ACQUISITION OF BROADWAY AND EQUITY RAISING - AUMAKE INTERNATIONAL LIMITED - 61 FINANCIAL
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Important notices and disclaimer The investor presentation (“Presentation”) has been Not an offer The distribution of this presentation in other jurisdictions Financial data prepared by AuMake International Limited (ACN 150 110 outside Australia may also be restricted by law and any This Presentation is for information purpose only and is not All dollar values are in Australia dollars (“A$”) and financial 017) (“ AuMake” or “company”). This presentation has been such restrictions should be observed. Any failure to comply a prospectus, disclosure document, product disclosure data is presented as at and for the twelve months ending prepared in connection with an equity offer (“Offer”) of new with such restrictions may constitute a violation of statement or other offering document under Australian law 30 June 2019 unless otherwise stated. Investors should AuMake ordinary shares (“New Shares”). The offer is being applicable securities laws (see “international offer or other law (and will not be lodged with the Australian note that this presentation contains pro forma financial conducted under section 708AA of the Corporations Acts restrictions”). By accepting this presentation you Securities and Investments Commission (“ASIC”)0. The information. The pro forma financial information provided 2001 (cth) (“Corporations Act”) as modified by ASIC representation and warrant that you are entitled to receive presentation is not and should not be considered an offer in this presentation is for illustrative purposes only and is Corporations (Non- Traditional Rights Issues) Instrument such presentation in accordance with he above restrictions or an invitation to acquire entitlements or New Shares or not represented as being indicative of AuMake‘s (or 2016/84. and agree to be bound by the limitations contained herein. any other financial products. The offer will be made on the anyone else’s) views on AuMake’s future financial position Summary information: basis of the information to be contained in the offer Not financial product advice and/or performance. The pro forma financial information is booklet to be prepared for eligible shareholders in Australia based on the audited financial information of AuMake, This Presentation contains summary information about the This presentation does not constitute financial product or and New Zealand (“offer booklet”), and made available and the unaudited management accounts of Broadway current activities of AuMake and its subsidiaries (“AuMake”) investment advice (nor tax, accounting or legal advice) nor following its lodgement with ASX. Any eligible shareholder Group. as at the date of this Presentation. The information in this is it a recommendation to acquire entitlements or New in Australia and New Zealand who wishes to participate in Presentation is of a general nature and does not purport to Shares and does not and will not form any part of any The pro forma financial information has been prepared by the Entitlement offer should consider the offer booklet in be complete. This Presentation does not purport to contain contract for the acquisition of entitlements or New Shares. AuMake in accordance with the measurement and deciding to apply under that offer. Anyone who wishes to all the information that an investor should consider when This presentation has been prepared without taking into recognition requirements, but not the disclosure apply for New Shares under the entitlement offer will need making an investment decision nor does it contain all the account the objectives, financial situation or needs of requirements, of applicable accounting standards and to apply in accordance with the instructions contained in information which would be required in a disclosure individuals. Before making an investment decision, other mandatory requirements in Australia. Refer to the the offer booklet and the entitlement and acceptance document or prospectus prepared in accordance with the prospective investors should consider the appropriateness “Basis of preparation of financial information” section of form. requirements of the Corporations Acts. It should be read in of the information having regard to their own objectives, this presentation for further detail. conjunction with AuMake’s other periodic and continuous This presentation may not be released or distributed in the financial situation and needs and seek appropriate advice, disclosure announcement lodged with the Australian United States. This presentation does not constitute an including financial, legal and taxation advice appropriate Securities Exchange, which are available at www.asx.com. offer to sell, or a solicitation of an offer to buy, securities in