SYMEX HOLDINGS LIMITED (to be renamed Pental Limited) Business Turnaround and Capital Raising Presenta4on. 2 November 2012

Transcription

1 SYMEX HOLDINGS LIMITED (to be renamed Pental Limited) Business Turnaround and Capital Raising Presenta4on 2 November 2012

2 Disclaimer This investor presenta4on (PresentaBon) has been prepared by Symex Holdings Limited (ABN ) (SYM). This Presenta4on has been prepared in rela4on to a renounceable rights issue of fully paid ordinary shares (New Shares), to be made to eligible shareholders of SYM under a prospectus (Prospectus) expected to be lodged with the Australian Securi4es and Investments Commission (ASIC) on or around 2 November 2012 (Offer). Summary informabon: This Presenta4on contains summary informa4on about SYM, its subsidiaries, and its ac4vi4es which is current as at the date of this Presenta4on. The informa4on in this Presenta4on is of a general nature and does not purport to be complete nor does it contain all the informa4on which a prospec4ve investor may require in evalua4ng a possible investment in SYM or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corpora4ons Act 2001 Cth (CorporaBons Act). The historical informa4on in this Presenta4on is, or is based on, informa4on that has been released to the Australian Securi4es Exchange (ASX). This Presenta4on should be read in conjunc4on with SYM s other periodic and con4nuous disclosure announcements lodged with the ASX, which are available at Not an offer: This Presenta4on is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This Presenta4on is for informa4on purposes only and is not an invita4on or offer of securi4es for subscrip4on, purchase or sale in any jurisdic4on (and will not be lodged with the U.S Securi4es Exchange Commission). Any decision to purchase New Shares must be made on the basis of the Prospectus that will be lodged with ASIC and sent to eligible shareholders. The Prospectus for the Offer will be available following its lodgment with ASIC and ASX. Any eligible shareholder who wishes to par4cipate in the Offer should consider the Prospectus when deciding to apply for New Shares. Anyone who wishes to apply for New Shares under the Offer will need to apply in accordance with the instruc4ons contained in the en4tlement and acceptance form that accompanies the Prospectus. This Presenta4on does not cons4tute investment or financial product advice (nor tax, accoun4ng or legal advice) or any recommenda4on to acquire en4tlements or New Shares and does not and will not form any part of any contract for the acquisi4on of en4tlements or New Shares. This Presenta4on may not be released or distributed in the United States. This Presenta4on does not cons4tute an offer to sell, or a solicita4on of an offer to buy, any securi4es in the United States. Neither the New Shares nor the en4tlements have been, or will be, registered under the U.S. Securi4es Act of 1933 (U.S. SecuriBes Act) or the securi4es laws of any state or other jurisdic4on of the United States. Accordingly, the en4tlements and the New Shares may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S Securi4es Act, or are offered and sold in a transac4on exempt from, or not subject to, the registra4on requirements of the U.S. Securi4es Act and any other applicable state securi4es laws. Not investment advice: This Presenta4on has been prepared without taking account of any person s individual investment objec4ves, financial situa4on or par4cular needs. Before making an investment decision, prospec4ve investors should consider the appropriateness of the informa4on having regard to their own investment objec4ves, financial situa4on and needs and seek legal, accoun4ng and taxa4on advice appropriate to their jurisdic4on. SYM is not licensed to provide financial product advice in respect of SYM shares. Cooling off rights do not apply to the acquisi4on of SYM shares. Investment risk: An investment in SYM shares is subject to known and unknown risks, some of which are beyond the control of SYM. SYM does not guarantee any par4cular rate of return or the performance of SYM. Investors should have regard to the risk factors outlined in this Presenta4on when making their investment decision. Financial data: All dollar values are in Australian dollars (A$ or AUD) unless otherwise stated. Investors should note that this Presenta4on contains pro forma financial informa4on. The pro forma financial informa4on and past informa4on provided in this Presenta4on is for illustra4ve purposes only and is not represented as being indica4ve of SYM s views on its future financial condi4on and/or performance. The pro forma financial informa4on has been prepared by SYM in accordance with the measurement and recogni4on requirements, but not the disclosure requirements, of applicable accoun4ng standards and other mandatory repor4ng requirements in Australia. Investors should also note that the pro forma financial informa4on does not purport to be in compliance with Ar4cle 11 of Regula4on SX of the rules and regula4ons of the U.S. Securi4es and Exchange Commission. Investors should be aware that certain financial data included in this presenta4on are non- GAAP financial measures under Regula4on G of the U.S. Securi4es Exchange Act of These measures include Net Debt. The disclosure of such non- GAAP financial measures in the manner included in the Presenta4on may not be permissible in a registra4on statement under the U.S. Securi4es Act. These non- GAAP financial measures do not have a standardized meaning prescribed by Australian Accoun4ng Standards and therefore may not be comparable to similarly 4tled measures presented by other en44es, and should not be construed as an alterna4ve to other financial measures determined in accordance with Australian Accoun4ng Standards. Although SYM believes these non- GAAP financial measures provide useful informa4on to users in measuring the financial performance and condi4on of its business, investors are cau4oned not to place undue reliance on any non- GAAP financial measures included in this Presenta4on. Page 2

