bunjicorporation limited to be renamed pure foods … · 2020-02-27 · disclaimer this...

PURE FOODS TASMANIA LTDA$3M Public Offer with the ability to accept oversubscriptions of up to $500k

Bunji Corporation Limited to be Renamed

DISCLAIMERThis presentation has been prepared BunjiCorporation Limited (to be renamed “Pure Foods Tasmania Limited”) (Company) in relation to an offer of 15,000,000 Shares at an issue price of $0.20 each to raise $3,000,000 before costs (with the ability to accept oversubscriptions of up to an additional $500,000) (Public Offer). This presentation does not purport to contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of the Company’s assets and liabilities, financial position and performance, profits, losses and prospects. You should not treat the contents of this presentation, or any information provided in connection with it, as financial advice, financial product advice or advice relating to legal, taxation or investment matters. A recipient of this presentation must make their own assessment of the matters contained herein and rely on their own investigations and judgment in making an investment in the Company. In this regard, investors should read the Company’s prospectus lodged with ASIC and ASX on 31 January 2020 prior to making an investment in the Company.

No representation or warranty (whether express or implied) is made by the Company or any of its officers, advisers, agents or employees as to the accuracy, completeness or reasonableness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this presentation or provided in connection with it, or any omission from this presentation, nor as to the attainability of any estimates, forecasts or projections set out in this presentation.

This presentation is provided expressly on the basis that you will carry out your own independent inquiries into the matters contained in the presentation and make your own independent decisions about the affairs, financial position or prospects of the Company. The Company reserves the right to update, amend or supplement the information at any time in its absolute discretion (without incurring any obligation to do so).

Neither the Company, nor its related bodies corporate, officers, their advisers, agents and employees accept any responsibility or liability to you or to any other person or entity arising out of this presentation including pursuant to the general law (whether for negligence, under statute or otherwise), or under the Australian Securities and Investments Commission Act 2001, Corporations Act 2001, Competition and Consumer Act 2010 or any corresponding provision of any Australian state or territory legislation (or the law of any similar legislation in any other jurisdiction), or similar provision under any applicable law. Any such responsibility or liability is, to the maximum extent permitted by law, expressly disclaimed and excluded.

Nothing in this material should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. It does not include all available information and should not be used in isolation as a basis to invest in the Company.

Future Matters This presentation contains reference to certain intentions, expectations, future plans, strategy and prospects of the Company. Those intentions, expectations, future plans, strategy and prospects may or may not be achieved. They are based on certain assumptions, which may not be met or on which views may differ and may be affected by known and unknown risks. The performance and operations of the Company may be influenced by a number of factors, many of which are outside the control of the Company. No representation or warranty, express or implied, is made by the Company, or any of its directors, officers, employees, advisers or agents that any intentions, expectations or plans will be achieved either totally or partially or that any particular rate of return will be achieved. Given the risks and uncertainties that may cause the Company’s actual future results, performance or achievements to be materially different from those expected, planned or intended, recipients should not place undue reliance on these intentions, expectations, future plans, strategy and prospects.

The Company does not warrant or represent that the actual results, performance or achievements will be as expected, planned or intended.

Not a Recommendation or Financial AdviceThe information in this presentation is not a recommendation to subscribe for securities in the Company and does not constitute financial advice. Any person who intends to subscribe for securities must conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis. Prospective investors should consult their own legal, accounting and financial advisers about an investment in the Company

US Disclosure This document does not constitute any part of any offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of any “US person” as defined in Regulation S under the US Securities Act of 1993 (“Securities Act”). The Company’s shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US person without being so registered or pursuant to an exemption from registration including an exemption for qualified institutional buyers.

Pure Foods Tasmania - Investor Presentation (February 2020)

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INVESTMENT HIGHLIGHTS

Established Business Primed for Growth Existing revenue generating business with a defined organic and M&A growth strategy, which will focus on the acquisition of synergistic or complementary food/beverage businesses in Tasmania.

Experienced BoardExperienced and well-connected Board well placed to oversee the Company’s operations and implement its growth strategy. Managing Director Michael Cooper has significant experience and strong track record in the food and beverage industry.

Established Brand and Leading ProduceTasmania is known world-wide for its pure fresh foods and pristine growing conditions. Tasmanian Pate and Woodbridge Smokehouse are established brands known for producing premium quality Tasmanian produce.

