$3bn plus take-private bid looks well placed Local firm makes $1bn take-private bid Full exit planned in $650m plus IPO JUNE 2014 · Year 22 No 242 Image: Peters ice cream Story page 22 CONTENTS FEATURES DATA ANALYSIS POINTS TO OPPORTUNITIES ACQUIRER WILL NOT LEAVE PETERS IN DEEP FREEZE REARVIEW MIRROR 17 22 24 EDITOR’S LETTER PEOPLE MOVES INVESTEE NEWS Medical research fund should include commercialisation3 Managing director leaves mid-market firm 15 QIC appoints head of new multi-asset role 15 Misev rejoins Towers Watson 16 Knights takes chair of tourist app business16 Global executive joins board of wireless power company 16 Private equity specialist establishes advisory business 16 Small business software acquisition INVESTMENT ACTIVITY Shares Chart $3bn plus take-private bid looks well placed 5 Local firm makes $1bn take-private bid5 Mid-market firm invests in cancer care12 Drug developer attracts global investors and $US45m 12 $50m invested in manufactured homes estates 13 Hackett invests in new battery technology15 $2m Chinese investment for solar start-up15 Micro cap plans to take out US venture investors 15 Shares Chart PERFORMANCE Full exit planned in $650m plus IPO 7 Successful float provides $169m partial exit 7 $1.75bn investee makes promising 8 ASX return Private equity investee in receivership 8 New float attempt for hotels operator9 International trade sale provides quick exit 9 Global firms pass the baton on local investment10 Exit to return venture capital investors $US75m 11 Private equity outperforms ASX over 12 months 11 Venture firms exit laser optical company13 NEWS AVCAL criticises budget’s lack of planning7 Regulations proposed for crowd sourced equity funding 8 Access sought to Significant Investor Visa funding 9 Australian incubator ‘best in the world’13 Telstra to support projects in research institutions 14 First space technology accelerator 14 15 CONFERENCES & ROUNDTABLES Dealing with disruptive technologies 16 Coming Events Coming Events 27 28 NEW FUNDS & FUNDRAISING Medical research fund Australian Private Equity & Venture Capital Journal 6 JUNE 2014 · Year 22 No 242 | 2 Editor’s Letter MEDICAL RESEARCH FUND SHOULD INCLUDE COMMERCIALISATION T he $20 billion Medical Research Future Fund announced in the federal budget received a subdued welcome from the Australian venture capital community. This was not surprising in the circumstances. The outline of the fund made no mention of commercialisation. Meanwhile, the budget papers announced abolition of the Innovation Investment Fund (IIF) program, Commercialisation Australia, Enterprise Connect and Industry Innovation Precincts to save $845.6 million. Funding for the Cooperative Research Centres and Clean Technology (Investment and Innovation) programs are also to be reduced over the next five years to save $124.7 million. All of these programs specifically assist innovation and commercialisation whereas the Medical Research Future Fund is expected to be directed solely towards medical research. Australia has a strong record in medical research but we have been less successful in commercialising medical technologies and other scientific discoveries. Another reason for concern is that the process of establishing the Medical Research Future Fund is likely to become embroiled in party politics. The fund is to be largely financed by the proposed Medicare copayment which will require most people to pay $7 for a visit to a doctor. Labor has said it will oppose this legislation in the Senate, a move that the Coalition would no doubt have anticipated. So is the Medical Research Future Fund a real commitment to medical research or more a political trap set for the Opposition if it opposes the Medicare co-payment? The scant details in the budget papers suggest the latter. Establishing the fund is tied entirely to the Coalition getting the most contentious part of its budget legislation through the Senate. Politics aside, the fund would be of most benefit to the economy if it were to finance commercialisation as well as pure research. Administration of the fund is to be the responsibility of the board of guardians of the Future Fund. The Australian venture capital sector will be unlikely to receive investment in the accumulation phase of the fund. Local venture capital funds are simply too small to be allocated direct investments from a fund of the planned scale. But this does not mean the fund would not be able to assist the local venture capital sector. The fund is scheduled to accumulate capital of $20 billion by 2020 and then distribute $1 billion a year in perpetuity. These two objectives would be best served by separate mandates and separate investment teams. The guardians of the Future Fund and their investment team could be given free rein to build capital through international investment, just as they are doing for the Future Fund. A separate team could then be assembled to invest distributions in Australian research and commercialisation. Meanwhile, what was in the budget to ensure innovation and commercialisation contribute to building the strong and prosperous economy the government says it is targeting? There is the Entrepreneurs’ Infrastructure Program to which $484.2 million will be provided over five years. This is to focus on “supporting the commercialisation of good ideas”. Apart from that, it sounds more like a general assistance program for small business rather than the targeted Commercialisation Australia. AUSTRALIAN PRIVATE EQUITY & VENTURE CAPITAL JOURNAL Owned and Published by PRIVATE EQUITY MEDIA PO BOX 510, Five Dock, NSW 2040 P: 02 9712 1350 www.privateequitymedia.com.au MANAGING EDITOR Adrian Herbert P: 02 9712 1350 