3 Disclaimer Future performance: This Presenta4on contains certain forward looking statements. Forward looking statements can generally be iden4fied by the use of forward looking words such as, expect, an4cipate, likely, intend, should, could, may, predict, plan, propose, will, believe, forecast, es4mate, target outlook, guidance and other similar expressions within the meaning of securi4es laws of applicable jurisdic4ons and include, but are not limited to, the outcome and effects of the Offer and the use of proceeds. The forward looking statements contained in this Presenta4on are not guarantees or predic4ons of future performance and involve known and unknown risks and uncertain4es and other factors, many of which are beyond the control of SYM, and may involve significant elements of subjec4ve judgment and assump4ons as to future events which may or may not be correct. Refer to the Key Risks sec4on of this presenta4on for a summary of certain general and SYM specific risk factors that may affect SYM. There can be no assurance that actual outcomes will not differ materially from these forward- looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in this Presenta4on. Investors should consider the forward looking statements contained in this Presenta4on in light of those disclosures. The forward looking statements are based on informa4on available to SYM as at the date of this Presenta4on. Except as required by law or regula4on (including the ASX Lis4ng Rules), SYM undertakes no obliga4on to provide any addi4onal or updated informa4on whether as a result of new informa4on, future events or results or otherwise. Indica4ons of, and guidance or outlook on, future earnings or financial posi4on or performance are also forward looking statements. Past performance: Investors should note that past performance, including past share price performance, of SYM cannot be relied on as an indicator of (and provides no guidance as to) future SYM performance including future share price performance. Disclaimer: Neither the lead manager, nor any of its or SYM s respec4ve advisers or any of their respec4ve affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permifed or caused the issue, submission, dispatch or provision of this Presenta4on and, except to the extent referred to in this Presenta4on, none of them makes or purports to make any statement in this Presenta4on and there is no statement in this Presenta4on which is based on any statement by any of them. For the avoidance of doubt, the lead manager and its respec4ve advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any statement in this Presenta4on and there is no statement in this Presenta4on which is based on any statement by any of them. To the maximum extent permifed by law, SYM, the lead manager and their respec4ve advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a result of your par4cipa4on in the Offer and the informa4on in this Presenta4on being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the maximum extent permifed by law, SYM, the lead manager and their respec4ve advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representa4on or warranty, express or implied, as to the currency, accuracy, reliability or completeness of informa4on in this Presenta4on and, with regards to the lead manager, its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presenta4on or the Offer. The lead manager and its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommenda4ons as to whether you or your related par4es should par4cipate in the Offer nor do they make any representa4ons or warran4es to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by the lead manager, or its advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in rela4on to the Offer and you further expressly disclaim that you are in a fiduciary rela4onship with any of them. Statements made in this Presenta4on are made only as the date of this Presenta4on. The informa4on in this Presenta4on remains subject to change without no4ce. SYM reserves the right to withdraw the Offer or vary the 4metable for the Offer without no4ce Page 3

4 Agenda Page ExecuBve Summary 5 Capital Raising Plan 6 Investment Highlights 7 Business Restructure 9 Proposed Offer 16 Pro- Forma Financials 19 IndicaBve Offer Timetable 22 Key Risks 23 Page 4

