Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners

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Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Queensland M&A
Pedal to the metal

                     February 2018
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Contents
Introduction                                  4

Sector summary                                6

Sector cycles                                 7

Sector overviews
 Consumer10
 Technology, media & telecommunications 			   12
 Leisure14
 Pharma, medical & biotech    16
 Energy, mining & utilities   18

Geographic spread                            20

IPO update                                   22

About Pitcher Partners                       23
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Disclaimer:
This publication contains general information and is not intended to be comprehensive, nor to
provide financial, investment, legal, tax or other professional advice or services. This document
should not be acted on, or relied on or used as a basis for any investment or other decision or action
that may affect you or your business. Any such reliance is solely at the users risk. Whilst we have
no reason to believe that the information in this document is not reliable and accurate, this cannot
be guaranteed. Pitcher Partners, its subsidiaries or affiliates thereof are not liable for any error,
omission or inaccuracy contained herein, whether negligently caused or otherwise, or for any loss
or damage howsoever suffered by any person or entity due to such an error, omission or inaccuracy.
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Introduction
    Pitcher Partners is pleased to present our Deal Pulse “Pedal to the metal” analysing
    Queensland Merger & Acquisitions (“M&A”) over the calendar year 2017. This report
    presents research findings including key transactions, and sector trends.

    Deal Pulse focuses on M&A activity from a Queensland perspective, being:
    ƒƒ Acquisitions by Queensland based private and public corporate entities of local, interstate and offshore
        ventures; and
    ƒƒ Divestments of Queensland based ventures to local, interstate and offshore entities and also private
        equity funds.
    Transaction values are included in the report to the extent that deal values have been publicly disclosed.

    Despite concerns a year ago that global forces may impact on the Queensland M&A market, for the fourth
    year running, deal numbers have continued to increase:
    ƒƒ Up another 7% to 303 deals (2016: 284 deals);
    ƒƒ Up a cumulative 24% over the period (2014: 246 deals).
    2017 also saw the return of the mega deals, including the $7.5bn long awaited Tabcorp/Tatts merger. We note
    the top four deals accounting for 71% ($13.4bn) of total $18.8bn in deal values (up 336% on 2016).

    Deal volumes were driven primarily by:
    ƒƒ Consumer - which surged to 55 deals, up from 29 in 2016. Whilst retail overall is seen to be struggling,
       M&A in the automotive related sub-sectors including car dealerships, car related products and repairs
       accelerated to 17 deals. Also food product related transactions grew strongly.
    ƒƒ Pharma, medical & biotech - up 77% to 32 deals, including Quadrant PE’s $1bn sale of Icon Cancer Care.
    ƒƒ Leisure and Technology, media and telecommunications (TMT) - both remained strong at 36 and 49 deals
       respectively, demonstrating their status as mainstay sectors of the Queensland M&A landscape.

2014-17 Number of deals & total deal values
                                                                                                     303
                                                                                                            $20.0bn

    300                                                                                                     $18.0bn
                                                                              284
                                                                                                            $16.0bn
    280
                                                                                                            $14.0bn
                                                      258
                                                                                                            $12.0bn
    260                   246
                                                                                                            $10.0bn

                                                                                                            $8.0bn
    240
                 $9.1bn                   $12.4bn                     $1.0bn                $14.5bn         $6.0bn

    220                                                                                                     $4.0bn

                                                                                                            $2.0bn
                 $5.2bn                       $4.5bn                  $4.6bn                $4.3bn
    200                                                                                                     -
                  2014                         2015                    2016                  2017
                                Below $250m                 $250m +                 Total

4
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
303 deals                              $18.8bn of
 announced                              disclosed deal value

                                                                          Largest deal:                   Most active:
                                                                        Tabcorp / Tatts            National Storage

 Up   7%    on
 2016 (284 deals)
                                        Up  336% on
                                        2016 ($5.6bn)
                                                                        $7.5bn                     7        Acquisitions

A key feature of this edition of Deal Pulse is our four year sector cycles analysis. Sectors and sub-sectors go
through periods of high demand from acquirers (industry and private equity) and also low to no demand.
Whilst some sectors grew strongly, 2017 saw the continued downward trend in the Business Services sector,
and also sharp declines in deal volumes in Energy, Mining & Utilities and Real estate.

The outlook for 2018 remains strong with a spill over of deals from the end of 2017 closed/closing early in
2018. These factors, together with the combination of low interest rates and an appetite for growth, should
see Queensland M&A’s upward trend continuing.

As a locally owned firm with national and international affiliations, Pitcher Partners is uniquely positioned to
provide insight into the opportunity for mergers and acquisitions to unlock value for buyers and sellers.

We trust you find this report valuable.

