Enabling Success - Armillary Private Capital
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Enabling Success
Contents
Our Services ....................................................................................................................................................................... 2
About .................................................................................................................................................................................. 3
Track Record ...................................................................................................................................................................... 4
Our People ......................................................................................................................................................................... 5
Investment Banking ......................................................................................................................................................... 10
Advisory and Financial Training ..................................................................................................................................... 14
Asset Management......................................................................................................................................................... 18
Sample of Assignments Undertaken .............................................................................................................................. 20
Contact Us ....................................................................................................................................................................... 25
1|Page
Our Services
Through our mix of services we are your capital solutions partner and have the experience to guide you through your financial and strategic
challenges to achieve success.
Investment Banking We can help you raise debt or equity, sell your existing business and buy or merge with another.
Advisory Services and We can help you improve corporate financial decisions, business performance, financial management, establish a
Financial Training governance model, or assist with a business turnaround.
We run financial training programmes covering finance and business performance, based around the
income/outcome business simulation game, credit analysis, treasury and risk management and business process
engineering.
Asset Management and We manage investment entities aimed at creating value through direct investment in alternative asset classes.
Market Places
We also operate a number of markets to assist with capital raising, price discovery and liquidity.
2|Page
About
Welcome to Armillary Private Capital. We have an experienced team that helps businesses, business owners and investors achieve their
business goals and create value. Our services will assist you to take the next step to grow value in your business or investment portfolio.
We trace our history in the New Zealand private capital markets back to 1992, where we began as part professional services firm McCallum
Petterson. In 2005 we were formally established as a standalone entity and in 2009, we re-branded our firm as Armillary Private Capital. We take
our name from the Armillary Sphere which was developed by the ancient Greeks as a tool for teaching and solving astronomical problems. The
sphere forms the basis of our logo and the name has been adopted as it relates to the core functions of our business - solving business problems.
Our approach is based on a combination of influences grounded in our culture, methodology and experiences. We have worked with a range
of New Zealand businesses through all stage of the business lifecycle from start up to maturity. Be they private, listed or government-related, we
have seen and experienced the roller-coaster rides business owners and managers endure. These experiences allow us to quickly identify your
needs and find the right solution.
An important part of our approach is the use of proven financial tools and methodologies to provide a concise but comprehensive view of
business performance. A key methodology that underpins our work is the DuPont method. This powerful but highly practical method of analysis
allows us to develop a rapid understanding of the underlying performance of a business and to identify key business drivers. This disciplined
approach helps us with quality decision making in our work.
3|Page
Track Record
In over 25 years of operation, Armillary and its principles have interacted with hundreds of New Zealand and international businesses, assisting
them with their capital needs and providing advice as to how best to improve, grow, fund and exit their businesses.
Over this period Armillary has raised hundreds of millions of dollars of debt and equity, undertaken listings and IPOs and led numerous M&A
transactions. The management team has managed private sector and government funds and has governance experience with private and
listed companies alike.
Understanding capital and capital markets requires not only a deep appreciation of what makes companies work but also how value is
created, grown, maintained and realised.
Our extensive experience across all stages of the value creation process combined with the discipline of our approach, our networks and
commitment, allows us to be an active part of the value proposition for parties looking to benefit from access to or participation in the private
capital markets.
A summary of recent work undertaken by the firm is provided at the end of this profile.
4|Page
Our People
Whether you are a business manager or an investor, the Armillary team is committed to providing you with an honest assessment and an
innovative, deliverable solution to address your capital needs. Our results-driven team is a collection of experienced professionals from different
backgrounds, industries and areas of expertise.
Collectively the principals and senior staff of the firm have many decades of experience in solving the capital problems of our clients.
Joint Managing Directors:
David Wallace has a background in asset management, investment banking, equities research and corporate
treasury, with 30 years of experience working in the capital markets in New Zealand. He has had corporate
treasury roles for Winstone Limited, NZ Steel, and Clear Communications and worked for JP Morgan (formerly Ord
Minnett). Throughout his career he has overseen a broad range of transactions including IPO’s, debt raisings,
MBO’s, mergers, acquisitions and divestments, and has been a rated equities analyst for the telco and IT sectors.