5 Execu4ve Summary Symex is an ASX listed manufacturer and supplier of fast moving consumer goods (FMCG). The core business operates as Pental and comprises well known brands including: OVERVIEW Under a new management team, Symex is undergoing a business restructuring to focus exclusively on its core Pental business, substan4ally reduce debt and close its unprofitable chemicals business. Pro forma forecast revenue for Pental for FY13 is $111m with EBITDA of $10m (FY12 pro forma EBITDA for the Pental business was $6.4m). Symex proposes undertaking a capital raising of up to $23.5m, comprising a placement of new shares u4lising the Company s 15% capacity and a renounceable 7 for 1 rights issue. Funds raised will be used to restructure the Company s opera4ons and substan4ally improve balance sheet ra4os. The Directors and certain ins4tu4onal and sophis4cated investor shareholders have commifed to take up their en4tlements. Together with commitments from sophis4cated and professional investors to subscribe for shorlall and the 15% placement, the Company has secured total commitments of approximately $13.8m million for the capital raising. Page 5

6 Capital Raising Plan The Board of Symex has approved a $23.5m placement and renounceable rights issue. This will have the following advantages: Delivers sufficient equity to fund restructuring costs and working capital. Facilitates a restructuring of debt terms. Placement (15%) to a strategic cornerstone investor. Allows ins4tu4onal shareholders to par4cipate via exercising rights/comminng to shorlall. Allows exis4ng shareholders to par4cipate on the same terms. Equity Issue Enterprise Value Reduced Debt Level Working Capital Focus on Pental A placement of 15% at 1.5 raising $431,085 A rights issue at 1.5 raising up to $23.1m An enterprise value post issue of circa $45m, which reflects an FY13 EBITDA mul4ple of 4.6x and a PE ra4o of 3.6x based on an expected $15m raising A pro forma gross debt level of $27.6m at 30 June13 reflec4ng 2.7x debt/ebitda with further debt reduc4on of up to $6.7m depending on the final amount of capital raised. Working capital sufficient to support growth forecasts Post the capital raising Symex will be transformed into a $111m revenue profitable brands business The placement and renounceable rights issue is being arranged by M&A Partners (AFSL ). Page 6

7 Investment Highlights AaracBve investment opportunity Afrac4vely priced issue: Pro forma forecast P/E ra4o mes (min. expected equity raise $15m, maximum $23.5m) Pro forma forecast FY13 EBITDA/enterprise value mul4ple of mes Loyalty op4on (for no considera4on) to be issued aver the comple4on of the Offer: 1 for 4 basis with an exercise price of $0.02 per share Key investor support has already been confirmed and the Directors have commifed to take up their en4tlements Placement to new strategic investor Symex have agreed to place 15% of its capital to Saleslink which has commifed to take up its full en4tlement. Saleslink is a sales and marke4ng company specialising in FMCG and will help drive sales to new and exis4ng markets for Pental branded products. Strengthened balance sheet, posiboning the Company for growth Property sales realising $20.9m (net) by 30 June 2013 have been contracted $10m of debt forgiveness Offer will reduce debt to sustainable levels (forecast pro- forma FY13 EBITDA: pro forma gross debt 2.7 4mes based on a $15m equity raising, and 2.1 4mes based on $23.5m capital raising) Possibility of further debt reduc4on within 2 years via exercise of loyalty op4ons poten4ally raising $8.8m Symex already delivering on key business inibabves Opera4onal performance has improved Cost reduc4on ini4a4ves are having posi4ve impact on cash flow New management team and business focus has been working well and is delivering Further growth opportunibes available New product development New sales channels Page 7