                               Warwick Face
                               Partner In Charge – Corporate Finance
                               wface@pitcherpartners.com.au

2014-17 Queensland Market Breakdown
                  6          $14,504m                                                                     Deals 2017
  Large cap
                                                                                                          Average Deals 2014-16
                  5           $7,475m

                  90                                                                            $4,042m
Mid-market
                  85                                                                            $4,540m

                  70                                                                    $283m
 Small cap
                  72                                                                    $276m

     Not          137
  Disclosed       99

              0         10       20        30     40      50       60     70       80      90    100      110      120       130
                                                                 Number of deals

                                                                                                                                   5
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Sector summary
    Consumer                               Technology, media &                     Leisure
                                           telecommunications

    29 55                                  53 49                                   35 36
    Deals 2016           Deals 2017        Deals 2016           Deals 2017         Deals 2016          Deals 2017

    Value ($m)           Value ($m)        Value ($m)           Value ($m)         Value ($m)          Value ($m)

    635m                 1,059m            714m                 531m               1,103m 9,342m
    (From 19 deals)      (From 29 deals)   (From 29 deals)      (From 27 deals)    (From 27 deals)     (From 23 deals)

    Pharma, medical & biotech              Energy, mining & utilities              Industrials & chemicals

    18 32                                  41 27                                   18 22
    Deals 2016           Deals 2017        Deals 2016            Deals 2017        Deals 2016          Deals 2017

    Value ($m)           Value ($m)        Value ($m)            Value ($m)        Value ($m)          Value ($m)

    459m                 1,719m            563m                  4,538m            47m                 85m
    (From 8 deals)       (From 15 deals)   (From 28 deals)       (From 21 deals)   (From 6 deals)      (From 6 deals)

    Financial services                     Business services                       Real estate

    19 22                                  25 20                                   26 14
    Deals 2016           Deals 2017        Deals 2016           Deals 2017         Deals 2016          Deals 2017

    Value ($m)           Value ($m)        Value ($m)           Value ($m)         Value ($m)          Value ($m)

    116m                 91m               510m                 276m               661m                586m
    (From 5 deals)       (From 11 deals)   (From 10 deals)      (From 10 deals)    (From 23 deals)     (From 13 deals)

    Construction                           Transportation                          Agriculture

    8                    9                 6                    10                 6                   7
    Deals 2016           Deals 2017        Deals 2016           Deals 2017         Deals 2016          Deals 2017

    Value ($m)           Value ($m)        Value ($m)           Value ($m)         Value ($m)          Value ($m)

    461m                 432m              21m                  13m                286m                158m
    (From 6 deals)       (From 5 deals)    (From 2 deals)       (From 2 deals)     (From 4 deals)      (From 4 deals)

6
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Sector cycles
                   Figure 1: M&A deal volume 2014-17

Trending          55

                  50

                  45
                                                                                       55

                  40

                  35
                                                                                       32
                  30
                                                                 29
                       27
                  25
                                           24

  up
                                                                                       22
                  20 20                                          19
                     17                                          18
                  15                       15

                  10                       11

                 The three dominant sub-sectors across 2014-16 were coffee/fast food,
                 veterinary practices and also automotive retail.
                 Consumer really accelerated in 2017 through growth across all these
                 sub-sectors (particularly those car/auto related). Strong hunger for
                 food, and food product businesses, saw acquisitions such as Weis
    Consumer     Frozen Foods, Peanut Company of Australia, and Sunfresh Salads.
                 These sub-sectors propelled consumer to 55 deals (more than double
                 the previous 3 year average).

                 PE interest in medical services businesses has been key over the last
                 four years driving investments in, bolt on acquisitions to, and exits of
                 Cura Day Hospitals, ICON Cancer Care and HPS.
                 Whilst aged care and dental acquisitions have featured in some years,
      Pharma,    2017 saw these again become a focus, together with more PE interest
     medical &   through investments in radiology (QScan), primary health (Hills
       biotech   Medical), and also the re-emergence of Biotechnology investments.

                 Financial services, not a traditionally strong Queensland sector, has
                 been on a steady growth trajectory over the past four years. Main
                 acquisition sub-sectors driving growth were particularly insurance
                 brokering, and financial advisory/wealth management as industry
                 players seek scale.
     Financial   2017 also saw the re-emergence of banking deals, with the proposed
      services   acquisition by Firstmac of WA regional bank Goldfields Money.

                                                                                            7
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Sector cycles
                         Figure 2: M&A deal volume 2014-17

    Strong &             55

                         50

                         45
                                                                        53
                                                                                              49

                         40
                                                 37                                           36
                         35                                             35

                         30
                              28
                         25                      26
                              23                 24
                              22                                                              22
                         20
                                                                        18

    steady
                         15

                         10

                       The period 2014 to 2016 saw online deals such as Wotif and
                       Onthehouse, telco transactions such as Vaya and BigAir, and media
                       deals such as APN Newspapers. Software deals have however been a
                       key driver of deal volumes, such that 2016 saw businesses head “To the
                       cloud” as the sector deals hit a record 53 deals.

            TMT        2017’s deal volume of 49 again highlighted the strength of Qld
                       technology with key acquisitions including Genie Solutions, Mineware
                       and Resources Connect.

                       Over the last four years Qld’s leisure related transactions have been
                       underpinned by two main sub-sectors; hotels and resorts deals, and
                       travel businesses acquisitions (mainly by CTM and Flight Centre). Over
                       the last 24 months however, deals in the gym and also caravan related
                       sectors have seen leisure consistently in Qld’s top three sectors.