M: 0407 226 142 E: adrian.herbert@ privateequitymedia.com.au NATIONAL ADVERTISING MANAGER Philip Thomson P: 02 9489 0033 M: 0419 757 211 E: pthomson@ marketingforesight.com.au DESIGNER Odette Boulton Australian Private Equity & Venture Capital Journal is an Independent publication. The Journal welcomes editorial contributions. All opinions are those of the authors. All material copyright Australian Private Equity & Venture Capital Journal and individual authors. ISSN number: 1038–4324 ADRIAN HERBERT Managing Editor, Australian Private Equity & Venture Capital Journal Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 3 Wherever you are, you’re never that far from an experienced private equity team You may be aware of our experienced and highly rated Australian private equity team. You may be less familiar with our global private equity team which can assist with all your offshore needs. Whether you are considering acquiring a business with offshore operations, looking to refinance in offshore markets or negotiating an exit to an offshore buyer or via a listing on NASDAQ, our global team can assist. We have offices in over 50 cities and offer private equity experience in all established markets around the world. Contact: Richard G Lewis, Head of Private Equity - Asia Pacific [email protected] +61 2 9330 8092 Law around the world nortonrosefulbright.com North America | Europe | Asia Pacific | Middle East | Africa | Latin America INVESTMENT ACTIVITY $3bn plus take-private bid looks well placed Kohlberg Kravis Roberts (KKR) appears well positioned to succeed with a takeprivate bid for Treasury Wine Estates (ASX: TWE) despite the company rejecting the offer and announcing an extensive turnaround strategy. KKR has submitted an indicative $3.05 billion proposal to Treasury under which it would acquire all outstanding shares through a scheme of arrangement for a cash price of $4.70 a share. According to KKR the price represents of premium of: • 27 per cent of the closing share price on 15 April of $3.69 per share, the day prior to KKR approaching Treasury; • 28 per cent to the one month volume weighted average share price on 15 April of $3.68 per share; and • 29 per cent premium to the median broker consensus target price for Treasury of $3.64 per share which remained unchanged since 15 April. Treasury announced on 20 May that it had rejected an offer from KKR. Later that day KKR confirmed details of its offer which it stated had been made more than a month earlier on 16 April. KKR said it had not executed a nondisclosure agreement with Treasury and its requests for access to the company’s records had not been provided. Treasury, however, said that KKR had requested at the outset that its proposal be kept confidential. The Treasury board had then decided that, in order to have meaningful discussions, it was important to preserve confidentiality and that premature disclosure would be contrary to the interests of shareholders, especially given the highly conditional nature of the proposal. Treasury had decided to reveal the bid after learning, after the ASX market closed on 19 May, that KKR and its advisors had spoken to one or more of its shareholders and therefore there was a risk that the confidentiality of the offer had been lost. In its announcement, KKR also confirmed that its advisors had “held discussions with certain shareholders of Treasury on a wallcrossed, confidential basis and subject to appropriate confidentiality protocols”. This suggests that KKR is seeking at least in principle backing for its proposal from international institutional investors who are likely to look favourably on a change of control but would probably want a significantly larger premium than that currently on offer. News of the offer quickly sent the share price well above $5, territory it had not been in since November. The shares were still trading around $4.92 on 6 June. Treasury has performed poorly since it was spun off from former parent Fosters Group in May 2011 and has made a number of management blunders. Over much the same period, Accolade Wines has significantly reduced costs under ownership of CHAMP Private Equity and is now seeking to shift the balance of its range toward more expensive, more profitable brands. Under CHAMP, Accolade also entered into cooperative production arrangements with Treasury which enabled it to cut its workforce by close to 10 percent. Last year Treasury wrote down the value of its US business by more than $150 million. This followed decisions to destroy six million bottles of unsold wine, some of which had passed its use by date, and to heavily discount other low value stock. Chief executive David Dearie departed the business after that episode with nonexecutive director Warwick Every-Burns taking over as interim chief executive. In January this year the company had announced a profit downgrade for the current financial year as a result of wine sales dropping substantially over the Christmas period. The full year profit forecast was reduced from $230 million to $250 million to $190 million to $210 million. Current chief executive Michael Clarke joined Treasury in March and in April stated that a turnaround strategy was required to “ build the strength of Treasury’s brands marketing and sales capabilities while addressing the company’s cost base”. In response to KKR’s offer, Clarke announced a 50 per cent increase in consumer marketing spending in the new financial year and $35 million in cost savings resulting primarily from cutting full time jobs across the business. KKR is likely to favour breaking up Treasury, with Constellation Brands already reported to have shown interest Australian