8 Capital Raising SensiBvity Analysis!"#$%&'()*'+,,-.%(/.")'"0'1#)*2!" #$%%&'()*+,)-.'/)0&1()2'34) :;<6 =&>>) 279;EF8 2J;668 0&1()K%L(&)3MM 276;668 N(H&% 5<;J6 3(,./(-'4(.2.)5'(/'67879:',&$'2;($& *"3$'()P.L>&A 79;66 7J;66 7:;66 56;66 5F;96 Scenarios showing differing levels of capital raised and potenbal debt reducbon. At $23.5m capital raising net debt will be $20.9m and net debt / EBITDA will be 2.09x s. This should be read in conjunc4on with the prospectus. The debt reduc4on from asset sales of Port Melbourne and Shepparton are supported by exis4ng contracts. P&>(%$@($%&)#3>(> 276;:68 276;:68 276;:68 276;:68 276;:68 -D&.@H)?D.'( 25;EJ8 2F;E68 2Q;968 2Q;968 2Q;968 #3>(>)3M)NMM&% 27;598 27;F68 27;Q68 27;968 27;968 *4.LD.1D&)M3%)A&1()%&A$@(L3' 6;66 6;66 7;F6 F;56 J;<6 +&()A&1().M(&%)A&1()%&A$@(L3' 5<;J6 5<;J6 5J;F6 5Q;Q6 56;E6 RS$L(T)U.D$&).()7;9)@&'(> 7<;:< 7:;:< 56;:< 55;:< 5J;F< R'(&%I%L>&)4.D$& Q9;Q< QJ;Q< Q<;7< Q<;5< Q<;5< <&/'*&=/>?$"'0"$@('ABCDE+'F1G%(2/H 5;<JV 5;<JV 5;JFV 5;QQV 5;6EV AI>?$"'0"$@('ABCDE+'F1G%(2/H Q;99V Q;J9V Q;<5V Q;<FV Q;<FV?A'@#-/.,-&'F1J9K',$"2,&%/.L&H F;9<V F;<<V Q;7<V Q;9<V 9;5<V Page 8

9 Business Restructure Forward Strategy Symex is undergoing a business restructure to focus exclusively on Pental. Closure of non performing business Divestment of non core business Debt reduc4on Equity raising Property sales Refocus the business on Pental Opera4onal restructure Management Strategic investor Closure of Oleo - speciality chemicals manufacturing DCS sale completed White King and Janola brands of bleach products acquired in February 2011 for approximately $50 million, which took debt to unsustainable levels Restructuring plan sees a reduc4on in gross debt from $63m at 30 June 2012 to approx. $27m on a pro forma basis (assuming a $15m equity raising) $10m of debt forgiveness following equity raising $27m asset sales Equity raising of at least $15m (based on current and expected commitments) Property sales (net realisa4on $20.9m) by June contracted Customer, brand and product review to achieve sales improvement through new product innova4on and renewed channel strategies Reloca4on and enhancement of bleach plant Implementa4on of Profit Delivery Projects New senior management in place Saleslink specialising in FMCG sales and marke4ng Page 9

10 Business Restructure Ra4onalisa4on SYMEX HOLDINGS LIMITED To be renamed Pental Ltd Focus going forward Pental Products Australia s largest bar soap, firelighters and bleach manufacturer Specialty Chemicals DCS Interna4onal To be closed/sold Manufacturer and export of oleo chemicals, including oleine, stearine, glycerine and dis4lled fafy acids (To be closed) Importer and distributor of chemicals (Sold) Page 10

11 Business Restructure Ra4onale Symex has been distracted by unprofitable, uneconomic business units that u4lised valuable Company resources which should have been dedicated to Pental. Symex s speciality chemicals business manufactures and exports oleo chemicals The business contributed a loss of $646,000 to group EBITDA in FY12 Oleo was uneconomic Oleo s opera4ons declined in compe44veness Strong AUD further hurt Oleo Tallow trading at a premium to compe4tor products Permanent shiv in market dynamics The burden involved with opera4ng and managing a large non- performing business (FY12 revenue of c. $80m) diverted the management team from the profitable Pental business DCS was a non core business DCS contributed $206,000 to the group EBITDA in FY12 The burden involved with opera4ng and managing DCS, and the unavoidable crossover in func4ons, meant that the business absorbed resources that could be befer used in suppor4ng the Pental business Page 11

12 Business Restructure Pental Product Suite Bleach Firelighter Laundry Soap Market share for the 12 months to 30 May 2012 (Aztec Data, 1 July 2012 ): Pental White King 75% Bleach Coles 12% Homebrand 13% Lokkii 0% Cube Firelighters Redheads 31% Pental Little Lucifer 14% Coles 13% Homebrand 12% Pental Jiffy 30% Homebrand 4% Pental Softly 35% Wool Wash Australian Pure Wool Wash 4% Earth Choice 25% Coles 6% Martha Gardener 26% Private Label 5% Cashmere 4% Pears 6% Imperial Leather 8% Lux 8% Pental Country Life 10% Bar Soap Pental Sunlight 3% Pental Natural Selections 3% Pental Velvet 2% Dove 30% Palm 21% Page 12