           Leisure     2017 saw Mantra announce a sale to Accor, Apollo Leisure ramp up
                       its acquisition strategy, and Flight Centre also executed four more
                       acquisitions.

                       Industrials & chemicals have traditionally provided a solid deal base,
                       but within this broad segment a mixture of deals including building
                       products (divestments by GWA), hire businesses like Skyreach, and
                       various products businesses.
                       2017 saw activity in waste management including the sale of a
         Industrials   component of JJ Richards to Tox Free, a number of acquisitions by
        & chemicals    graphics supply business Orafol, and also a $33m forklift hire deal with
                       the sale of North Fork to Japan’s Nishio (the buyer of Skyreach).

8
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
Figure 3: M&A deal volume 2014-17

Trending                55

                        50

                        45                      44
                        40                                            41
                                                38
                        35 35
                           32
                        30
                                                                      26                    27
                        25                                            25
                                                23
                        20

down
                                                                                            20

                        15 16                                                               14
                        10

                       EM&U traditionally a staple sector of Qld M&A fell sharply during
                       2017. Recent years have seen deals arising from the LNG investments
                       (QCLNG), a raft of mining consolidation deals as investors sought a
                       way of some return from the struggling underlying sector dynamics,
                       and the emergence of renewables transactions.
    Energy, mining     Whilst coal mining deals such as Coal & Allied dominated 2017, deals
                       were also done in renewables, and the diversified minerals and gold
         & utilities   sectors.

                       Business services was Qld’s leading deal sector across 2014 and 2015,
                       fuelled by three main sub-sectors - childcare, RTOs and legal firms.
                       2016 saw it slip to the sixth largest, as the RTO sector imploded, and
                       the childcare aggregators G8 and Affinity decelerated their acquisition
                       strategies.
        Business
         Business      2017 saw the sector continue to fall, and although childcare deals
        Services
          services     continued, legal firms and RTO/training deals were minimal, labour
                       hire transactions beginning to emerge.

                       Real estate deals over recent years have been consistently propped
                       up by two serial acquirers, National Storage and aged rental
                       accommodation provider Eureka Group (accounting for over 50% of
                       deals).
                       In 2017, whilst National Storage has continued to acquire, Eureka
            Real
             Real
           Estate      Group Holdings who had averaged several deals a year failed to make
          estate       an acquisition. Real estate had one notable deal during the year being
                       Oak Tree Retirement Villages sale to First State Super.

                                                                                                 9
Queensland M&A Pedal to the metal - February 2018 - Pitcher Partners
01                              Consumer

     Car and automotive related deals drove
     Consumer to Qld M&A’s chequered flag
     Despite mid-year profit downgrades announced by both Qld’s AP Eagers and WA based Automotive
     Holdings Group (off the back of a regulator crackdown on car finance premiums and a general
     slowdown in sales), the car retail sub-sector M&A accelerated:
     ƒƒ MotorCycle Holdings (which IPO’ed during 2016) drove its growth with the acquisitions of:
         –– Cassons $126m – seeing the vendor principals of Cassons, Rob and John Cassen, joining
             executive team and also the company’s board;
        –– Trinder Avenue Motors; and
        –– Evolution Motorcycles and Action Motorcycles on the Gold Coast.
     ƒƒ AP Eagers – acquired The Porsche Centre Adelaide for $14m.
     ƒƒ Auto Pact (backed by Archer Capital) acquired Queensland’s Bayford Group, and entered Victoria
        acquiring Peter Terry Group ahead of its possible IPO.
     ƒƒ NSW based Peter Warren Motors acquired James Frizelle’s Automotive Group for $150m.
     Also in the automotive space, in addition to launching its December $131m IPO, National Tyre and
     Wheel executed three acquisitions including MPC Mags and Tyres $14m, SA based Cotton Tyre
     Services $6.2m and 50% of South African Cooper Tire’s import and wholesaler Top Draw Tyres for $4m.

 Figure 4: Consumer deal volume and value 2014-17
                                                                                      55
                    60                                                                      $3,000

                    50                                                                      $2,500
                                        $2,452
                                                                                                     Deal Value ($m)

                    40                                                                      $2,000
      Deal volume

                                27                                29
                    30                          24                                          $1,500

                    20                                                                      $1,000
                                                                             $1,059
                    10   $770                                                               $500
                                                           $635

                    0                                                                       $0
                         2014            2015              2016               2017

10
10
29 55
                                                                        Deals 2016                     Deals 2017

        It’s a product that has an installed
demand element to it. There’s 22 million
vehicles in Australia, they’re all running on                           Value ($m)                     Value ($m)

tyres — they all need changing.                                         635m                           1,059m
			                                                                     (From 19 deals)                (From 29 deals)

                                                                        Avg. Value ($m)*               Avg. Value ($m)*
                       Peter Ludemann // Managing Director
                                  // National Tyre & Wheel              33m
                                                                        * Deals above $500m excluded
                                                                                                       37m

 Food and food product deals were also the flavour of the 2017 year including:
 ƒƒ Unilever’s acquisition of Weis Frozen Foods;
 ƒƒ NSW based Bega Cheese’s $35m acquisition of the Peanut Company of Australia;
 ƒƒ Blue Sky Private Equity’s $18m investment in SA based Sunfresh Salads; and
 ƒƒ Priestley’s acquisition of NZ based Elite Food Group.