to their jurisdiction. AuMake is not provide financial product au. To the maximum extent permitted by law, AuMake, the the United States or in any other jurisdiction in which such advice in respect of AuMake shares. Cooling off rights do lead manager, their, and their respective affiliates and an offer would be illegal. The entitlement and New Shares not apply to the acquisition of New Shares. related bodies corporates’, office, employees , partners, have not been, and will not be, registered under the U.S. agents and advisers make no representation or warranty Securities Act of 1933, as amended (the “U.S. Securities Act”) (express or implied) as to the currency, accuracy, reliability or the securities laws of any state or other jurisdiction in the or completeness of the information in this Presentation and United States. Accordingly, the New Shares may not be disclaim all responsibility and liability for the information offered or sold, directly or indirectly, in the Unites States, (including without limitation, liability for negligence). unless they have been registered under the U.S. Securities Act (which AuMake has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to , the registration requirements of the U.S. Securities Act and any other applicable state securities laws. AuMake International Limited 2
Important notices and disclaimer Past performance There can be no assurance that actual outcomes will not Investment risk differs materially from these forward- looking statements. Past performance information given in this presentation is An investment in AuMake shares is subject to investment A number of important factors could cause actual results or given for illustrative purposes only and should not be relied and other known and unknown risks, some of which are performance to differ materially from the forward looking upon as (and is not) an indication of future performance. beyond the control of AuMake including possible loss of statements, including the risk factors set out in this income and principal invested. AuMake does not Future performance presentation. Investors should consider the forward looking guarantee any particular rate of return or the performance statements contained in this presentation in light of those This presentation contains certain “forward looking of AuMake, nor does it guarantee the repayment of capital disclosures and not place reliance on such statements. The statements”. Forward looking statements can generally be from AuMake or any particular tax treatment. In forward looking statements are based on information identified by the use of forward looking words such as, considering an investment in AuMake shares, investors available to AuMake as at the date of this presentation. To “expect”, “anticipate”, “likely”, “intend”, “ should”, “could”, should have regard to (amongst other things) the risks the maximum extent permitted by law, AuMake and its “may”, “predict”, “plan”, “purpose”, “will”, “believe”, “forecast”, outlined in this presentation. directors, officers, employees, advisers, agents and “estimate”, “target”, “outlook”, “guidance”, and other similar intermediaries disclaim any obligation or undertaking to expressions within the meaning of securities laws of release any updates or revisions to the reflect any change applicable jurisdictions and include, but are not limited to, in expectations or assumptions. indications of, or guidance or outlook on, future earnings or financial position or performance of AuMake the outcome Except as required by law or regulation (including the ASX and effects of the offer and the use of proceeds. The listing rules), AuMake undertakes no obligation to provide forward looking statements contained in this presentation any additional or updated information whether as a result are not guarantees or predictions of future performance of new information, future events or results or otherwise. and involve known and unknown risks and uncertainties Indications of, and guidance or outlook on, future earning and other factors, many of which are beyond the control of or financial position or performance are also forward AuMake, and may involve significant elements of looking statements. subjective judgement and assumptions as to future events which may or may not be correct. Refer to the risks section Effect of rounding of this presentation for a summary of certain general and A number of figures, amounts, percentages, estimates, AuMake specific risk factors that may affect AuMake. calculation 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. AuMake International Limited 3