David currently chairs LHD Media, NZ Crane Hire and CLSA Premium. He also has key responsibility for managing
the Unlisted Securities Exchange a prescribed exempt financial product market, Crowdsphere a licenced equity
crowdfunding and peer-to-peer lending platform and Residential Property Ventures LP which invests in residential
property developments.
Leon Grandy has a background in structured finance, corporate banking and executive management, having
spent over 25 years working for major financial institutions such as ABN AMRO, AXA, HSBC and Westpac. During
his time at Armillary, Leon has trained thousands of people globally in relation to a range of financial, risk and
management topics.
Leon is currently Chair of the boards of the Keith Andrews Trucks group and the Switched On Property Group.
He is also a Trustee of the Scout Youth Foundation and a Fellow of the Finance Insurance and Securities Institute
of Australasia.
5|Page
Our People
Executive Directors:
Geoff Davis has over 20 years of experience in finance and investment markets with a particular emphasis on
corporate finance, equity capital markets and all aspects of M&A.
Prior to joining Armillary Private Capital, Geoff has worked at TeamTalk, Active Equities, Brierley Investments and
National Mutual / AXA Funds Management. Geoff holds a Bachelor of Commerce degree from the University
of Auckland and is an ACA member of Chartered Accountants Australia and New Zealand.
Martin Gray has over 20 years of corporate finance experience in Asia, New Zealand and Europe. He has
advised on over 100 transactions with a total value exceeding US$1bn. Martin’s key areas of expertise includes
mergers and acquisitions, business disposals, finance raisings, project finance, independent expert reports,
valuations, and due diligence, with substantial listed and private company lead advisory experience.
Prior to joining Armillary Private Capital, Martin was head of M&A for EY in New Zealand. Martin holds a
Bachelor of Commerce and a Diploma in Business (Finance) from the University of Auckland. He also holds the
CA qualification and a Certificate of Public Practice from Chartered Accountants Australia and New Zealand.
Martin is currently a Director and Chair of the Audit and Risk Committee of Airwork Holdings, a director of
Spectrum Consulting, a member of the Setek Therapeutics and UUNZ Advisory Boards and Chair of the College
Board of Wanganui Collegiate School. Martin is also a member of the New Zealand Institute of Directors.
6|Page
Our People
Associates:
Peter Bosworth has had executive roles in the commercial, corporate and agribusiness markets having spent 15
years working in the banking and finance sector for Westpac and SCF. For the last eight years and prior to
joining Armillary Private Capital, he has been advising clients across a number of sectors on strategic initiatives,
debt and equity raising, mergers and acquisitions, new growth developments and governance.
Peter holds a Bachelor of Commerce (Agricultural) from Lincoln University and a Master’s in Business
Administration from Canterbury University.
Peter currently sits on and chairs a number of advisory boards for private companies.
Executive, Business Broking:
Phil Jones has joined our business broking team having recently been a professional cricket umpire for 15 years.
He umpired in New Zealand and overseas at a provincial and international level. Prior to his involvement in
cricket, Phil was for several years a successful business broker with Clyth MacLeod Business Sales based in
Auckland.
7|Page
Our People
Rupert Curlett Jai Goradia Hannah Kim Sam Turner
Manager Analyst Finance and Compliance Officer Analyst
BE (Hons), MMgt BEc, MFinc BCom BCom
Sam joined Armillary Private
Rupert joined Armillary Private Jai joined Armillary Private Hannah joined Armillary Private
Capital in April 2020 as an
Capital in April 2018 as a Manager, Capital in October 2020 as an Capital in July 2019 as a Finance Analyst based in our Auckland
providing support to senior Analyst based in our Wellington and Compliance Officer. She office. Sam holds a Bachelor of
members of the team. Rupert office. Jai holds a Masters of provides analytical support and is Commerce from the University of
holds a Bachelor of Engineering Finance from Victoria University primarily responsible for the day-to- Otago - majoring in Finance and
with Honours and a Master’s in of Wellington and a Bachelors day financial, administration and Economics and joins us from
BNZ.