 The hunger for M&A within Australia’s fast food industry also continued, including:
 ƒƒ Collins Food Group - continued its roll up of KFC franchises acquiring 16 more in the Netherlands
    for $88.0m in May, and a further 28 from Yum! Brands, for $110m in June.
 ƒƒ Dominos – acquired the balance of Dominos Japan for $42m.
 ƒƒ Betty’s Burgers – sold out to the Retail Zoo for $20m.

 National Vet Care also continued its acquisition model acquiring 17 clinics in 8 separate transactions.

 Rounding out Consumer was Billabong’s $384m cash sale to US based Boardriders, (operators of
 Quicksilver), which remains subject to due diligence, financing and shareholder/regulatory approvals.

Figure 5: Consumer deal volume and value breakdown

                                                                                              Deals 2017
                1    $384m
Large cap                                                                                     Average Deals 2014-16
                1    $620m

   Mid-         12                                             $609m
  market        11                                             $641m

                16                                                      $66m
Small cap
                7                                                       $24m

   Not          26
Disclosed       8

            0                  5                 10                15                    20                           25
                                                      Number of deals

                                                                                                                           11
                                                                                                                           11
02                              Technology, media &
                                telecommunications
     Queensland’s rich history of software services
     businesses continues
     Whilst 2017 saw blockchain dominate conversations, the bulk of M&A within TMT (28 deals) revolved
     around the acquisition of monitoring and performance optimisation software. Interestingly, these
     software acquisitions, were in certain instances contrary to broader M&A trends within the industry
     verticals they serviced.
     Mining support businesses (contrary to EM&U deals) continued to search for the technology edge with:
     ƒƒ RungepincockMinarco acquiring iSolutions ($21m), MinVu ($4m) and MineOptima; and
     ƒƒ Mineware being acquired by Komatsu.
     Consistent with general M&A trends within Pharma, medical and biotech, 2017 saw:
     ƒƒ Genie Solutions - the leading medical practice and clinical software platform acquired by Industry
        Funds Management for $52m; and
     ƒƒ CharmHealth - specialist hospital electronic medical record/clinical information systems was
        acquired by The Citadel Group for $8m.
     Resources management and payroll related software saw:
     ƒƒ Resources Connect - workforce management provider sell to SmartTrans Holdings for $17m;
     ƒƒ Sky Payroll - divest to newly listed Elmo Software for $2m; and
     ƒƒ Digital Instinct - casinos and resort focused workforce management provider sell out to Kronos.

     Figure 6: Technology, media & telecommunications deal volume and values 2014-17

                    60                                             53                        $1,200
                                                                                      49
                    50                                                                       $1,000
                         $970                   37
                                                                                                      Deal Value ($m)

                    40                                                                       $800
      Deal volume

                                28
                    30                                      $714                             $600

                                                                               $531
                    20                                                                       $400

                    10                                                                       $200
                                         $207
                    0                                                                        $0
                         2014            2015               2016               2017

12
12
We are proud to bring into our
                                                                           53 49
                                                                           Deals 2016                     Deals 2017

        portfolio an outstanding business
that has delivered high quality technology
products and services to specialist and                                    Value ($m)                     Value ($m)

general medical practices in Australia.                                    714m                           531m
                                                                           (From 29 deals)                (From 27 deals)

                                                                           Avg. Value ($m)*               Avg. Value ($m)*
    Steven Lipchin // Head of Private Equity // IFM Investors              25m
                                                                           * Deals above $500m excluded
                                                                                                          20m

The largest disclosed deal in software was the acquisition of Brisbane based slot machine gaming
software specialist provider Eyecon for $81m by UK based Playtech PLC.

The telecommunication carrier market saw deals from:
ƒƒ Superloop - acquiring G2 ($12m), NuSkope ($10m) and SubPartners ($3m)
ƒƒ Overthewire - acquiring Sydney based VPN Solutions for $17m.

In the media/ecommerce sub-sector, embattled surfwear retailer SurfStitch continued its downward
trajectory, selling three of its businesses Magicseaweed, Rolling Youth (Stab Magazine) and Surfdome
Shop, for deep discounts (Surfdome $12m versus $45m outlaid) to prices paid over the last few years.

Rounding out the larger deals of the sector was Crescent Capital’s divestment of mining technology
company Groundprobe to Orica Limited for $205m. Groundprobe was formed in 2001 as a spin off from
the University of Queensland, and was acquired by Crescent in 2010.

