Coffey International Limited Annual General Meeting 15 October 2015

Transcription

1 Coffey International Limited Annual General Meeting

2 Welcome John Mulcahy Chairman

3 Our Board of Directors From left to right: Urs Meyerhans Finance Director, Leeanne Bond, Non-executive Director, John Mulcahy Chairman, Susan Oliver, Chair - HR & Remuneration Committee, John Douglas Managing Director and Guy Cowan, Chair Risk & Audit Committee 3

4 Proceedings Chairman s address 01 Managing Director s address 02 General questions 03 Business of the meeting 04 Close 05 Presenters: John Mulcahy Chairman John Douglas Managing Director 4

5 01 Chairman s address John Mulcahy

6 Tetra Tech proposal delivering shareholder value Offer price of A$0.425 per share offer to purchase 100% on cash basis provides certainty 130% premium to Coffey s last closing price of A$0.185 on 14 October 2015 provides substantial value to shareholders Represents value with 173% premium against 6 month volume weighted average price The Board unanimously recommends shareholders accept the Tetra Tech offer Offer price 173% premium on 6 month VWAP 148% premium on 1 month VWAP Daily line chart September 2014 September

7 Tetra Tech proposal scale to complete Tetra Tech provides global scale with ability to complete 100% cash offer USD 2.5 billion revenue in 2014 Strong balance sheet Growth strategy driven by organic growth and acquisitions 13,000 employees worldwide 300 locations 7

8 Tetra Tech proposal thoughtful negotiation to achieve value Strong alignment between our operations Recognises value of all parts of Coffey s business Shared goals for growth of the International Development business Geographic footprint complements Geoservices and Project Management operations Cultural and operational fit have ensured the Board could realise excellent value for shareholders 8

9 Tetra Tech proposal delivers excellent value with minimal risk Consolidating market Significant mergers and acquisitions in recent years have increased the scale of key competitors Global scale and local delivery focus increasingly important Geographic diversification supporting business success in cyclical markets Lower demand for smaller firms with specialist expertise as consolidation builds capability in larger companies Tetra Tech proposal delivers excellent value with minimal risk 9

10 Tetra Tech proposal - process No action required now Bidder and target statements to be issued in November Will include Independent Expert s Report Will detail Board s unanimous recommendation that shareholders accept the proposal, subject to there being no superior proposal Will include information on how shareholders can accept the proposal Offer close date to be included with bidder and target statements 90% shareholder approval required 10

11 02 Managing Director s address John Douglas 1.Review of FY Update on Q1 FY Tetra Tech proposal

12 1. FY2015 year in review

13 Performance, risk, quick action, opportunity Performance Continuing strong safety disciplines Profitable FY 2014 leading to a bond issue in September (debt diversified and lengthened) Profitable H1 but economic and market warning signs were emerging Risk Significant fall in oil price and ongoing pressure on other commodities East West Link cancellation, project delays related to the Queensland election result Quick action April restructuring implemented quickly and effectively - substantially complete Strong working capital disciplines FY2015 financial results in line with April guidance Opportunity Continuing businesses are profitable Significant prospective opportunities remain in Transport and Property Infrastructure Strengthening and lengthening order book in Project Management and International Development 13

14 Safety and security is our first priority Disciplines remain strong 14

15 Results in line with guidance Continuing businesses remain profitable April Guidance ($ m) FY2015 ($ m) Continuing FY2015 ($ m) Underlying EBITDA* Restructuring costs (6-8) (7.9) (2.5) Non-cash impairment (12) (12.2) - EBITDA (0-2) (1.6) 21.0 Net profit after tax (16-18) (18.1) 5.3 * Underlying EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) before restructure costs and impairment. 15

16 Significant Transport Infrastructure opportunities in markets where our brand and reputation is strong 16

17 Property Infrastructure also very prospective 17

18 2. Q1 update

19 First quarter update Overview Debt remains tightly controlled, but exposed to exchange rate movements Diversified revenue International Development, Property and Transport Infrastructure the key drivers Geoservices Infrastructure growing proportion of revenue Contracted fee revenue starting to turn Project Management Revenue consistent Order book strong International Development Strong period on period growth Order book strength 19

