Wakefield Health Limited Investor presentation 16 September 2011 PAGE 1
Important notice • The information in this presentation, dated 16 September 2011 (“Presentation”), is an overview and does not contain all infor mation necessary to make an investment decision. It is intended to constitute a non- exhaustive summary of certain information relating to Wakefield Health Limited (“WFD”). • This presentation has been prepared in connection with a proposed fund raising to be undertaken by way of a placement of WFD shares to institutional investors. • This presentation is not an offer of WFD shares for subscription. The terms of any offer, if made, will be set out in a formal offer document. To the extent of any inconsistency between the offer document and this Presentation, the offer document will prevail. • Any offer to participate in the placement, if made, will only be made to persons who are not, or who are not required to be treated as, members of the public in New Zealand for the purposes of the Securities Act 1978. No person who is, or who is required to be treated as, a member of the public in New Zealand will be entitled to participate in the proposed placement. • Recipients have signed a Confidentiality Agreement in favour of WFD and use of this Presentation is subject in all respects to the terms and conditions of that Confidentiality Agreement, including the rules in relation to insider trading in respect of WFD shares. • The information in this Presentation does not purport to be a complete description of WFD or the proposed fundraising. In making an investment decision, investors must rely on their own examination of WFD, including the merits and risks involved. Investors should consult with their own legal, tax, business and/or financial advisors in connection with any acquisition of shares. • The information contained in this Presentation has been prepared in good faith by, and is the sole responsibility of, WFD. No representation or warranty, express or implied, is made as to the fairness, accuracy, adequacy or reliability of any statements, estimates or opinions or other information contained in this presentation, or as to the reasonableness of any assumption any of which may change without notice. To the maximum extent permitted by law, WFD, its directors, officers, employees, agents and advisors (including Cameron Partners Limited and its affiliates and any of their respective directors, officers, employees, representatives or advisers) disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence on the part of WFD, its directors, officers, employees, agents and advisors (including Cameron Partners Limited and its affiliates and any of their respective directors, officers, employees, representatives or advisers)) for any direct or indirect loss or damage which may be suffered by any recipient through use of or reliance on anything contained in, or omitted from, this Presentation. • This Presentation is not a prospectus, investment statement or disclosure or offer document. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, shares in the United States. Shares may not be offered or sold in the United States unless the shares have been registered under the U.S. Securities Act of 1 933, as amended (“US Securities Act”), or an exemption from registration is available. • Any prospective or pro forma financial information contained in this Presentation necessarily is based upon a number of estimates and assumptions that, while presented with numerical specificity and considered reasonable by WFD, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of WFD, and upon estimates and assumptions with respect to future business decisions which are subject to change. The inclusion of any such information in the Presentation should not be regarded as a representation or warranty with respect to its accuracy or the accuracy of the underlying estimates or assumptions or that WFD will achieve or is likely to achieve any particular resul ts. Such information also assumes the success of WFD’s business strategies. The success of the strategies is subject to uncertainties and contingencies beyond WFD’s control, and no assurance can be given t hat the strategies will be effective or that the anticipated benefits from the strategies will be realised in any particular period. Accordingly, there can be no assurance that such results will be realised and any variance from actual results may be material. Prospective investors are cautioned not to place undue reliance on any such information. • All information within this Presentation is current as at 7 September 2011 . WFD will not be responsible for updating, or providing any updates, to this information following this date. • All dollar amounts are in NZ$ unless otherwise stated. PAGE 2
Overview Executive summary 1. About Wakefield 2. Acquisitions 3. Equity capital raising programme 4. PAGE 3
1. Executive summary PAGE 4
1. Executive summary The capital raise WFD is seeking to raise new equity capital to partially fund the recent Norfolk and Endoscopy / Laparoscopy Auckland (EA/LA) acquisitions and maintain balance sheet capacity for future investment needs Placement Share purchase plan (SPP) Structure Structure Offered to existing institutional / cornerstone Offered to non-placement shareholders in proportion to current SPP shareholders. Subscriptions beyond shareholdings (subject to 20% Takeovers Code $3m maximum permitted to the extent $3m limit) top-up is undersubscribed Mechanism to enable placement shareholders Price to subscribe for their full allocation at the Lower of placement price or average completion of the SPP / top-up, subject to NZX end of day market price of WFD shares Top-up rule 7.3.5, Takeovers Code and programme on the NZSX over the SPP offer period headroom $1m $15m Record Date Under-subscriptions offered pro rata to 5 October 2011 existing institutional / cornerstone Placement shareholders, or new investors if there is a $11m Top-up material shortfall Price Structure $4.85 per share Selected eligible shareholders. Allocation based pro-rata on pre capital raise shareholding Pricing and timing per SPP New shares will not be entitled to receive the interim $1m pool dividend for the half year ending 30 September 2011 Executive summary | About Wakefield | Acquisitions | Capital raising PAGE 5
1. Executive summary Use of funds The capital will finance, in part, the acquisition of interests in two businesses Owns 60% of Grace Hospital in Tauranga Modern and scalable facility, constructed in 2007 Debt $24m Only private hospital in the Tauranga / Whakatane 100% of $16m region Norfolk Exposure to favourable population demographics Equity $15m $7m Specialist providers of Endoscopy and Laparoscopic surgical services 30% of Operates from a modern, purpose built facility in Sources Uses Endoscopy/ Epsom, Auckland Laparoscopy Strong brands and substantial market share in Net debt / EV* Auckland target markets Pre-capital raise & acquisitions 16.3% Entry point for WFD into the Auckland market Post-capital raise & acquisitions 25.6% *Source: Capital IQ 7 September 2009. Based on $15m capital raised, share price of $5.10, acquisition costs as above and balance financed with debt. Net debt calculated using FY11 figures, and includes interest swap liability of $519k Executive summary | About Wakefield | Acquisitions | Capital raising PAGE 6
1. Executive summary Investment highlights An aging population is expected to boost demand for healthcare Exposure to favourable long- Constrained public finances limit the ability of the public sector to provide hospital capacity term trends Development of new treatments only available privately and higher healthcare expectations Grace Hospital is modern, scalable and low maintenance, and has an excellent market position Acquisition of EA / LA assets, providing exposure to a wealthy and growing Auckland market ...through quality assets ... Wakefield is the largest private hospital in central New Zealand Redevelopment of Bowen hospital provides new facilities and increased capacity Placement priced at 5.6x FY11 EBITDA , against an average of 8.3x, for selected comparable ....at a discount to peers comparable peers ... P/NTA of 1.0x Twelve-month average daily volume of 4,978 shares makes it challenging to acquire material stakes Provides an opportunity to acquire shares efficiently ...without liquidity challenges The proposed equity capital raise provides exposure to favourable long-term trends, at a discount to comparable peers Executive summary | About Wakefield | Acquisitions | Capital raising PAGE 7
2. About Wakefield PAGE 8
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