Figure 7: Technology, media & telecommunications deal volume and value breakdown

                                                                                               Deals 2017
                                                                                               Average Deals 2014-16
Large cap
                1 $296m

   Mid-         10                                      $457m
  market        9                                       $294m

                17                                                             $74m
Small cap
                10                                                             $39m

   Not          22
Disclosed       19

            0                  5                   10                 15                  20                           25
                                                        Number of deals

                                                                                                                             13
                                                                                                                             13
03                              Leisure

      Whilst the mega Tabcorp/Tatts deal drove
      Leisure values, hotel and resort deals dominated
      the sector
      After more than a year, the merger of gambling giants Tabcorp and Tatts was finalised. This deal
      worth over $7.5bn created a company (now based in Victoria) controlling more than 90% of Australia’s
      totalisator betting, generating annual revenues in excess of $5.0bn.
      The main Leisure story of 2017 saw hotel and resorts deliver 16 of the 36 deals. Key transactions
      involved the Gold Coast based Mantra Group who:
      ƒƒ Acquired the Art Series Hotel Group for $53m; and then
      ƒƒ Entered into a binding agreement with AccorHotels worth $1.3bn. The deal is still subject to
         regulatory approval but has been unanimously recommended by the Mantra board.

      Caravan and leisure parks were also in the M&A spotlight with deals including Cairns Coconut Holiday
      Resort, and Woodgate Beach Holiday Park.

 Figure 8: Leisure deal volumes and disclosed values 2014-17
                   60                                                           $9,342          $10,000
                                                                                                $9,000
                   50
                                                                                                $8,000
                                                                                         36
                                                                                                          Deal Value ($m)

                   40
                                                                     35                         $7,000
     Deal volume

                                                                                                $6,000
                   30          23                24                                             $5,000
                                                                                                $4,000
                   20
                                                                                                $3,000

                                                            $1,103                              $2,000
                   10                     $794
                        $573                                                                    $1,000
                   0                                                                            $0
                        2014              2015               2016                2017

14
14
35 36
                                                                      Deals 2016                     Deals 2017
         Since listing in 2016, we have
identified and executed opportunities
to support our growth plans and these                                 Value ($m)                     Value ($m)

investments will make important                                       1,103m 9,342m
                                                                      (From 27 deals)                (From 23 deals)
contributions to Apollo’s business.                                   Avg. Value ($m)*               Avg. Value ($m)*

 Luke Trouchet // Managing Director & CEO // Apollo Tourism           41m                            25m
                                                                      * Deals above $500m excluded

Continuing the caravanning theme, Brisbane based recreational vehicle group Apollo Tourism & Leisure
(which IPO’ed in 2016) completed four acquisitions including:
ƒƒ   Canada’s largest RV rental and sales company, (TSX listed) CanaDream for $17m.
ƒƒ   Kratzmanns, an Australian retailer of new and used caravans and motorhomes for $16m;
ƒƒ   Sydney RV (another retailer) for $2m; and
ƒƒ   George Day Caravans and Motorhomes for $9m.

Serial acquirer Flight Centre rounded out the Leisure sector with four more acquisitions in 2017
being New World Travel, Travel Managers Group/Executive Travel Limited, Olympus Tours/Bespoke
Hospitality Management Asia, and Vietnam-based inbound tour operator Buffalo Tours.

Figure 9: Leisure deal volume and value breakdown

                2    $8,871m                                                             Deals 2017
Large cap                                                                                Average Deals 2014-16

   Mid-         16                                                    $457m
  market        15                                                    $791m

                5                    $14m
Small cap
                6                    $32m

   Not          13
Disclosed       6

            0                  5               10                15                   20                          25
                                                    Number of deals

                                                                                                                        15
                                                                                                                        15
04                              Pharma, medical &
                                biotech
     Demand for Australian medical services in Asia
     drives sector M&A to a four year high
     M&A in the historically subdued Pharma, medical & biotech sector surged in 2017, with deal numbers
     almost doubling to close out 2017 with 32 announced deals.

     Queensland quite proudly has been the birthplace of a number of quality medical services businesses,
     and during 2017 a number of landmark deals occurred, including:

     ƒƒ Icon Cancer Care – Australia’s leading private cancer and oncology services group, was sold by
        Quadrant PE to a consortium led by Queensland Investment Corporation (QIC) for $1.0bn (also
        including Goldman Sachs PE and China’s Pagoda Investment). Icon has a strong focus on the Asian
        market, where a forecast 70 per cent increase in cancer rates over the next decade is expected to
        drive growth along with the prestige associated with Australian medical services.
     ƒƒ QScan Services and North Coast Radiology Group – shortly before off-loading Icon, Quadrant
        acquired a 55% stake to fund expansion of the business (at a $200m valuation) which offers
        specialist services such as digital X-ray, ultrasound, CT and PET scans as well as MRIs and nuclear
        medicine into China, leveraging off the experience gained managing Icon. Qscan already has 13
        new sites in the pipeline and the combined Qscan and NCR businesses will together run 33 clinics,
        boasting 40 radiologists and 420 staff, providing services to over 500,000 patients.

