Coffey International Limited Annual General Meeting 15 ...€¦ · Our Board of Directors 15...

Coffey International Limited Annual General Meeting15 October 2015

Welcome

John Mulcahy Chairman

Our Board of Directors

315 October 2015Coffey 2015 AGM Presentation

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

Proceedings

Chairman’s address 01Managing Director’s address 02General questions 03Business of the meeting 04Close 05

4

John DouglasManaging Director

Presenters:


John MulcahyChairman

01Chairman’s address

John Mulcahy

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


6

Daily line chart September 2014 – September 2015

Offer price

173% premium on

6 month VWAP

148% premium on

1 month VWAP

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

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

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

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

02Managing Director’s address

John Douglas1.Review of FY20152.Update on Q1 FY20163.Tetra Tech proposal

1. FY2015 year in review

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


14

Safety and security is our first priority Disciplines remain strong


Results in line with guidance Continuing businesses remain profitable

15

* Underlying EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) before restructure costs and impairment.

April Guidance

($’m)

FY2015 ($’m)

Continuing FY2015 ($’m)

Underlying EBITDA* 18 - 20 18.5 23.5

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


Significant Transport Infrastructure opportunitiesin markets where our brand and reputation is strong


Property Infrastructure also very prospective


2. Q1 update

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


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

Diversified revenue – International Development, Property and Transport Infrastructure the key drivers


21

About 60% of revenue from International Development

About 30% of revenue from Transport and Property Infrastructure

About 10% of revenue from Energy and Resources

Geoservices – Infrastructure growing proportion of revenue


Geoservices contracted fee revenue starting to turn


23

June 2015 and September 2015 includes $3m for the Adani project, for which there is increasing uncertainty around its commencement

Project management revenue consistent


24

Project Management order book strong


25

International Development – strong period on period growth


26

International Development – order book strength


27

3. Tetra Tech proposal

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 2015• 173% 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

Delivering shareholder value

• Offer price of A$0.425 per share• 130% premium to Coffey’s last closing price on 14 October 2015

15 October 2015 30

Daily line chart September 2014 – September 2015

Offer price

173% premium on

6 month VWAP

148% premium on

1 month VWAP

A global leader in International Development

15 October 2015

Coffey 2015 AGM Presentation31

Coffey operations

Tetra Tech operations

Coffey and Tetra Tech operations


32

Coffey operations

Tetra Tech operations

Coffey and Tetra Tech operations

Geoservices and Project Management operations are complementary, not competitive

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 2015• 173% 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

03General questions

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


04Business of the meeting

Formal resolutions

Voting Procedure


37

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 2015.

Ordinary business


38

Item 2. Election of Directors

Ordinary business


39

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 re-elected as a Director of the Company”.

Ordinary business

404 November 2014Coffey 2014 AGM Presentation

Item 2a. Re-election of Guy Cowan

Proxies have been received in respect of this resolution as follows:

% Number

97.25 For 77,147,435

1.55 Open* 1,230,742

1.20 Against 952,629

Abstain 6,128,337

Ordinary business


41

* Includes 952,383 votes directed to the Chairman

Resolution 2a.

Re-election of Mr Guy Cowan

Mark your voting card


42

Item 2b. Re-election of Mr Urs Meyerhans


“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.”

Ordinary business

434 November 2014Coffey 2014 AGM Presentation

Item 2b. Re-election of Urs Meyerhans

Proxies have been received in respect of this resolution as follows:% Number

89.76 For 76,647,919

1.45 Open* 1,241,458

8.78 Against 7,500,140

Abstain 69,626

Ordinary business


44


Resolution 2b.

Re-election of Mr Urs Meyerhans



45

Item 3. Adoption of the Remuneration Report

Ordinary business


46

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


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)

Ordinary business


48

Item 3. Adoption of Remuneration Report


92.66 For 73,393,771

1.30 Open* 1,029,041

6.04 Against 4,645,489

Abstain 4,994,721

Ordinary business


49


Resolution 3.

Adoption of the Remuneration Report



50

Item 4. Long term incentive grants to Executive Directors

Ordinary business


51

Item 4a. Long term incentive grant to Mr John Douglas, Managing Director


“That, for the purposes of ASX Listing Rule 10.14 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”.

Special business


52

Item 4a. Long term incentive grant to Mr John Douglas, Managing Director

Proxies have been received in respect of this resolution as follows:

% Number

92.53 For 79,149,284

1.50 Open* 1,280,820

5.82 Against 4,971,278

Abstain 57,761

Special business


53


Resolution 4a.

Long term incentive grant to Mr John Douglas



54

Item 4b. Long term incentive grant to Mr Urs Meyerhans, Finance Director


“That, for the purposes of ASX Listing Rule 10.14 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”.

Special business


55

Item 4b. Long term incentive grant to Mr Urs Meyerhans, Finance Director


88.39 For 75,605,599

1.50 Open* 1,280,820

10.11 Against 8,514,963

Abstain 57,761

Special business


56


Resolution 4b.

Long term incentive grant to Mr Urs Meyerhans



57

Please deposit voting cards in ballot boxes

Poll has now closed

05Close

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, 15 October 2015. Further details are provided in the Company’s full year accounts and results announcement released on 10 August 2015.

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 andassumptions 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 reliedupon 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.


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Coffey International Limited Annual General Meeting 15 ...€¦ · Our Board of Directors 15...

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