Management from the University of Economics from the compliance management of
of Canterbury. University of Mumbai. Armillary’s group of owned and
managed entities. She is currently
working towards her CA
qualification and holds a Bachelor
of Commerce double majoring in
Accounting and Commercial Law
from Victoria University.
8|Page
Our People
Chantelle Rickerby Taryn Miranda
Administration Assistant Marketing Assistant
Chantelle joined Armillary Private Taryn joined Armillary Private
Capital in March 2019 as an Capital in April 2019 as a
administration assistant. Chantelle marketing assistant. She is currently
is currently enrolled in a BCom enrolled in a LLB and BCom
program at Victoria University of conjoint at the University of
Wellington – majoring in Auckland – majoring in Marketing
Accounting, Finance and and Information Systems.
Commercial Law.
9|PageInvestment Banking
Think of us as your outsourced transaction team and corporate finance unit. We don’t just do deals, we work with our
clients over an extended period and look to fundamentally improve their businesses and drive value creation.
We are able to support our clients with a range of services from the formulation of requirements through to execution and can advise on the
following:
⎯ Developing a capital plan to give you a clear view of your capital needs, now and in the future
⎯ Assisting you to raise new equity and/or debt capital
⎯ Acquiring or merging with another business
⎯ Selling part or all of your existing business
⎯ Structured and trade finance
⎯ Financial modelling and analysis
⎯ Due diligence
⎯ Changing or exiting shareholders
Recent examples of work carried out by Armillary on the following pages evidence the diverse range of work carried out by our team.
10 | P a g eCapital
Re-financing and Debt Raise; Armillary assisted Earthcare Debt Raise; Armillary assisted IFS which is a Sydney based
Environmental group, which operates a private green waste developer of class leading multi-carrier shipping software.
service in Auckland and central North Island and council
collections in the lower North Island. IFS was looking to borrow to acquire two competitors but had no
success with their incumbent bank. Armillary recast the financials
The group required a review of its capital structure which to more readily demonstrate IFS’s financial position and limited risk
culminated in a refinancing of its asset-backed debt facilities. for the lender. The result, all done from NZ, was facilities from a
major trading bank to 100% debt fund the acquisitions.
$50m Facility; Armillary assisted FUSO New Zealand, which is NZ’s Equity raise; Armillary assisted Dodson Motorsport which is a world
second largest importer of commercial vehicles. leader in aftermarket dual clutch transmission components for
high end and performance vehicles.
As a start-up in 2016, FUSO required a $50m multi currency trade
finance facility to reduce all in credit costs to around 1/3rd of The organisation was looking to raise growth capital and some cash
prevailing NZD costs. A competitive process with several banks out for the shareholders. We worked with a number of potential
resulted in favourable covenant, appropriate security, and limited investors and secured two offers. Booster Tahi was selected as the
credit support terms for the borrower. preferred investor investing $3m with one third to Dodson and the
balance to the shareholders demand and global opportunities.
12 | P a g eMergers & Acquisitions
Pivot and exit; Armillary assisted Run The Red, an established Buy-side mandate; Armillary assisted EDL Acquisitions Limited to
mobile services provider that was transitioning its business from complete the acquisition of Eurotech Design Limited, specialists in
mobile marketing to enterprise. the importation and distribution of European kitchen appliances.
Run The Red achieved a highly strategic exit to PushPay, a rising This engagement included negotiation of the purchase and vendor
global payment services provider looking to fully integrate mobile finance, due diligence on the target, and assistance with arranging
technology into its offering. the debt funding. Armillary continues to be involved in a post
transaction governance role.
Late exit; Armillary assisted the founder of SmartPayroll, a SaaS Early exit; Armillary assisted Dash Tickets, an innovative early stage
company providing payroll services to the SME market. technology-enabled growth company operating in the ticketing
services sector.
With a number of complex restraints at play regarding the
company’s technology and exit options, a discreet and highly A strategic purchaser was identified, and the founder ultimately
targeted process was required; the highest value buyer was sold their shareholding to TicketDirect whilst remaining an executive
ultimately the company’s other shareholders, led by Datacom. within the business.
13 | P a g eBusiness Broking
In mid-2018 we launched a new business broking joint-venture, Armillary Business Broking, which we see as a natural extension of our existing
services.