     Figure 10: Pharma, medical & biotech deal volume and values 2014-17
                    60                                                                         $2,000
                                                                                               $1,800
                    50
                                                                               $1,719          $1,600
                                                                                                        Deal Value ($m)

                                                                                               $1,400
                    40                                                                  32
      Deal volume

                                                                                               $1,200
                    30                                                                         $1,000
                                20                                  18                         $800
                    20                           11                                            $600
                                                                                               $400
                    10
                                                                                               $200
                         $966             $175               $459
                    0                                                                          $0
                         2014             2015               2016               2017

16
16
Radiology or imaging is an area that

                                                                            18 32
         is most transferable. I personally
                                                                            Deals 2016                     Deals 2017

         think many imaging groups here
don’t have a focus on Asia. It’s a bit of an
open door, if you put in the resources and                                  Value ($m)                     Value ($m)

you look to partner with the right people,                                  459m                           1,719m
there is opportunity.
                                                                            (From 8 deals)                 (From 15 deals)

                                                                            Avg. Value ($m)*               Avg. Value ($m)*
                         Marcus Darville // Managing Partner
                                    Quadrant Private Equity                 57m                            51m
                                                                            * Deals above $500m excluded

 ƒƒ Cura Day Hospitals – operator of day hospital facilities in Australia was on-sold to Germany based
    Fresenius Medical Care AG & Co. by Intermediate Capital PLC who purchased the business from The
    Growth Fund in 2014.

 In the dental sub-sector, ASX listed dental aggregator 1300 Smiles has made four additional
 acquisitions in 2017 acquiring six additional surgeries, and various other players continue to seek
 investment in the sector.

 Medical practice acquisitions continued including Smartclinics rollup strategy and BlueSky Private
 Equity’s investment in Hills Medical, where they took a 62% stake.

 The aged care sub-sector also saw two not able transactions:
 ƒƒ Infinite Aged Care – acquired by Moelis for $45m from Next Capital; and
 ƒƒ Durack Gardens – acquired by ASX listed Ingenia Communities Group for $25m.

Figure 11: Pharma, medical & biotech deal volume and value breakdown

                1    $1,000m                                                                  Deals 2017
Large cap                                                                                     Average Deals 2014-16
                1     $206m

   Mid-         12                                             $709m
  market        5                                              $312m

                2               $10m
Small cap
                4               $16m

   Not          17
Disclosed       7

            0                   5                  10                  15                    20                          25
                                                        Number of deals

                                                                                                                              17
                                                                                                                              17
05                              Energy, mining
                                & utilities
     Queensland EM&U deals fall materially in 2017
     by number despite sector “green shoots”
     Energy, mining & utilities deal volumes dropped 32% in 2017, with 27 deals announced as compared
     to 41 in 2016. The sector outlook is however generally viewed as positive with Australia’s resources
     and energy export earnings growing rapidly in 2017, up 25% to $205 billion. This increase was
     primarily driven by demand for metallurgical coal and iron ore commodities, which make up over
     half of Australia’s resource and energy exports as China continues its consumption of steel making
     commodities.

     Coal mining transactions dominated value in the sector including:
     ƒƒ Coal & Allied Industries – sold for $3.5bn by Rio Tinto to Chinese backed Yancoal after an extensive
        bidding war. The deal, whilst positive for Rio, is said to have been complicated by Rio’s shareholder
        structure, with Chalco (Rio’s largest shareholder) and Yancoal both ultimately owned by the
        Chinese Government. This ownership is now seen to likely result in a re-direction of output away
        from the traditional customers in Korea and Japan.
     ƒƒ The second largest deal in the sector was Wesfarmer’s $700m sale of its Curragh coal mine to
        Coronado Coal LLC (part of privately owned Texas based, The Energy & Minerals Group).

 Figure 12: Energy, mining & utilities deal volume and values 2014-17
        60                                                                                     $12,000
                                       $11,044

                    50                                                                         $10,000
                                                                    41
                                                 38
                                                                                                         Deal Value ($m)

                    40          32                                                             $8,000
      Deal volume

                                                                                        27
                    30                                                                         $6,000

                    20                                                                         $4,000
                                                                               $4,538

                    10                                                                         $2,000
                         $832                                $563
                    0                                                                          $0
                         2014             2015               2016               2017

18
18
I think there’s a distinct possibility
                                                                        41 27
                                                                        Deals 2016                     Deals 2017

         that the output from these mines
could be diverted to China... Yancoal is still a
listed company here in Australia, and it has                            Value ($m)                     Value ($m)

an obligation to its shareholders to extract                            563m                           4,538m
maximum rent for any product it                                         (From 28 deals)                (From 21 deals)

sells.                                                                  Avg. Value ($m)*               Avg. Value ($m)*

     Glyn Lawcock // Global Head of Mining Equity // UBS                20m
                                                                        * Deals above $500m excluded
                                                                                                       25m

Recent years have seen the emergence of renewables transactions, and 2017 saw Brisbane based listed
ReNu Energy execute a number of Solar PV acquisitions including gaining control of VivoPower (600kW
Amaroo Project), a Portfolio of Five Projects, and a 800kW Project in NSW.