20 Debt remains tightly controlled, but exposed to exchange rate movements Each 1c decrease / increase in the AUD against the USD increases / decreases debt by approximately $0.4m AUD devaluation increased total debt by $8.9m from September 2014 to September 2015 due to revaluation 20

21 Diversified revenue International Development, Property and Transport Infrastructure the key drivers About 30% of revenue from Transport and Property Infrastructure About 60% of revenue from International Development About 10% of revenue from Energy and Resources 21

22 Geoservices Infrastructure growing proportion of revenue 22

23 Geoservices contracted fee revenue starting to turn June 2015 and September 2015 includes $3m for the Adani project, for which there is increasing uncertainty around its commencement 23

24 Project management revenue consistent 24

25 Project Management order book strong 25

26 International Development strong period on period growth 26

27 International Development order book strength 27

28 3. Tetra Tech proposal

29 Tetra Tech proposal represents an excellent outcome for shareholders, staff and clients Value for shareholders 130% premium to Coffey s last closing price on 14 October % premium to 6 month volume weighted average price Value for staff proposal will create global leader in International Development geographic footprint complements, rather than competes with, Geoservices and Project Management operations Value for clients access to broader range of services same high quality delivery with strong financial backing 29

30 Delivering shareholder value Offer price of A$0.425 per share 130% premium to Coffey s last closing price on 14 October 2015 Offer price 173% premium on 6 month VWAP 148% premium on 1 month VWAP Daily line chart September 2014 September

31 A global leader in International Development Coffey operations Coffey and Tetra Tech operations Tetra Tech operations 31

32 Geoservices and Project Management operations are complementary, not competitive Coffey operations Coffey and Tetra Tech operations Tetra Tech operations 32

33 Tetra Tech proposal represents an excellent outcome for shareholders, staff and clients Value for shareholders 130% premium to Coffey s last closing price on 14 October % premium to 6 month volume weighted average price Value for staff proposal will create global leader in International Development geographic footprint complements, rather than competes with, Geoservices and Project Management operations Value for clients access to broader range of services same high quality delivery with strong financial backing 33

34 03 General questions

35 How to ask questions 1. Show your yellow voting card or red non-voting card 2. Wait for the attendant to bring the microphone 3. State your name then ask your questions 35

36 04 Business of the meeting Formal resolutions

37 Voting Procedure 37

38 Ordinary business Item 1. Financial Report To receive and consider the Financial Report of the Company and the consolidated entity, and the Reports of the Directors and Auditor for the financial year ended 30 June

39 Ordinary business Item 2. Election of Directors 39

40 Ordinary business Item 2a. Re-election of Mr Guy Cowan To consider and, if thought fit, to pass the following as an ordinary resolution: That Mr Guy Cowan, a Director who retires at the close of the Meeting in accordance with the Company s Constitution and being eligible, is reelected as a Director of the Company. Coffey 2014 AGM Presentation 4 November

41 Ordinary business Item 2a. Re-election of Guy Cowan Proxies have been received in respect of this resolution as follows: % Number For 77,147, Open* 1,230, Against 952,629 Abstain 6,128,337 * Includes 952,383 votes directed to the Chairman 41

42 Mark your voting card Resolution 2a. Re-election of Mr Guy Cowan 42

43 Ordinary business Item 2b. Re-election of Mr Urs Meyerhans To consider and, if thought fit, to pass the following as an ordinary resolution: That Mr Urs Meyerhans, a Director who retires at the close of the Meeting in accordance with the Company s Constitution and being eligible, is re-elected as a Director of the Company. Coffey 2014 AGM Presentation 4 November

44 Ordinary business Item 2b. Re-election of Urs Meyerhans Proxies have been received in respect of this resolution as follows: % Number For 76,647, Open* 1,241, Against 7,500,140 Abstain 69,626 * Includes 952,383 votes directed to the Chairman 44