Acquisition of Broadway — Announcement – AuMake International Limited (“AuMake”) has reached an agreement to purchase the business assets of an affiliated retail store network (”Broadway”) — Complementary business – Broadway operates eight (8) store locations in Australia and New Zealand (“ANZ”) providing ANZ products to inbound Chinese tourists with a 20 year history in the industry — Consideration – $14.18 million which is amortised in three (3) stages (50% cash and 50% shares) — Implied acquisition multiple of 4.05 x FY19 EBITDA — Committed vendor – Shares escrowed for a period of two years from issue based on 90 day vwap. All key staff retained. — Funding – $7.0 million capital raising via Placement at $0.16/share to institutional, professional and sophisticated investors (“Offer”) — Market Capitalisation (post capital raising & acquisition) – $53.3 million with enterprise value of $43.6 million — Capital Structure Shares Shares on issue 271,454,202 Placement 43,750,000 Initial Consideration Shares - Broadway Group1 17,725,000 Total 332,929,202 1 - Excluding deferred consideration shares, please refer to page 9 for additional information AuMake International Limited 4
Proforma transaction impact AuMake will have a significantly improved financial profile following the transaction AuMake FY191 Broadway FY192 Proforma FY19 Uplift Revenue ($m) 45 30 75 67% Gross Margin 20% 30% 24% 20% Gross Profit ($m) 9 9 18 100% EBITDA ($m) minor loss 3.5 positive positive AuMake FY191 Broadway FY192 Proforma FY19 Uplift Aspirational FY203 17 8 25 47% 25 Yes 25%+ 10% 25% 20%+ 4.5 7.5 12 5 30 35 70+ JD.com JD.com+ Footnotes 1,2,3 – please refer to page 32 for basis of preparation AuMake International Limited 5
Transaction summary AuMake’s acquisition of Broadway increases earnings and expands store locations into all strategically relevant locations in Australia and New Zealand (ANZ), enhancing AuMake’s influence in the cross border retail and inbound Chinese tourist markets Transaction Compelling strategic Equity Positive outlook and overview rationale raising clear strategy AuMake to acquire Broadway, 20 year old business with highly Creation of the first multi- Acquisition consideration fully In line with AuMake’s accelerated an inbound Chinese tourist experienced management and channel retail platform servicing funded by equity raising of market share expansion strategy focused business with eight (8) extensive relationships in the daigou, Free Independent $7 million affiliated store locations across inbound Chinese tourist markets Travellers (FITs) and Chinese tour Enhances the AuMake brand ANZ both in Australia and China groups with significant cross Equity raising lead manager back in China to leverage further pollination opportunities Ashanti Capital growth opportunities including Acquisition of Broadway valued Market potential of inbound existing exclusive strategic at $14.18 million which is Chinese tourist market estimated Extensive operational and partnership with JD Worldwide amortised in 3 stages (50% cash to be $2 billion increasing corporate synergies are expected and 50% shares) AuMake potential market to as a result of this acquisition $4.5 billion in ANZ Consideration represents an implied acquisition multiple of AuMake with Broadway to 4.05 x FY19 EBITDA transform the way that inbound Chinese tourists purchase ANZ Compelling transaction metrics products as significant synergies between the businesses and opportunities to introduce online and owned brand sales. AuMake International Limited 7
Acquisition summary Overview of the Acquisition of — AuMake to acquire Broadway, an inbound Chinese tourist focused business Broadway Group — 20 years experience in the inbound Chinese tourist market with extensive relationships both in Australia and China. — Eight (8) strategically located affiliate stores in ANZ — Broadway Group partnering with AuMake to access capital markets in order to implement accelerated growth strategy Key metrics — $5.672 million - upfront at settlement (40% of total consideration) • $2.836 million payable in cash and $2.836 million to be satisfied by the issue of fully paid ordinary shares in the capital of the Company (AU8 Shares) at 90-day VWAP — $4.254 million – deferred cash consideration (30% of total consideration) • $4,254 million payable in cash in eight (8) equal quarterly instalments from the date of settlement — $4.254 million - deferred equity consideration (30% of total consideration) • $2.127 million to be satisfied by the issue of AU8 Shares at 90-day VWAP on the date that is twelve (12) months from the date of settlement • $2.127 million to be satisfied by the issue of AU8 Shares at 90-day VWAP on the date that is twenty four (24) months from the date of settlement — Transaction increases AuMake’s total store count to 25 locations in 7 cities Funding — Acquisition fully funded by an equity raising of $7 million (“Equity Raising”) Conditions — The Acquisition is conditional on shareholder approval, transfer of business assets and execution of formal agreements — Completion is expected by end of May 2019 AuMake International Limited 9