In contrast to the traditional business broking model, where producing an Information Memorandum as fast as possible and sending this to as
many people as possible is the focus, we want our clients to be more prepared.
Our approach to business broking is to apply the sophistication of an investment bank through a transparent and targeted process.
We know that the key to a successful business sale is the preparation and the work we do with you upfront to make sure that your business is
properly prepared before taking it to market.
Our approach has a focus on the beginning of the sales process with an aim to decrease settlement issues by:
⎯ Starting with the collation and review of anticipated due diligence materials to identify any existing or potential issues and providing you a
report of our findings;
⎯ We then use that information to form an opinion of value and to develop a quality Information Memorandum;
⎯ Applying the appropriate selling model for your type of business;
⎯ Overlaying client protections under the Real Estate Agents Act 2008; and
⎯ Leveraging off the wider Armillary team’s experience.
Offering a breadth of exceptional financial services and networks to assist the overall sales process Business Broking also allows us to run a more
public process rather than a bespoke targeted process - giving clients more choice.
13 | P a g eAdvisory and Financial Training
We can assist you to improve your business performance and financial management, establish a governance model or assist with
a business turnaround.
We are able to support you with a range of services from formulation of requirements through to execution and can assist you with a wide
range of corporate matters, including:
⎯ The value of your business
⎯ Establishing a board or advisory board and developing best practice board reports
⎯ Strategic planning, financial modelling and reporting
⎯ Virtual CFO and Virtual Treasurer and financial management
⎯ Turnaround and/or interim management
⎯ Independent advisers’ reports as required by the Takeovers Code or under the NZX rules
⎯ Resolution of tensions between stakeholders
⎯ Succession planning
⎯ Risk management
Our team are currently, or have been, members of boards and advisory boards of a number of private and listed companies and of non-profit
organisations and have experience with audit and board sub-committees.
By leveraging our experience and perspective we can create appropriate solutions for your business on an ad-hoc or ongoing basis.
14 | P a g eAdvisory
Armillary has assisted Switched On Group, a Christchurch-based Intercoll is a credit collection agency which has been acquiring
award-winning property development company. receivables books and working those out along with contracted
collections.
We facilitated their first Annual General Meeting, and consolidated
their current premises. We completed a business valuation taking into account the
different constituent parts of the business.
Armillary was commissioned by Martinborough Vineyard, an award- Armillary assisted Creative HQ, a business incubator and
winning producer of Pinot Noir wine. technology start-up accelerator.
We produced an independent adviser’s report for the Takeovers We created a Statement of Investment Policy and Objectives
Panel to inform shareholders of the company in regard to the for the Board of Creative HQ.
Foley Family Wines takeover offer.
15 | P a g eFinancial Training
We run financial training courses which are a combination of business simulation with real life experience. Through our
targeted financial training programmes we help businesses to understand the financial impacts of commercial
decisions.
Our courses range from 2-hour seminars to 3-day courses. We use the income/outcome business simulation and actual cases combined with
real life experience to help you and your team permanently improve knowledge and skills.
We deliver either specifically for your team, or as part of a wider programme, courses covering:
⎯ Business simulations
⎯ Specialist lending solutions
⎯ Credit analysis
⎯ Cash flow forecasting
⎯ Risk and treasury management
We are also able to coach you and your team in:
⎯ Identification and allocation of business drivers
⎯ Financial literacy
⎯ Business process engineering
⎯ Financial communication
We are an accredited NZTE Capability Development Partner. This means that if you have aspirations to grow your business you might also be
eligible for an NZTE Capability Voucher, which is offered through the Regional Business Partners network. NZTE Capability Development Vouchers
are available to businesses to use as partial payment towards the cost of capability development and training.
16 | P a g eOther Training Programmes
Business Planning for Owners Business Simulation. Set up and manage a manufacturing business. Set financial, market share and business goals.
and Managers Consider Growth and niche strategies. Develop competitive advantage. Set operational targets. Execute
operational plans.
Finance for Owners and Business Simulation. Prepare 12 balance sheets, profit and loss statements, cash flow forecasts, unit pricing, and
Managers budgeting tasks. Prepare and utilise ratios: profitability; performance; leverage and market value ratios to make
better business decisions. Prepare bank debt applications. Manage debtors.
