ASX Announcement 29 November 2018 Chairman and Managing Director’s Address to QANTM Intellectual Property Annual General Meeting, 29 November 2018. Highlights QANTM-Xenith Merger • View of your board that this is a logical combination of two complementary groups, with a strong alignment of strategies and cultures, that will enhance the market position, growth opportunities and range of services both in Australia and in Asia. • Will provide a beneficial outcome for the respective clients of QANTM and Xenith, the shareholders of both companies, as well as enhance the career prospects of our current and future employees. 2019 Year-to-Date Business and Financial Conditions • QANTM’s total new patent cases secured in the four months to 31 October 2018 increased by well over double the growth in the Australian market. • In terms of market position, both DCC and FPA have performed competitively, a trend evident in the second half of 2018 where the QANTM group grew at above the market rate for patent applications. • Trade Marks has continued its strong trend evident in the second half of 2018 into the first four months of the 2019 financial year, with a higher revenue and EBITDA contribution than pcp. • The strong performance of our legal and litigation business in 2018 has likewise continued into the first four months of 2019. • Overall QANTM’s service revenue trend is positive. In total, service revenue on a like-for-like basis is showing around a 10 per cent increase relative to the same period in FY 2018. • EBITDA after FX to the end of October, displaying an increase, on a like-for-like basis, of around 30 per cent, relative to pcp. A transcript of the addresses and presentation delivered by the Chairman, Richard England and Managing Director, Leon Allen, are attached.
QANTM INTELLECTUAL PROPERTY LIMITED ASX ANNOUNCEMENT For further information: Martin Cleaver Chief Financial Officer and Company Secretary Phone: + 61 (0) 3 9254 2666 Email: mcleaver@qantmip.com Attachments: Annual General Meeting Addresses and Presentation, November 2018 About QANTM Intellectual Property QANTM Intellectual Property Limited (ASX: QIP) is the owner of leading intellectual property (IP) companies Davies Collison Cave Pty Ltd (DCC), FPA Patent Attorneys Pty Ltd (FPA) and Advanz Fidelis IP Sdn Bhd. With more than 140 highly qualified professionals and over 270 years’ combined history, the QANTM Group has a strong track record in providing IP services to a broad range of Australian and international clients, ranging from start-up technology businesses to Fortune 500 multinationals, public research institutions and universities. Page 2 of 11
QANTM INTELLECTUAL PROPERTY LIMITED ASX ANNOUNCEMENT Chairman’s Address Proposed Merger of QANTM and Xenith by Scheme of Arrangement Shareholders will be aware of the ASX announcement that QANTM made on Tuesday of this week in association with the Xenith IP Group. The announcement was for a proposed merger, by scheme of arrangement, of the two listed intellectual property groups. The proposed merger will create Australia’s leading provider of intellectual property origination services, with an unparalleled portfolio of industry leading and independent IP service businesses. The proposed merger is a key development in the evolution of your company and in the intellectual property sector. It is the view of your board that this is a logical combination of two complementary groups, with a strong alignment of strategies and culture, that will enhance the market position, growth opportunities and range of services in Australia, New Zealand and in Asia. It will provide a beneficial outcome for the respective clients of QANTM and Xenith, the shareholders of both Groups, as well as enhance the career prospects of our current and future employees. The proposed merger is also consistent with QANTM’s strategic framework which is aimed at positioning QANTM, and now the proposed combined group, as a leading global provider of originating intellectual property services. Leon will address some of the main elements of the proposed merger, its strategic rationale and key benefits in more detail. Before I turn to a brief overview of 2018, I want to make some comments about an IPH Limited release issued on Tuesday just after QANTM had announced its proposed merger with Xenith. This related to an indicative, preliminary, conditional and non-binding proposal, to acquire QANTM. After detailed engagement with IPH, it was clear that the IPH Indicative Proposal was not capable of being progressed, for the following reasons: - IPH’s opportunistic indicative proposal did not meet QANTM’s expectations on price; - IPH was not prepared to conduct due diligence and enter into an appropriate legal agreement prior to an ASX announcement; and - There were material regulatory risks. Meanwhile, QANTM was well advanced in collaborative and detailed discussions with Xenith, which commenced a year ago. This process involved due diligence, a Scheme Implementation Agreement, and an independent assessment of synergies. Page 3 of 11
QANTM INTELLECTUAL PROPERTY LIMITED ASX ANNOUNCEMENT The Board of QANTM, with input from its advisers, determined that the proposed merger with Xenith, on the terms detailed in our ASX release, creates shareholder value in the long term. There is strong cultural and strategic alignment between the two groups, and I would emphasise in a business where people are the main assets, this is an important consideration and goes to value. The proposed transaction accelerates all of QIP’s strategic pillars of market leadership, creating a scaleable platform for growth in Asia, and improved productivity and efficiency. Turning now to address some of the key features of the QANTM business in the 2018 financial year. There were some important advances in our service offering to our clients and strengthening of our organisational capabilities. Likewise, areas of governance and aspects of culture and diversity, that form part of the Board’s oversight, were also advanced. The details of the 2018 financial results have been provided in the annual report and I do not propose to go through these results in detail. What I would observe is that financially, 2018 was a year of two halves. After a subdued commencement to the 2018 financial year, we saw a recovery in the second half in terms of revenues, EBITDA and reported profit. This table shows the first half and second half splits, and the annual totals. I am pleased to observe that the strengthening financial profile we observed in the second half of 2018 has continued into the first four months of the 2019 financial year. Leon will provide more details of this. Overall, the 2018 financial year saw a subdued performance in the patent application and prosecution business. This is obviously significant for the company as patents account for around 70 per cent of the group’s revenue. Australian patent applications declined 6.2 per cent for the year, mainly associated with a lower level of foreign sourced, Australian patent work, particularly prosecution and advisory work. Overall QANTM group patent applications from all sources, declined marginally, down 0.6%. We were encouraged by all the evident signs of recovery in the second half. In regard to the 2018 financial year: • QANTM saw a second half recovery in its Australian patent business market share to levels similar to those in 2015–2017; • QANTM’s patent applications in the second half of 2018 increased by 12 per cent compared to the first half; • in fact, QANTM’s application growth in the second half of FY 2018 eclipsed the overall rate of Australian patent market applications four fold. These factors led to an encouraging trend in overall revenues which increased 6.7 per cent compared with the first half, with a strengthening in other financial characteristics as indicated. Trade marks had a very solid year. Revenue from our trade mark business constitutes about 19 per cent of total group revenues and was underpinned by a 3 per cent increase Page 4 of 11
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