13 Turnaround Strategy - Fundamental Improvements Pental Turnaround Plan FY13 Key elements of the turnaround plan for the Pental business: Opera4onal restructure Consolidate manufacturing at Shepparton Site (in progress) Pursue manufacturing efficiencies (produc4on line produc4vity) Brand turnaround Consolidate brands and increasing marke4ng /ad spend Product turnaround New product design and product innova4on Customer turnaround Review distribu4on channel strategy and develop customer plans Target volume growth in non- grocery channels (in progress) The majority of the Profit Delivery Projects (PDPs) have already begun Profit Delivery Projects The PDPs are focused around cost reduc4on and restructuring across: Warehouse and transport renego4a4on Wages and over4me reduc4on Price increases COGS decreases NZ trade spend / commission reduc4on Cash incen4ves Outsourcing / impor4ng to lower costs Page 13

14 Pental EBITDA Bridge FY12- FY13 EBITDA improvements that are modest and driven largely by already implemented Profit Delivery Projects to deliver EBITDA of $10.01m for the Pental business. Page 14

15 Debt Reduc4on Plan Debt restructure terms: Symex has signed a lefer of offer for a new 3 year debt facility with the ANZ Bank to reflect normal debt terms and condi4ons Based on a $15m equity raising, pro forma gross debt aver a $10m debt forgiveness is $27.6m The diagram below shows Symex s pro forma gross debt reducing from $63.4m to $27.6m Debt / EBITDA ra4o based on pro forma FY13 EBITDA of $10M will be c.2.76x and pro forma EBITDA / Net Interest c.5.5x Page 15

16 Proposed Offer Symex is raising up to $23.5m by way of a placement and renounceable rights issue Renounceable pro rata rights issue to all shareholders on the basis of 7 new shares for every one share held at an issue price of 1.5 cents (Offer) Shorlall facility allows shareholders to apply for shares in excess of their en4tlement A prospectus in rela4on to the Offer will be lodged with ASIC on or about 2 November 2012 (Prospectus). All shareholders on the share register in approximately 3 months following the close of the Offer will be en4tled to par4cipate in a proposed issue under a disclosure document for loyalty op4ons (for no considera4on) on the basis of one op4on for every 4 shares held at that date, exercisable at 2.0 cents with an 18 month expiry date The exercise of the op4ons will provide the Company with up to $8.8m of addi4onal equity within the next 20 months, which can be used to further reduce debt A 4metable for the loyalty op4on issue will be released aver the conclusion of the Offer Page 16

17 Proposed Offer Use of Funds Symex pro forma gross debt as at 30 June 2012 following a reduc4on from the proceeds of property sales, a $15m equity raising and debt forgiveness is $27.6m. The Company will relocate its bleach plant facility to Shepparton in 2013, providing it with increased flexibility and capacity, thus allowing it to enter new markets with its premier brand, White King. If > $15m is raised, it will be used for working capital, the reloca4on of the bleach plant and to reduce the Company s debt. Use (based on $15m equity raising) Amount ($ million) Costs associated with closure of Specialty Chemicals business $10.8 Assist with reloca4on of opera4ons to Shepparton Site, including necessary works at Shepparton Site $2.9 Costs of Offer $1.3 Strengthened balance sheet will allow future funding flexibility. Improved cash posi4on will provide increased flexibility to invest in key brands and drive organic growth. Total $15.0 Page 17

18 Impact on Capital Structure Minimum Expected Take- up ($15m) Maximum Take- up ($23.5m) Number of shares at date of Prospectus 191,593, ,593,493 Placement 28,739,023 28,739,023 To be issued under the Offer 971,260,977 Total shares on issue 1,191,593,493 Market capitalisa4on at $0.015 $17,873,902 1,542,327,612 1,762,660,128 $26,440,000 Pro- forma net debt 1 $27,600,000 $20,900,000 Enterprise value $45,473,902 Loyalty op4on issue 3 months post close 297,898,373 1 After relocation and modernisation of current bleach manufacturing facility in Port Melbourne to Shepparton $47,340, ,665,034 Page 18