Leading Customers and Distribution Networks Established distribution networks and export channels. Customers are varied and include high end food services and retailers as well as major supermarkets. Well known customers include Cathay Pacific and leading retailers Woolworths, Aldi, Costco and IGA.


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TRANSACTION OVERVIEW

Bunji Corporation Limited to acquire 100% of Pure Foods Tasmania Pty Ltd, which owns and operates two Tasmanian food businesses: Tasmanian Pate and Woodbridge Smokehouse.


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1 Comprised of existing Shares and Shares to be issued to PFT Vendors, Lead Manager and on conversion of existing Convertible Loans

2 Comprised of existing Options and Options to be issued to PFT vendors, Lead Manager and incoming Directors

3 Based on $3m minimum subscription. The Company may accept oversubscriptions of up to an additional $500k.

4 Market cap ($9.4m) plus total liabilities ($1.16m) less total current assets ($5.14m)

Capital Structure at Listing NUMBER %

Shares on completion of Acquisition1 32,000,000 68.1%

Public Offer Shares3 15,000,000 31.9%

Total Shares at listing 47,000,000 100%

Total Options2 12,800,000 100%

Offer Price $0.20

Market Capitalisation3 $9.40m

Enterprise Value4 $5.42m

Bunji Corporation Limitedto be renamed

Pure Foods Tasmania Ltd

Pure Foods Tasmania Pty Ltd

Pure Foods Tasmania No1 Pty Ltd

Tasmanian Pate

Pure Foods Tasmania No2 Pty Ltd

Woodbridge Smokehouse

BOARD LISTING


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Malcolm McAullyNon-Executive Chairman

Mr McAully is an experienced company director having held various roles in a diverse range of industries including financial services, agribusiness, technology manufacturing, human resource management and food manufacturing.

Michael CooperManaging Director

Mr Cooper has over 28 years’ experience in senior executive roles in the food and beverage industry. He was the Managing Director of Juicy Isle Pty Ltd and in 2015 sold his family interest to Myer Family Investments.

Alexander BeardNon-Executive Director

Mr Beard is the former CEO of CVC Limited (ASX:CVC) and is on the Board of a number of ASX listed companies. He has extensive experience with investee businesses, both in providing advice and in direct management roles, especially bringing management expertise to early stage businesses.

Ken FlemingNon-Executive Director

Mr Fleming has extensive experience in capital markets and has held senior roles at Deutsche Bank, James Capel Australia and Tricom. He has also worked in the Australian public service sector and at KPMG.

TASMANIAN PATE

▸ Established in 1996 and now one of Australia’s largest pate businesses

▸ Recently completed a move to large purpose-built facility in Mornington, Hobart which provides capacity for organic growth. A six-year lease with option to renew for a further six years

▸ Use of funds will include purchase of P&E to automate production to improve operating efficiencies

▸ Produces a wide range of premium pates in a variety of packaging sizes

▸ Key customers include major supermarkets Woolworths, Aldi, Costco and IGA

▸ Main Australian competitors include Normandie Foods and Maggie Beer


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WOODBRIDGE SMOKEHOUSE

▸ Established in 2004

▸ Producer of ultra premium Tasmanian smoked salmon and trout

▸ Trout and salmon are sourced from Tasmanian waters which is considered a pristine breeding environment

▸ Purpose built smokehouse and processing facility located on a 25-acre apple orchard on the south-east cost of Tasmania. Lease expires November 2020 with Woodbridge having a 5 year renewal option

▸ Produces a range of hot and cold smoked trout and salmon products using natural100% Australian ingredients, and marketed as higher quality ‘niche’ products

▸ ~60% of products are exported to Asian markets. Major Australian customers include Cathay Pacific, Little Farms Pte Ltd, David Jones and Hill Street Grocer

▸ Competitors are varied as a significant percentage of products are exported. In Australia, there are a number of niche and smaller operators which compete in the premium smoked salmon and trout market.