45 Mark your voting card Resolution 2b. Re-election of Mr Urs Meyerhans 45

46 Ordinary business Item 3. Adoption of the Remuneration Report 46

47 Executive remuneration aligned to company performance Executive remuneration structure balanced between fixed remuneration, short term incentives and long term incentives Structured to ensure management focus on strong and sustainable business performance One Group Executive received a market adjustment to their fixed term remuneration in October 2014 No Key Management Personnel received short term incentives for FY2015 due to the company s performance not meeting the minimum trigger 100% forfeiture of long term incentives as performance hurdles not achieved Director fees reduced by 20% from 1 July 2015 to better align with current market position 47

48 Ordinary business Item 3. Adoption of the Remuneration Report To consider and, if thought fit, to pass as an ordinary resolution: That the Remuneration Report for the financial year ended 30 June 2015, as set out in the Directors Report section of the Annual Report, be adopted. (Note the vote on this resolution is advisory only and does not bind the Directors or the Company) 48

49 Ordinary business Item 3. Adoption of Remuneration Report Proxies have been received in respect of this resolution as follows: % Number For 73,393, Open* 1,029, Against 4,645,489 Abstain 4,994,721 * Includes 739,966 votes directed to the Chairman 49

50 Mark your voting card Resolution 3. Adoption of the Remuneration Report 50

51 Ordinary business Item 4. Long term incentive grants to Executive Directors 51

52 Special business Item 4a. Long term incentive grant to Mr John Douglas, Managing Director To consider and, if thought fit, to pass the following as an ordinary resolution: That, for the purposes of ASX Listing Rule and for all other purposes, approval be given for the grant of 2,779,708 fully paid ordinary shares to the Trustee of the Coffey Rewards Share Plan for the benefit of Mr John Douglas, Managing Director, on the terms described in the Explanatory Notes to the Notice convening the Meeting. 52

53 Special business Item 4a. Long term incentive grant to Mr John Douglas, Managing Director Proxies have been received in respect of this resolution as follows: % Number For 79,149, Open* 1,280, Against 4,971,278 Abstain 57,761 * Includes 994,955 votes directed to the Chairman 53

54 Mark your voting card Resolution 4a. Long term incentive grant to Mr John Douglas 54

55 Special business Item 4b. Long term incentive grant to Mr Urs Meyerhans, Finance Director To consider and, if thought fit, to pass the following as an ordinary resolution: That, for the purposes of ASX Listing Rule and for all other purposes, approval be given for the grant of 1,433,287 fully paid ordinary shares to the Trustee of the Coffey Rewards Share Plan for the benefit of Mr Urs Meyerhans, Finance Director on the terms described in the Explanatory Notes to the Notice convening the Meeting. 55

56 Special business Item 4b. Long term incentive grant to Mr Urs Meyerhans, Finance Director Proxies have been received in respect of this resolution as follows: % Number For 75,605, Open* 1,280, Against 8,514,963 Abstain 57,761 * Includes 994,955 votes directed to the Chairman 56

57 Mark your voting card Resolution 4b. Long term incentive grant to Mr Urs Meyerhans 57

58 Please deposit voting cards in ballot boxes

59 Poll has now closed

60 05 Close

61 Disclaimer The material in this presentation is a summary of the results of Coffey International Limited (Coffey) for the 12 months ended 30 June 2015 and an update on Coffey s activities and is current at the date of preparation,. Further details are provided in the Company s full year accounts and results announcement released on 10 August No representation, express or implied, is made as to the fairness, accuracy, completeness or correctness of information contained in this presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the presentation ( forward-looking statements ). Such forward-looking statements are by their nature subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions that are subject to change (and in many cases are outside the control of Coffey and its Directors) which may cause the actual results or performance of Coffey to be materially different from any future results or performance expressed or implied by such forward-looking statements. This presentation provides information in summary form only and is not intended to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. Due care and consideration should be undertaken when considering and analysing Coffey s financial performance. All references to dollars are to Australian Dollars unless otherwise stated. To the maximum extent permitted by law, neither Coffey nor its related corporations, Directors, employees or agents, nor any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it. This presentation should be read in conjunction with other publicly available material. Further information including historical results and a description of the activities of Coffey is available on our website, coffey.com Photos owned by Coffey or Coffey employees and permission is provided. 61