Compelling acquisition rationale AuMake’s acquisition of Broadway increases Company earnings and expands the store footprint into strategically relevant locations in ANZ, enhancing AuMake’s influence in the cross border retail and inbound Chinese tourist markets Respected inbound Chinese — Respected and trusted relationships built over 20 years with travel agencies and tour guides in China and ANZ tourist retailer with extensive — Strong and unique local networks at each specific store location networks in China, ANZ — Opportunity to transform the inbound Chinese tourist business model to increase market share in ANZ Strengthens the AuMake — Immediately positions AuMake as the dominant cross border retail and inbound Chinese tourist brand in ANZ brand and customer value — Increasing relevance and access to opportunities in the China market (e.g. existing exclusive strategic partnership with JD.com) proposition — Significant cross pollination opportunities between AuMake stores and Broadway customers Enhanced product offering — Anticipated increase in owned brand product sales given Chinese tourist appetite for new products capabilities — Significant opportunity to leverage online sales, as online services not currently offered to Broadway customers — Anticipated material improvement in purchasing power and reduction in cost of goods sold — Increased likelihood of new product traction given multiple store locations and increased total (offline and online) foot traffic across the AuMake business Increased diversification — Diversification of AuMake’s business by adding significant inbound Chinese tourist numbers to existing daigou customer base — Improve resiliency of AuMake business model to future regulation changes — Further exposure of AuMake to the growing Chinese tourist market both in Australia and in particular New Zealand AuMake International Limited 10
Opportunity to transform the cross border retail and inbound Chinese tourist markets in ANZ Significant market share to ——With a total of 25 stores, AuMake will be the market leader in Australia and NZ influence product trends ——Capability to create trends for what Chinese consumers buy and what products become popular particularly with Chinese tourists ——Ability to significantly increase sales of lesser known and owned brand products Transform antiquated Chinese ——Antiquated business model that has largely remained unchanged for last 15 years tour group business model ——Significant scope to cost efficiently create visually appealing stores and new products utilising AuMake supply chain ——Apply the proven strategy used in daigou market to significantly improve sales and gross margins by through the introduction of online and own brand product sales ——Opportunities to cater to the existing and known demand from inbound tourists from other countries (e.g. Korea and Taiwan) Further acquisition and ——Combination of AuMake and Broadway will attract further potential acquisitions targets in ANZ consolidation opportunities ——Expanded footprint increases the relevance and strengthens the relationship with large e-commerce and retail players in China (e.g. JD.com) available AuMake International Limited 11
Industry statistics1 Australia Chinese visitation New Zealand Chinese visitation Chinese visitor arrivals by purpose: 2006–07 to 2026–27 Data sources: Overseas Arrivals and Departures, Department of Home Affairs; Tourism Forecasts 2017, Tourism Research Australia Tourism Research Australia (TRA) forecasts Approximately 450,000 inbound arrivals for the next decade paint a positive from China as at January 2019, which picture for growth in Chinese visitation. demonstrates a 13% increase in visitation over the previous 12 months. This number 4500 Between 2016–17 and 2026–27, inbound is expected to grow to 913,000 in 2023. 4000 arrivals from China are predicted to (Tourism New Zealand) 3500 increase from 1.3 million to 3.9 million – an VISITORS ('000) average annual growth rate of 11.9% over 3000 the period. 2500 2000 1500 1000 500 0 “Between 2016-17 and 2026-27, inbound arrivals from China... HOLIDAY VFR EDUCATION OTHER increase from 1.3 million to 3.9 million...” Tourism Research Australia 1. Source: Tourism Research Australia Chinese free and independent travellers – their potential for regional Australia, Full Report March 2019 AuMake International Limited 12