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GROWTH STRATEGY


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Organic Growth▸ Organic growth strategy to be led by Managing Director

Michael Cooper who has significant experience and a strong track record in the food and beverage industry

▸ Increased penetration of existing markets and entry into new markets, with a focus on exports and new product development

▸ Tasmanian Pate’s recent move to purpose built facilities in Mornington to provide capacity for increased production

▸ Purchase of new P&E to automate production for Tasmanian Pate

Growth Through Acquisition▸ Well connected Board to oversee the Company’s M&A growth

strategy which will focus on the acquisition of complementary, synergistic and similar premium food/ beverage businesses in Tasmania

▸ ASX listing to provide PFT with better access to capital and ability to offer listed shares as consideration for potential acquisitions

▸ Preliminary / early stage discussions with a number of potential acquisition targets

PFT HISTORICAL FINANCIAL PERFORMANCE


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FY17 ($) FY18 ($) FY19 ($)

Sales 3,119,334 3,580,782 3,789,405

COGS 2,144,813 2,574,751 2,478,721

Gross Profit 974,521 1,006,031 1,310,684

Expenses 1,125,142 1,576,053 1,329,045

EBITDA 189,797 (310,087) 144,678

Profit after Tax 56,952 (499,563)1 (322,158)2

Notes1 During FY18, PFT implemented an aggressive strategy to increase sales revenue and reduce costs. This resulted in additional costs related to promotion,

travel, marketing, etc. In addition, PFT also undertook an extensive review of operating efficiencies, input product costs, packaging and processes at Woodbridge Smokehouse. As a result of incurring these additional costs and conducting this review, PFT has achieved lower costs of production, lower raw product costs, product rationalisation (improving productivity and operating efficiency) and price increases on the sale of its products.

2 As detailed in Section 6 of the Prospectus, the Investigating Accountant determined that an impairment of $334,000 in respect of intangible assets should have been recognised as at 30 June 2019, resulting in an after tax loss of $(322,158) for FY19 (previously a $11,842 profit after tax).

CONDENSED PRO FORMA BALANCE SHEET


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Minimum subscription

($)

Maximum subscription

($)

Current Assets 4,678,924 5,148,924

Non-Current Assets 1,276,712 1,276,712

- Intangibles 782,402 782,402

Total Non Current Assets 2,059,114 2,059,114

TOTAL ASSETS 6,738,038 7,208,038

Current Liabilities 1,013,068 1,013,068

Non-Current Liabilities 153,351 153,351

TOTAL LIABILITIES 1,166,419 1,166,419

NET ASSETS 5,571,619 6,041,619

▸ This is a condensed pro forma balance sheet of the Company as at 30 June 2019, adjusted for subsequent events and assuming completion of the PFT acquisition and the Public Offer

▸ This condensed balance sheet should be read in conjunction with the Investigating Accountant Report in section 6 of the Prospectus

PROPOSED USE OF FUNDS


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$ %

Plant & Equipment 1,000,000 28.57

Business Development & Marketing 600,000 17.14

New product development 200,000 5.71

Working Capital 1,122,489 32.07

Costs of the Public Offer 577,511 16.50

Total 3,500,000 100.00

▸ Based on $3M minimum subscription and includes proposed use of $500k raised from recent convertible loan raising

▸ The Company anticipates that a portion of working capital will be allocated to potential costs associated with acquisition growth strategy

▸ If oversubscriptions are accepted, additional funds will be used for marketing, new product development and working capital

KEY RISKS


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Key risks associated with an investment in the Company are set out in Section 4 of the Prospectus. Key risks which could adversely impact on the Company and its operating and financial performance and condition include:

▸ Business strategy risk: the Company may fail to execute its business strategy

▸ Key customers and suppliers risk: the loss of any significant customer and/or supplier

▸ Export and distribution risk: the loss or disruption of a distribution channel and/or export market

▸ Food safety, handling and product quality and liability risk: the occurrence of any food safety incidents (such as tampering or contamination) and retailing food for human consumption generally carries an inherent risk of product liability

▸ Prior year losses and future capital needs: PFT made losses during FY 2018 and FY 2019 and may require further funds in order to fund transaction costs/acquisition consideration in relation to its acquisition strategy.

▸ Dependence on key personnel risk: the loss of any Director or Senior Management

▸ Consumer demand risk: the demand for the Company’s products may fall

▸ Brand and reputation: the reputation and value of the Tasmanian Pate and Woodbridge Smokehouse brands may be adversely affected by a range of factors

▸ Workplace health and safety risk: the PFT businesses involve operations which are inherently risk for staff employed in particular areas

bunjicorporation limited to be renamed pure foods … · 2020-02-27 · disclaimer this...

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