Governance 101 Commences with an introduction to the legal structure of a Company as distinct from the sole trader, and
Partnership form of business enterprise and explores the limits of the concept of shareholder limited liability.
Trade Finance This programme is focused on Risk identification and Management. It commences with an introduction to sales
contracts; agencies, and distributors, before asking you to consider the risks of: political risk; exchange risk; credit
risk; and jurisdictional risk.
Capital Ready Process An introduction for investees and investors on basic early stage business capital raisings.
Managing a Global Business Participants need to focus on all aspects of establishing and managing a global business. There will be a capital
raising process and several rounds of business decision making.
Finance for Entrepreneurs Participants become directors and managers of a small manufacturing company and then pit themselves
against each other to build a business and prepare all the financials that record their success or failure.
17 | P a g eAsset Management
We manage investment entities and market places aimed at creating value through direct investment in alternative
asset classes.
Investing in private companies required not only a deep understanding of what makes companies work but also how value is created and
realised. Our approach allows us to be an active part of the value proposition for investors looking to benefit from exposure to these niches.
Residential Property Ventures
Residential Property Ventures is a limited partnership formed to provide superior returns on New
Zealand Residential Investment Property. We are the investment manager, and utilise an
outsourced approach to bring in the expertise as required for developments being undertaken.
A key partner is RAWA an Auckland-based strategic property adviser.
Armillary Mezzanine Capital
We are currently raising for Armillary Mezzanine Capital which will provide mezzanine debt and
equity funding to NZ businesses to provide short and medium-term growth capital, filling the gap
between what a bank will lend and existing equity or private equity.
Touchstone Capital Partners
We were the manager of Touchstone Capital Partners, an investment company that invested in
underperforming, distressed or destabilised business assets targeting business improvement,
rehabilitation and turnaround opportunities. We made 12 investments and exited 8 over an 80-
month period and made a 2.4x return on equity at 15.3% pre-tax IRR.
18 | P a g eMarket Places
Market places are an important part of well-functioning capital markets. In keeping with our approach to creating value
for businesses and owners, we recognise the need for companies, shareholders and investors to have options regarding
liquidity.
Through the market places that we operate, we aim to allow companies to take control of their destiny and to provide investors with unique
opportunities.
Unlisted Securities Exchange
We are the manager of Efficient Market Services Limited, operator of the Unlisted Securities
Exchange (USX) financial product market (www.usx.co.nz). USX provides a cost-efficient and
simple internet-based share trading platform for small to medium sized companies to provide
liquidity for previously allotted securities and keep their shareholders informed. USX operates
under an exemption from subpart 7 of Part 5 of the Financial Markets Conduct Act 2013. USX
has its own Market Rules and monitors compliance by Issuers with those Rules.
Crowdsphere
We operate Crowdsphere (www.crowdsphere.co.nz) in NZ, a licensed equity crowd funding
platform established as a joint venture with Renaissance Wealth Management. Crowdsphere
brings together New Zealand businesses and investors in a more efficient manner. This is
hugely beneficial to the SME engine room of the economy and is in line with the
government’s business growth agenda on Building Capital Markets with further benefits being
gained from the flow-on effects of growing employment.