Industry statistics1 As demand for outbound travel AuMake empirical data Forecast proportion of Chinese household income by city tier, derives from all age groups From industry observation over the last 12 2016 to 2030 across different cities, package months, AuMake estimates that 500,000 Data source: Global cities, Oxford Economics 2017 and group tours as well as FITs inbound Chinese tourists who visited Australia came in tour groups. Similarly, will all co-exist. AuMake estimates 250,000 inbound At the same time, there is geographic Chinese tourists visited New Zealand over segmentation due to differences in the same period of time. wealth. Consequently, package and group tourists are mainly from lower-tier Tour group numbers in ANZ are expected cities, while FITs are mostly from Beijing, to grow due to 1) increasing total inbound Shanghai and other first-tier cities. Chinese tourists and 2) increasing incomes from lower-tier cities in China. “…package and group tourists are mainly from lower-tier cities” Tourism Research Australia 1. Source: Tourism Research Australia Chinese free and independent travellers – their potential for regional Australia, Full Report March 2019 AuMake International Limited 13
3. Overview of Broadway
Broadway Business Model Existing Broadway Model During FY19 over 30,000 tourists visit broadway stores across eight locations Tourists purchase products on Relationship with tour guides average of A$1,000 per head; and travel agencies – product mix includes popular Broadway features on Chinese brands, owned brand tourist itinerary as Shopping products, generally high value, destination low volume products Under AuMake Operation Tourists can continue to Potential to increase spend by purchase products online increasing tourist visitation to in China at competitive prices 70,000+ for FY20 and (WeChat currently 30% of changing the product mix AuMake sales, (from experience in AuMake 0% in Broadway) stores). More competitive Tourists can pack and ship pricing on popular brands items in-store using competitive logistic and distribution network (profitable for AuMake) AuMake International Limited 15
Broadway – strategic locations Cairns Gold Coast Sydney Auckland Rotorua Melbourne AuMake International Limited 16
Broadway – stores overview Cairns Cairns Gold Coast Gold Coast Store Coral Legend Pty Ltd Coral Legend Pty Ltd Gold Port Souvenir Outlet - Q1 Gold Port Souvenir Outlet Location T68, DFO Cairns, 9/1 Marlin Parade Cairns T4&5 at Q1 building, 19 Warehouse Road Southport QLD 274 Mulgrave Road Cairns QLD QLD 4870 Australia 3003 Surfers Paradise Boulevard, 4215 Australia 4870 Australia Surfers Paradise QLD 4217 FY19 Sales % 4% New store 8% 6% AuMake International Limited 17
Broadway – stores overview Sydney Melbourne Auckland Rotorua Store Broadway Tax Free Pty Ltd Maxbuy Australia Pty Ltd PNL Souvenir Centre Sweet Dream Location Suite GB 11, 22-36 Mountain St, 52 Market St, Melbourne VIC 3000 Unit 1, 106 St Georges Bay Road 120 Riri Street Rotorua, Ultimo NSW 2007 Australia Australia Parnell, Auckland, New Zealand New Zealand FY19 Sales % 24% 21% 13% 24% AuMake International Limited 18
4. Combined group profile
AuMake & Broadway locations JD.com —Combined 25 store locations in Queensland, CHINA New South Wales, Victoria and New Zealand. x2 —Major Chinese Tourist locations covered with Cairns highly experienced staff at each location. —Bring ‘look and feel’ of Broadway stores in AUSTRALIA x1 line with AuMake stores. x2 Brisbane —All key management and staff retained Gold Coast x15 x1 x1 Sydney Auckland Rotorua Melbourne x1 x1 x1 AuMake store Broadway Group store NEW ZEALAND AuMake International Limited 20
The Opportunity – Apply AuMake model to Broadway Three significant revenue and profit streams in addition to retail gross margin Increase online sales — Currently Broadway does not provide online functionality to its customer base: • Online appeals to a younger demographic • Online increases repeat sales — Currently 30% of AuMake total sales are online sales (WeChat) Increase owned — 25% of current Broadway sales consist of owned brand product sales, opportunity to replace with AuMake owned brand products, which have a 50%+ gross margin brand product sales — Chinese tourists have significant appetite for new products and brands Increasing number of — Ability to increase number of Chinese tour groups and FITs exponentially by expanding existing relationships with Chinese tour agencies and tour guides. Aspirational target of 70,000 Chinese tourists for FY20 (35,000 FY19) Chinese tourists AuMake International Limited 21
Proforma transaction impact AuMake will have a significantly improved financial profile following the transaction AuMake FY191 Broadway FY192 Proforma FY19 Uplift Revenue ($m) 45 30 75 67% Gross Margin 20% 30% 24% 20% Gross Profit ($m) 9 9 18 100% EBITDA ($m) minor loss 3.5 positive positive AuMake FY191 Broadway FY192 Proforma FY19 Uplift Aspirational FY203 17 8 25 47% 25 Yes 25%+ 10% 25% 20%+ 4.5 7.5 12 5 30 35 70+ JD.com JD.com+ Footnotes 1,2,3 – please refer to page 32 for basis of preparation AuMake International Limited 22