19 Pro forma Balance Sheet Post Offer The table below sets out the adjustments that have been made to the audited consolidated statutory statement of financial posi4on for the Symex Group as at 30 June 2012 to derive the pro forma consolidated historical statement of financial posi4on of the Symex Group. These adjustments reflect the impact of the restructuring events (being the closure of the Speciality Chemicals business, sale of the Port Melbourne site, debt restructure and equity raising) that will be in place following comple4on of a $15m equity raising as if they had occurred or were in place as at 30 June Net Settlement Impact of the Audited statutory On Sale of Port Offer and Symex Holdings Melbourne Restructuring New Banking As at 30 June 2012, $'000 Limited Property Events Facilities Pro forma (Note 1) (Note 2) (Note 3 & 4) Cash and cash equivalents 3,722 - (10,767) 13,655 6,610 Receivables 37, ,027 Inventories 18, ,453 Current tax assets Other Assets Held for Sale 26,501 (20,501) - (6,000) - Total current assets 86,358 (20,501) (10,767) 7,655 62,745 Property, plant and equipment 10, ,018 Intangible assets 39, ,668 Deferred tax assets Total non- current assets 50, ,103 Total assets 136,461 (20,501) (10,767) 7, ,848 Trade and other payables 23, ,285 Borrowings 63,427 (24,750) 3,818 (41,995) 500 Other financial liabilities 1, ,180 Provisions 2,731 - (1,284) - 1,447 Total current liabilities 90,590 (24,717) 2,534 (41,995) 26,412 Borrowings ,173 27,173 Other financial liabilities Provisions Total non- current liabilities ,173 28,053 Total liabilities 91,470 (24,717) 2,534 (14,822) 54,465 Net assets 44,991 4,216 (13,301) 22,477 58,383 Contributed equity 59, ,655 73,438 Reserves (3) (3) Retained profits/(losses) (14,789) 4,216 (13,301) 8,822 (15,052) Total equity 44,991 4,216 (13,301) 22,477 58,383 Page 19

20 Pro forma Historical and Forecast Income Statement The table below sets out: the pro forma consolidated historical and forecast income statements; and the statutory consolidated forecast income statement. Pro forma Forecast Pro forma Historical Forecast Statutory Y/E 30 June, $'000 FY2011 FY2012 FY2013 FY2013 Gross sales 86, , , ,031 Sales rebates and discounts (19,143) (29,880) (28,106) (28,106) Sales revenue 67,070 81,401 82, ,925 Cost of sales (35,850) (49,179) (43,877) (66,204) Gross margin 31,220 32,222 38,918 45,721 Employee benefits expense (7,604) (8,540) (11,131) (14,880) Freight and storage expenses (5,527) (9,847) (8,907) (11,536) Marketing expenses (1,635) (3,133) (4,122) (4,122) Other expenses (3,604) (4,339) (4,741) (7,536) EBITDA (before significant income or expenses) 12,850 6,363 10,017 7,647 Depreciation (766) (915) (1,033) (1,033) Profit before interest and tax (before significant income and expenses) 12,084 5,448 8,984 6,614 Net significant income and expenses (55) Finance costs (2,079) (2,405) (1,813) (6,316) Profit/(loss) before tax 10,005 3,043 7, Income tax (expense)/benefit (3,002) (913) (2,151) (79) Profit/(loss) after tax 7,003 2,130 5, Note the Forecast Statutory FY 2013 includes the Specialty Chemicals business with an loss contribu4on to EBITDA of $2,370,000 Page 20

21 Business Restructure - Management Team CEO Alan Fisher. BCom Prior to his appointment at Symex Mr Fisher spent 24 years at Coopers & Lybrand (now PWC) where he was a corporate finance partner. For the last 15 years Mr Fisher has operated his own corporate advisory business, as well as ac4ng as a director on numerous public and private company boards. Mr Fisher has extensive dealings with companies that are in a turnaround situa4on and has acted previously in this capacity. Mr Fisher is a Fellow of the Ins4tute of Chartered Accountants and a member of the Ins4tute of Company Directors and Financial Services Ins4tute of Australia. COO Charlie McLeish Prior to his appointment at Pental, Mr McLeish spent over 30 years in the FMCG Industry. Over 10 years at George Weston Foods in the posi4on of GM of Tip Top Bakeries VIC, Mr McLeish implemented the business turnaround from nega4ve EBIT of $6M to posi4ve EBIT of $12M - aver which he transi4oned to Na4onal Sales Director of Don Smallgoods. Prior to George Weston Mr McLeish spent 20 years managing major bakeries within Bunge Australia (Goodman Fielder) focusing on Business Turnaround. Mr McLeish s has vast sales, marke4ng, manufacturing and logis4cs experience with proven turnaround capabili4es. CFO Albert Zago Mr Zago is a qualified Chartered Accountant with over 25 years finance and business management experience, in retail, distribu4on and manufacturing opera4ons. Mr Zago is an experienced leader in challenging customer focus and changing/complex environments, where opera4ons are in need of pro- ac4ve transforma4on, whilst execu4ng growth strategies. Prior to joining Symex, Albert held various management posi4ons with PWC and in ASX listed and unlisted public companies such as GUD Holdings Ltd and Mitre 10 Australia Ltd. Page 21