Various transactions also arose across the diversified minerals and gold sectors including:
ƒƒ CopperChem – acquisition from Independence Group NL of the Stockman Cu-Zn Project comprises
    copper-zinc-lead-silver-gold deposits for $47m.
ƒƒ Hellyer Gold Mines – divestment of Gold Mine assets that include a large mill facility and full
   supporting infrastructure to NQ Minerals Plc for $25m.

Outside of the M&A space, Adani continues to indicate it will press ahead with its contentious $16.5bn
Carmichael coal mine in North Queensland. Despite multiple setbacks including a number of court
challenges and questions about the financing of the project, Adani has opened its regional office in
Townsville.

Figure 13: Energy, mining & utilities deal volume and value breakdown

                                                                                           Deals 2017
                2    $4,249m
Large cap                                                                                  Average Deals 2014-16
                2    $3,590m

   Mid-         7                                          $245m
  market        11                                         $514m

                12                                             $44m
Small cap
                13                                             $42m

   Not          6
Disclosed       11

            0                  5              10                   15              20                          25
                                                   Number of deals

                                                                                                                          19
                                                                                                                          19
Geographic spread
     Queensland continues to be a net seller, whilst
     international deals increased further with 50
     businesses selling out to overseas buyers.

                                                                                     50
                                                                                                         Deals where the
                                                                                                         seller was from
     Sell side transactions                                                                              Queensland and there was
                                                                                                         an international buyer.
                                                                                      (2016: 43 deals)

     For the fourth year running, interstate buyers led the acquisition of Queensland
     businesses with 95 deals, comprising 46% of sell side deals (2016: 87 deals, 42%).
     Interstate deals also accounted for 73% ($13.7bn) of announced deal values in 2017.

     The number of international buyers also increased on 2017, with 50 Queensland
     businesses transitioning to overseas ownership (43 in 2016).

     Queensland to Queensland deals fell, with only 53 deals staying within Queensland
     borders (67 in 2016). Queensland deals also accounted for only 3% of announced
     deal values ($640m).                                                                                                 Corondo Coal
                                                                                                                           LLC acquired
     Private equity investment continued, with ten Queensland acquisitions (nine in                                     Wesfarmers Curragh
                                                                                                                        Pty Ltd for $700m
     2016) totalling $1.4bn ($964m in 2016). Private equity was also responsible for
     the fourth largest deal of 2017, which saw Quadrant Private Equity sell oncology
     specialist Icon Cancer Care to a consortium led by Queensland Investment

                                                      53
     Corporation (QIC) for $1.0bn.
                                                                           Deals involved both the
                                                                           buyer and seller being
                                                                           Queensland companies.
                                                      (2016: 67 deals)

                                                                         QBiotics Group acquired
                                                                          Ecobiotics for $130m.

                                                                                                                                 Quadrant Private

     95
                                                                                                                                 Equity sold Icon
                         Deals where the seller was                  Tatts Group acquired Tabcorp                             Cancer Care to
                         from Queensland and the                            Holdings for $7.6bn.                              a consortium led
                         buyer was from another                                                                               by Queensland
                         Australian state.                                                                                    Investment

                                                                         10
      (2016: 87 deals)                                                                                                        Corporation (QIC)
                                                                                               Deals where the seller         for $1.0bn.
                                                                                               was from Queensland
                                                                                               and the buyer was a
                                                                                               private equity fund.
                                                                          (2016: 9 deals)
20
Geographic transactions (net)
National transactions                                                    International transactions
  90                                                                      90
                                                  95
  70                                  87                                  70
  50       68             70                                                        45                                           50
                                                                          50
                                                                                                     38           43
  30                                  31          26                      30        26
                          23                                                                                      21             24
  10                                                                      10                          9
            5
(10)                                                                    (10)        (19)             (29)         (22)           (26)
(30)                     (47)                                           (30)
                                      (56)
(50)       (63)                                   (69)                  (50)
(70)                                                                    (70)
           2014          2015         2016        2017                              2014             2015         2016           2017

                        Sell    Buy    Net                                                       Sell       Buy    Net

                                                                                 26
                                                                                                        Deals where the
                                                                                                        buyer was from Queensland
Buy side transactions                                                                                   and there was an
                                                                                                        international seller.
                                                                                  (2016: 22 deals)

The 2017 year saw Queensland businesses expand interstate, with these deals
increasing 23% from 56 to 69 deals. National Storage was again active on the
buy side, with four of its seven acquisitions coming from other Australian states.

Other acquirers of note were National Veterinary Care who acquired 17
veterinary clinics in eight transactions and newly listed National Tyre & Wheel,
who made three acquisitions ahead of their December admission to the ASX.

Offshore acquisitions by Queensland companies increased slightly in 2017 with
                                                                                                                            Collins Food
26 deals. Flight Centre remained active internationally, with two acquisitions,                                             Group acquired
                                                                                                                         16 KFC restaurants
whilst Queensland based Collins Food Group continued its KFC roll up, both                                               located in the
internationally and domestically.                                                                                        Netherlands from
                                                                                                                         Yum! Brands, Inc for
                                                                                                                         $88m.

                                                  53
                                                                      Deals involved both the
                                                                      buyer and seller being
                                                                      Queensland companies.