Proforma statement of financial position AuMake will have a significantly improved financial profile following the acquisition of Broadway AuMake as at 31 .12.184 Equity Raising5 Broadway acquisition Proforma Combined Group as at 31.12.18 $m $m $m $m Cash 8.0 6.7 -5.06 9.7 Inventory 3.8 - 1.5 5.3 Fixed assets 2.8 - 2.77 5.5 Intangible assets 2.4 - 12.28 14.6 Other assets 1.3 - - 1.3 Total assets 18.3 6.7 11.4 36.4 Interest bearing loans -0.1 - - -0.1 Other liabilities -3.4 - -11.49 -14.8 Total liabilities -3.5 - -11.4 -14.9 Net assets 14.8 6.7 - 21.5 Net debt 0.1 0.1 Footnotes 4,5,6,7,8,9 – Please refer to page 32 for basis of preparation AuMake International Limited 23
5. Equity raising overview
Equity raising overview Transaction financed by equity raising to allow for maximum shareholder upside to acquisition Offer size and structure — Equity raising of $7 million — 43.75 million new AuMake shares to be issued Offer pricing — Offer price of $0.16 per New Share, represents a: • 21% discount to 30 day vwap • 23.8% discount to last traded price Use of proceeds — The net proceeds from the equity raising will be used to partly fund the acquisition of Broadway and associated transaction costs/working capital requirements Timing — Offer conducted from 15 April to 17 April 2019 Ranking — New Shares issued under the Offer will rank equally with existing shares on issue Lead manager — Ashanti Capital Sources of funds $m Uses of funds $m Gross proceeds from equity raising 7.0 Acquisition of Broadway (including upfront cash consideration, 5.0 inventory, store renovations and leasing bonds) Transaction costs, online sales functionality, targeted marketing and working 2.0 capital Total source of funds 7.0 Total use of funds 7.0 AuMake International Limited 25
Indicative equity raising timetable Event Date ASX trading halt 15 April 2019 ASX announcement of the Proposed Transaction and capital raising 17 April 2019 Appendix 3B, cleansing notice and issue of Placement shares 30 April 2019 Issue of Notice of meeting seeking approval for issue of consideration shares for the Proposed Transaction End April 2019 Shareholder meeting Late May 2019 Satisfaction (or waiver) of all conditions precedent to Proposed Transaction Late May 2019 Completion of Proposed Transaction Late May 2019 Appendix 3B and issue of Initial Consideration Shares Late May 2019 AuMake International Limited 26
6. Summary
Company highlights With the acquisition of Broadway Group, AuMake has created a platform for long-term sustainable growth 1 2 3 4 AuMake transformed into Broadway provides Leveraging AuMake model Company changing the dominant brand in the immediate presence for to significantly improve transaction to deliver long cross border retail and AuMake in all strategic sales and profitability of term profitability and inbound Chinese tourist Chinese tourist locations in Broadway (online, owned creation of platform for markets in ANZ ANZ brand and increasing growth into China number of Chinese tourists) AuMake International Limited 28
FY20 outlook and beyond Market — Highly attractive and long term growth prospects — Chinese visitor spend is forecast to rise to $26.2 billion in 2026–27 from $9.8 billion in 2016–17 — Cross border retail and Chinese tourist markets in ANZ continuing to be major channel for delivery of products to China — Combined ANZ cross border retail and inbound Chinese tourist markets worth an estimated $4.5 billion per annum — Positions AuMake to take advantage of growing number of Chinese tour groups from third tier Chinese cities over the next decade Operational — AuMake with Broadway creates ANZ’s first retail platform combining daigou and inbound Chinese tourists in one place — Economies of scale never achieved before in this market — Most experienced management team ever assembled in one place — AuMake presence in every key strategic location in ANZ Financial — Highly accretive acquisition to significantly grow revenue immediately with increasing margins — Platform for profitability in place for the future from the application of the AuMake model (online and owned brand products) — Existing opportunity to accelerate market share and be dominant cross border retail brand in ANZ — Leveraging existing fixed cost base to increase efficiencies to drive down total operational costs and cost of goods sold — Combined group increases relevance and opportunities in China e.g. JD.com AuMake International Limited 29