19 | P a g eSample of Assignments Undertaken
CALGARY PETROLEUM
Equipment Financing Private Placement Sale and Lease Back Strategic Advisory and Revolving Credit Facility & Equity Raising Strategic Advisory
Refinancing Factoring Facility
PURE NEW ZEALAND LTD
Corporate Advisory & Acquisition Due Diligence on Acquisition Due Diligence on Debt Refinancing & Review of MBO Funding Valuation and Advisory New Business Venture
Debt Financing Lombard Finance & Smartpay New Zealand Acquisition Facility Structure Review
investments
Acquisition by Acquisition by Debt Facility & Arranging Build, Own, Arranged Debt Facility & Corporate Advisory Sale of Assets
Rubicon Group Allied Farmers Finance Equity Raising Operate, Transfer Preference Share
structure Investment
PPL CORPORATION LTD
Structuring & Sale of Assets to Corporate Advisory Review of MBO Governance Acquisition Advisory & Operational Risk Review Acquisition Advisory
Equity Raising Hellaby Holdings Structure & Valuation Due Diligence on
United Home Loans
Advisory in respect of Debt Refinancing Financial Performance Debt Raising Acquisition of Active Acquisition by NZX Equity Raising
implementing an EVA Review
Incentive programme
20 | P a g ePrivate Placement Strategic Advisory & Strategic Advisory & Debtor Financing Acquisition Advisory & Capital restructure & Funding Options Review
Debt Refinancing Funding Options Review Debt Financing Convertible Note Issue
Equity Raising Equity Raising Corporate Advisory Debt Raising Valuation NZX Independent Advisors Debt Raising
Report
Takeovers Code Investment Behaviour Commercial Advisor and IGF Business Integration Acquisition Advisory Debt Raising Corporate Advisory &
Independent Advisor Audit Committee Member Valuation Equity Raising
Report
Governance Review Capital Structure Review Strategic Review Strategic Review M&A Advisory Corporate Advisory Asset Management
Valuation Acquisition by Acquisition Finance Governance Review Takeovers Code Strategic Advisory Investment Policy Review
TicketDirect Independent Advisor
Report
21 | P a g eRestructuring and Capital Advisory Acquisition by Strategic Advisory Sale of Minority Holding to Restructuring Advisory Acquisition Advisory
Capital Raising Pushpay Datacom
Sale of Business Sale of Business Private Placement & Debtor Financing Corporate Advisory & Equity Capital Raise Asset-Backed Debt
Convertible Loan Note Issue Debt Capital Raise Refinancing
Acquisition Debt Raising Corporate Advisory & Equity Capital Raise & Sale of Business to Acquisition of Roadlife Trucks Equity Raising Acquisition Advisory
Debt Raising Management & Debt Financing
Wells Electrical
Restructuring & Due Diligence & Pre-Sale Review Debt Capital Raising Valuation Valuation Valuation
Virtual CFO Acquisition Funding Options Review
Equity Raising Arranged Performance Acquisition Advisory Corporate Advisory Acquisition of Eurotech Acquisition of Hush Interiors Debt Raise
Bonding Facility Design
21 | P a g eLeeston Seeds
Valuation and Strategic Valuation Strategic Review Strategic Review & Virtual Company Secretary Acquisition Debt Funding Acquisition Advisory for
Review Valuation Noble and Debt Raise
Lochside Dairies
$50m Debt Raising Valuation Valuation Capital Raising Options Valuation Strategic Plan and Valuation Capital Raising Options
Review Review
Valuation Board Effectiveness Valuation Strategic Advisory and Project Review Advisory Services on Business Acumen Training
Review Capital Raising Corporate Structure
Valuation Equity Raise Valuation and Vendor Due New Zealand Credit Policy Valuation Management Valuation
Diligence Report Review
Valuation Mezzanine Finance Equity Capital Raise Valuation Independent Expert Report Equity Investment by Booster Business Plan Review
Tahi
22 | P a g eNew Zealand Wool Scours
Independent Adviser’s Acquisition of Hush Interiors Advisory Valuation and Information Strategic Acquisition Preparation of Business Case Valuation
Report and Independent Ltd Memorandum
Appraisal Report
Employee Performance Sale of Shares to Rinnai New Sale of Business Strategic Acquisition Debt Structured Credit Facility Equity Capital Raise of $1m Strategic Acquisition
Option Scheme Review Zealand and Equity Raise
Strategic Acquisition Advisory
22 | P a g eContact Us
Wellington Auckland Wanaka Canterbury
Physical Address Level 2 Level 15 Ground Floor 376A Omihi Road
City Chambers Swanson House 1 Foxglove Heights Waipara, 7447
142 Featherston Street 12-22 Swanson Street Wanaka 9305 Canterbury,
Wellington 6140 Auckland 1010 New Zealand
Postal Address PO Box 3156 PO Box 105-926 P.O. Box 109
Wellington 6140 Auckland 1143 Waipara, 7447
New Zealand New Zealand Canterbury,
New Zealand
Phone 04 974 9269 09 280 3161 03 314 6020
Fax 04 972 9282
Email info@armillary.co.nz
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