                                                  (2016: 67 deals)

                                                                 QBiotics Group acquired
                                                                     Ecobiotics for $130m.

  69
                      Deals where the buyer was                      Acciona Infrastructure
                      from Queensland and the                   Australia acquired Geotech
                      seller was from another                         Holdings for $197m.
                      Australian state.
   (2016: 56 deals)

                                                                                                                                                21
IPO update
                                                                  IPOs by Industry                         15yr Avg                      2017
     In 2017, a total of nine Queensland companies listed on
                                                                  Energy, mining & utilities                   5                               3
     the Australian Securities Exchange (ASX), raising a total    Financial services                           1                               2
     of $356m. This is in line with the previous four years       TMT                                          1                               2
     which also saw nine IPOs in Queensland, whilst the 15        Consumer                                     1                               1

     year average is 10 Queensland listings per year.             Real estate                                  1                               1
                                                                  Pharma, medical & biotech                    1                               0
     Capital raised was lower than the $504m in 2016, but         Industrials & chemicals                      0                               0
                                                                  Agriculture                                  0                               0
     consistent with the average of $353m raised per year
                                                                  Business services                            0                               0
     since the global financial crisis (15yr average is $500m).
                                                                  Construction                                 0                               0
     Post IPO trading varied widely for the newly listed, but     Leisure                                      0                               0
     six out of the nine companies closed above issue price       Transportation                               0                               0
     by year end.                                                 Total                                        10                              9

     The largest listing by both capital raised and market        Largest & smallest listing by offer / market cap     (as at 29 Dec 2017)
     capitalisation was Wagners (WGN), which operates in          Largest listing                                   Wagners Holding Company
     the construction materials and mining services sector.       Offer size ($m)                                                      $196.8

     The offer size of $197m represented an implied market        Market capitalisation                                                 $437.3

     capitalisation of $437m, finishing the year up 39%.          Smallest listing                  Lithium Consolidated Mineral Exploration
                                                                  Offer size ($m)                                                            $5.3
     Pitcher Partners acted as Investigating Accountants on       Market capitalisation                                                  $18.0
     two IPOs:
     ƒƒ Qld’s second largest, National Tyre & Wheel               Highest / lowest return since listing                  (as at 29 Dec 2017)

         Limited (NTD), the Brisbane based tyre wholesale         Highest investor return                               Mayur Resource Group
                                                                  Subscription price                                                     $0.40
         marketer and distributor which raised $59m, and
                                                                  % Change to date                                                       158%
         finished the year up 24%; and
                                                                  Lowest investor return                               Velocity Property Group
     ƒƒ Qld’s most successful, Mayur Resources which
                                                                  Subscription price                                                     $0.20
         raised $13m, and was up 158% by year end.
                                                                  % Change to date                                                       (62%)

 Figure 14: Number of IPO transactions from 2013-17
 Total Listings                                                                                         All Ords
 12                                                                                                            7,000

 10                                                                                                            6,000
                                                                                                                            2nd Half
                                                                                                               5,000
     8
                   3                                                                                                        1st Half
                                                                                                               4,000
                                                                          5                     5
     6                              6
                                                       7                                                       3,000        15yr average
                                                                                                                            listings
     4
                                                                                                               2,000        All Ordinaries
                   6
     2                                                                    4                     4              1,000
                                    3
                                                       2
     -                                                                                                         -
                  2013             2014               2015            2016                     2017

22
22
About Pitcher Partners
                                                                       Pitcher Partners is a national
Pitcher Partners is a full service accounting and
                                                                       association of independent
business advisory firm with a strong reputation
                                                                       firms.
for providing quality advice to privately-owned,
                                                                       Liability limited by a scheme approved
corporate and public organisations.                                    under Professional Standards Legislation.
In Australia, Pitcher Partners has firms in Brisbane, Adelaide,
Melbourne, Perth, Sydney and Newcastle. We collaboratively leverage
from each other’s networks and draw on the skills and expertise of

                                                                             Firm
1,280+ staff, in order to service our clients.
Pitcher Partners is also an independent member of Baker Tilly
International (BTI), one of the world’s leading networks of

                                                                         locations
independently owned and managed accountancy and business
advisory firms. Our strong relationship with other BTI International
member firms, particularly in Asia Pacific, has allowed us to open
many doors across borders for our clients.

                                                                                 BRISBANE

                                                                                 +61 7 3222 8444
                                                                                 partners@pitcherpartners.com.au

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Worldwide revenue 2017 (USD)
                                         33,600+
                                         Partners and staff globally
                                                                         1,280+
                                                                         People nationally

147
Countries
                                         145
                                         Partners nationwide

                                                                                                                   23
Get in
touch...
Pitcher Partners Corporate Finance Senior Team:

Warwick Face                           Ross Walker
    +61 7 3222 8302                         +61 7 3222 8406

    wface@pitcherpartners.com.au            rwalker@pitcherpartners.com.au

James Baker                            Kieran Wallis
    +61 7 3222 8482                         +61 7 3222 8383

    jbaker@pitcherpartners.com.au           kwallis@pitcherpartners.com.au
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