Margin		4.8%	1.5%	222%
NPAT from continuing operations	1	6.2	-0.8	nm
Loss from discontinued operations 2		-0.7	0	nm

Notes

1. FY11 reflects only OTOC pre acquisition due to reverse acquisition accounting; FY12 reflects OTOC for the full 12 months and Whelans and Emerson Stewart for the period 1 October 2011 to 30 June 2012

2. Emerson Stewart Consulting

3. nm – not meaningful

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FY12 Financial Trends

	Revenue	EBIT
	$m	$m	%
OTOC Australia - 1H 2012	64.8	0.8	12%
OTOC Australia - 2H 2012	68.7	5.9	88%
OTOC Australia - FY 2012	133.5	6.7	100%
Whelans – 1H 2012	12.4	1.0	37%
Whelans – 2H 2012	13.7	1.7	63%
Whelans – FY 2012	26.1	2.7	100%

Notes

1. Whelans FY12 reflects full year results

2. Whelans acquired on 1 October 2011

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Divisional Result

OTOC Australia

Whelans

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140.0 8.0 30 3.0
7.0
120.0
25 2.5
6.0
100.0
20 2.0
5.0
80.0
4.0 15 1.5
60.0
3.0
10 1.0
40.0
2.0
5 0.5
20.0
1.0
0.0 - 0 -
FY10 FY11 FY12 FY10 FY11 FY12
Revenue EBIT Revenue EBIT
EBIT ($m)
EBIT ($m) Revenue ($m)
Revenue ($m)
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Note 1: FY11 EBIT of $5.0m is normalised for restructuring and abnormal expenses

Commentary:

• Strong revenue generation offset by cost over runs, particularly in 1H 2012

• 1H 2012 revenue/EBIT of $64.8m and $0.8m vs 2H 2012 of $68.7m and $5.9m respectively

• Implemented improved internal controls and financial managements systems to better monitor and control costs

Commentary:

• Whelans actual for the 12 months ended 30 June 2012

• Benefiting from investment in regional offices, exposure to the oil & gas sector

• FY13 run rate significantly ahead of corresponding period

• Appointment of key senior management

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Health, Safety and Environment

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Health, Safety and Environment

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leted Pro ects OTOC/Whelans Comp j

Client	Project		Contract	Description
Technip Oceania /	Macedon		$23.1 million	Installation of 330 rooms buildings including
BHP Billiton	Construction Village		4 months commenced Jun-11	installation of concrete works, hydraulics, clearing, bulk and detailed earthworks associated with the WWTP and spray irrigation
				field, power and lighting reticulation, area
				lighting and communications conduits and pits.
2M Constructs /	Roy Hill Rail		$23.4 million	Supply and installation of four fly camps and 2 x
Kerman JV / Roy Hill Infrastructure Pty Ltd	Camps		11 months commenced Sep 11	300 man permanent Rail Camps for the Roy Hill Iron Ore Project in 4 separate locations from 55km to 227km South of Port Hedland.
Onyx Projects /	West Angelas		$14.4 million	318 room expansion and buildings including
Rio Tinto	Village Upgrade 2012		5 months commenced Apr 12	installation, demolition, removal of existing buildings and potable water tanks, detailed earthworks, communications, WWTP,
				hydraulics.
Calibre	Rail Capacity		$1.8 million	Whelans, survey works associated with the
	Enhancement Works		Additional $5 million due	railway capacity upgrade works on the Cape Lambert & Dampier Lines
			completion Aug 14
SKM / John	Cape Lambert		$7 million	Whelans, survey works for JH on Cape Lambert
Holland	Port B Upgrade Survey Works		Commenced Jan 11	Port B capacity upgrade and associated audit surveys for SKM.
			Additional $3
			million due
			completion Aug 14

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New Contract Award – Rio Tinto Brockman 4 Operations Village

• OTOC has been awarded a contract with Rio Tinto for the installation of accommodation units at the Brockman 4 Operations Village

• The value of the contract is approximately $32.0 million

• Contract is part of the Rio Tinto Nammuldi Below Water Table Project in the West Pilbara region of Western Australia

• Project due to be completed June 2013

• Contract award continues OTOC Australia’s strong relationship with Rio Tinto Limited

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New Contract Award – Nauru Processing Centre

• OTOC has been received a Notice to Proceed for early works in relation to the construction of the Nauru processing centre to the value of $6.2 million

• Canstruct Pty Ltd has advised OTOC that it intends to enter into a contract with OTOC for the construction of the Nauru Processing Centre to the value of approximately $22.7 million, subject to agreeing satisfactory commercial terms and approval by the Commonwealth

• The Notice to Proceed was issued to OTOC because of its proven construction ability in remote locations and further diversifies OTOC’s 2013 earnings profile with a mix of resources construction, government contracting, and surveying and urban planning revenue streams

• OTOC will look to engage Whelan’s to provide surveying for the duration of the project

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FY13 Outlook

• OTOC Australia and Whelans monthly run rate is tracking ahead of prior year period 1H FY2012

• Order book strong for OTOC Australia. Completed work and contracts in hand approaching $70m

• Strong level of tendering activity, with signs of improvement in the Iron Ore market

• Whelans - strong order book with secured work going out to 2014

• Current contracted work in hand for the group to be delivered in FY13 exceeds $80m

• Divestment of Emerson Stewart to reduce operational losses and corporate overheads

• Continuing focus on the oil and gas market is a key growth driver

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Appendix A - Corporate Snapshot

Capital Structure

Share price (ASX: OTC)	c	8.0
Ordinary shares on issue Market cap (undiluted) Net debt (Jun 12) Enterprise value	m $m $m $m	193.1 15.5 6.0 21.5

Board and Management

Derek La Ferla Non-Executive Chairman Adam Lamond Chief Executive Officer Tom Lawrence Non-Executive Director Lisa Wynne Company Secretary Brian Mangano Chief Financial Officer David Russell General Manager, OTOC Australia Brian Hill Managing Director, Whelans

Share Price

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25 1.8
1.6
20
1.4
1.2
15
1.0
0.8
10
0.6
0.4
5
0.2
0 -
Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12
Volume Share Price
Top Shareholders
Adam Lamond 30.1%
Entrust Private Wealth Management 11.2%
Bertoli Contracting Pty Ltd 5.9%
Inside-Out Carpentry Services 5.9%
Concept West Communications 5.9%
Dario Amara 5.1%
A$ cents
million shares traded
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