Key risk factors Loss of key management The Company’s ability to remain productive, profitable and competitive and to implement planned growth initiatives depends on the continued employment and performance of senior executives and other key members of management. The Company’s personnel and ability to performance also depends on its ability to attract and retain skilled workers with the relevant industry and technical experience. attract and retain skilled workers If any one of these individuals resigns or becomes unable to continue in his or her present role and is not adequately replaced in a timely manner, business operations and the ability to implement the Company’s strategies could be materially disrupted. The loss of a number of key personnel or inability to attract additional personnel may have an adverse impact on the financial and operating performance of the Company. There can be no assurance that the Company will be able to attract and retain skilled and experienced employees and, should it lose any of its key management personnel or fail to attract qualified personnel, its business may be harmed, and its operational and financial performance could be adversely affected. Regulatory risks Changes in legislative and administrative regimes, taxation laws, interest rates, other legal and government policies in Australia and China may have an adverse effect on the assets, operations and ultimately the financial performance of the Company and the market price of Shares. Market conditions Demand for the Company’s products depends in significant part upon the purchasing activities by its customers. Notwithstanding the recent product prices, the occurrence of, timing and sustainability of the market is uncertain and even in the case where the recent strength in market conditions continues, the corresponding increase in volumes and improvement in the Company’s performance may be significantly delayed or short term in nature due to other factors such as market competition, difficulty in achieving synergies or the loss of key personnel. Competition The Company is for the supply of products and a customer may prefer to purchase directly from the supplier, however the Company believes this would be difficult for the majority of the Company’s customers. There are a number of competitors, including other retail stores, distributors and wholesalers, that currently provide products similar to those provided by the Company. The Company generally competes on the basis of, among other things, reliability, price, service offerings and the age, mix and relative attractiveness of its products. AuMake International Limited 30
Key risk factors Economic risk and external Various factors including political movements, stock market trends, changing customer preferences, interest rates, inflation levels, commodity prices, foreign exchange rates, industrial disruption, environmental impacts, international competition, taxation market factors changes and legislative or regulatory changes, may have an adverse impact on the Company’s operating costs, profit margins and Share price. There factors are beyond the control of the Company and it cannot, to any degree of certainty, predict how they will impact on the Company. Prolonged deterioration in general economic conditions could potentially have an adverse impact on the Company and its operations and may adversely impact the trading price of AuMake shares. AuMake International Limited 31
Proforma financials – basis of preparation 1. The annualised financial performance of of AuMake includes its half year report as at 31 December 2018, unaudited management accounts from 1 January 2019 to 31 March 2019 and a management forecast for the period between 1 April 2019 to 30 June 2019; 2. The annualised financial performance of Broadway includes an unaudited management account for the period between 1 July 2018 and 31 March 2019 and AuMake & Broadway management forecast for the period between 1 April 2019 to 30 June 2019; and 3. The aspirational figures used are management estimations based on historical data and future markets trends. 4. Position of the Company as stated in its half year report as at 31 December 2018 released on ASX on 28 February 2019; 5. Funds received from the capital raising are net of $0.3m capital raising costs; 6. In accordance with the Sale Agreement, this cash payment consists of $2.8m cash consideration, $1.5m inventory and $0.7m reimbursement for store fit outs and leasing bonds; 7. Based on the preliminary fair value of the store fit-outs, plant and equipments, and is subject to final fair value of assets of Broadway as at Settlement date; 8. The recognition of any intangible assets may arise as a result of fair value adjustments is subject to final fair value of net assets of Broadway as at Settlement date; and 9. This balance represents the deferred consideration payments as per the Sale Agreement. AuMake International Limited 32
Contact details CORPORATE WEBSITE www.aumake.com.au MEDIA RELATIONS Lynn Semjaniv, Sauce Communications Mobile: 0481 004 797 Email: lynn@saucecommunications.com.au INVESTOR RELATIONS Keong Chan Executive Chairman Email: keong.chan@aumake.com.au Twitter: @AuMakeAus Instagram: @aumake LinkedIn: www.linkedin.com/company/aumake
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