22 Indica4ve Offer Timetable SYM to announce on ASX a renounceable pro rata issue and Appendix 3B with ASX. SYM shares resume normal trading. 2 November 2012 Rights trading commences. 7 November 2012 Record date to iden4fy security holders en4tled to par4cipate in the issue. 13 November 2012 Offer period under Prospectus opens. 15 November 2012 Rights trading ends. 22 November 2012 Deferred seflement trading commences. 23 November 2012 End Aug Offer period closes at 5.00pm (Melbourne 4me). 29 November 2012 No4fy ASX of under subscrip4ons. 4 December 2012 Dispatch of holding statement and commencement of normal trading. 7 December 2012 Note: The above :metable is indica:ve only and subject to change. All references are Melbourne :me. The Company reserves the right, subject to the Corpora:ons Act and the ASX Lis:ng Rules, to amend the indica:ve :metable set out above or to withdraw the En:tlement Offer at any :me Page 22

23 Key Risks As with an investment in any listed enterprise, there are risks associated with the Symex business and general risks associated with many listed en44es. A summary of risks specific to an investment in Symex is as follows: Specific Risks Supermarkets: the majority of Pental Products products are sold in supermarkets where the Australian market is dominated by two major par4cipants. This may lead to delis4ng of products given compe44on for shelf space and pressure on Symex to reduce margins. Consumer demand: if product input costs increase and Symex seeks to pass on these increases to consumers through higher prices, this could result in a reduc4on in consumer demand for Symex's products and a fall in revenue. Damage to Symex's brands: the reputa4on and value associated with Symex's brand names could be adversely impacted by a number of factors including failure to provide customers with the quality of products they expect, disputes or li4ga4on. CompeBBon: Symex has a wide range of compe4tors including major interna4onal companies. The ac4ons of these compe4tors or changes in consumer preferences may materially adversely affect Symex s financial performance. Supply chain disrupbons: disrup4on to any aspect of Symex's supply chain could have a material adverse impact on Symex's opera4onal and financial performance. InformaBon technology systems: Symex is reliant on the capability and reliability of its informa4on technology systems and back up systems and those of its external service providers (such as communica4on carriers), to process transac4ons, manage inventory, report financial results and manage its business. Financing arrangements: Symex has an exis4ng facility agreement with ANZ which has a number of financial covenants, undertakings and repayment obliga4ons. Symex has also signed the Lefer of Offer proposing a new three year financing facility. The Company is currently finalising the terms and condi4ons of this proposed new financing facility, which will contain new or amended financial covenants, undertakings and repayment obliga4ons. If Symex is unable to sa4sfy the exis4ng or proposed covenants contained in those agreements, ANZ may enforce its rights under the relevant agreement. If such ac4on was undertaken it may adversely affect the financial posi4on of Symex; and Closure of Speciality Chemicals operabons : Symex has announced that it will close its Specialty Chemicals opera4ons located on its Port Melbourne Site, and intends to transfer its bleach plant to its Shepparton Site. Risks associated with this are as follows: industrial ac4on may result in a disrup4on to the Specialty Chemicals business plant opera4ons prior to the closure or to the bleach plant opera4ons prior to its reloca4on; cash collec4on from customers may be delayed and receivables may become more difficult to collect, where goods have been sold under normal trading terms and without a lefer of credit. This will impact Symex's opera4onal cash flow and cri4cally affect the supply and provision of goods and services for both the Specialty Chemicals and Consumer Products businesses prior to the comple4on of the Offer; and there may be unan4cipated costs associated with the closure of the Specialty Chemicals business or the reloca4on of the bleach plant to the Shepparton Site. Page 23

24 Foreign Selling Restric4ons This document does not consbtute an offer of New Shares in any jurisdicbon in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia or New Zealand, except to the extent such offer or sale is in compliance with applicable local laws. Page 24