Private Equity & Venture Capital Journal in the US operations which are based on the low value Beringer brand. This process could help in boosting the value of the company’s high value brands such as Rosemount and jewel in the crown Penfolds maker of the world famous Grange Hermitage. King & Wood Mallesons is KKR’s legal adviser on the Treasury bid. INVESTMENT ACTIVITY Local firm makes $1bn takeprivate bid Pacific Equity Partners (PEP) has made a $1billion plus take-private bid for compliance and risk management company SAI Global (ASX: SAI). SAI announced the indicative proposal on 26 May along with reporting that it was parting company immediately with chief executive Stephen Porges who had only held the position for four months. On 2 June, the company effectively put itself up for sale or break up by issuing a statement that it would conduct “a formal process to review strategic options”. SAI said that following the approach from PEP it had been approached by a number of other parties expressing interest in the company and its businesses. PEP proposes acquiring all outstanding shares in SAI for $5.10 to $5.25 a share through a scheme of arrangement. According to PEP, the range represents multiples of approximately: • 1 2.1-12.4 x enterprise value/ earnings before interest, tax depreciation and amortisation (EBITDA) estimated for the current financial year; • 1 8.4-18.8 x enterprise value/ earnings before interest and tax (EBIT) estimated for the current financial year. In addition, as at 23 May 2014, the price range represented: •A 23-27 per cent premium to the 90day volume weighted average price of the shares; •A 19-23 per cent premium to the closing share price prior to the bid being made ($4.28). PEP stated that its proposal had been submitted to SAI on 15 May. SAI responded saying its board had not formed a view on the merits of the proposal but was open to engaging with JUNE 2014 · Year 22 No 242 | 5 PEP to determine whether a binding proposal could be developed that the SAI board would be prepared to put to shareholders. Macquarie Capital and Gilbert & Tobin are advising SAI. Citi and Allen & Overy are advising PEP. SAI said its prior guidance on performance for the current financial year remained unchanged; that underlying performance would be in line with that of the previous year. The company noted, however, that it would have to bear costs of about $7 million associated with laying off staff and consolidating some offices; changes that would lead to cost savings from 2015. Costs of terminating the chief executive would be additional. The company said its board and management were continuing to work on opportunities to improve operational efficiencies and anticipated announcing further restructuring costs and benefits at the time of the full year results in August. SAI chairman Andrew Dutton has taken on the role of executive chairman until a new chief executive is recruited or, presumably, until the business is sold. Dutton, who has been on the board for six years, has held senior executive roles with multinational companies in IT and financial services including IBM and Visa International. According to SAI’s announcement, the board decided to terminate the chief executive a result of fundamental differences of opinion between it and Porges. The differences primarily concerned the detail and pace of implementation of the company’s strategic business improvement objectives. The board had decided these differences were unresolvable in the week prior to the announcement. Citi is financial adviser and Allen & Overy legal adviser to PEP. Macquarie Capital is financial adviser and Gilbert & Tobin legal adviser to SAI Global. NEW FUNDS & FUNDRAISING Medical research fund The Medical Research Future Fund promised in the federal budget is scheduled to be established in January 2015 with Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 6 approximately $1 billion in uncommitted funds from the existing Health and Hospitals Fund to be transferred to it. All health reform savings resulting from the current budget are then to be channelled into the fund and reinvested until the fund reaches $20 billion. This target is estimated to be reached by 2020 after which the capital base is set to be preserved in perpetuity. At this scale, the fund would be one of the largest medical research funds globally. The net earnings from the fund are to serve as a permanent revenue stream primarily to the National Health and Medical Research Council (NMRC). The fund is expected to distribute around $1 billion a year into medical research from 2022-23. This will roughly double the government’s direct funding to medical research. The fund is to be managed by the Future Fund Board of Guardians. No further details have yet been provided by the government. PERFORMANCE Full exit planned in $650m plus IPO Pacific Equity Partners (PEP) is to exit its entire 50 per cent stake in an IPO of paper products company SCA Hygiene Australasia, which is to be floated on the ASX as Asaleo Care. A prospectus for the float was lodged with ASIC on 2 June and the company is scheduled to be floated on 27 June. SCA Hygiene Australasia is the manufacturer of paper products including Sorbent toilet paper and Libra feminine hygiene products. In the IPO, Asaleo is seeking to raise $650 million to $690 million with the issue of between 383.8 million and 408.9 million shares in the range $1.55 to $1.80. The final price is to be determined by a book build of institutional investors. The float will result in the company having a total of 589.5 million to 614.5 million shares on issue which will give it a market value of between $952.5 million and $1.061 billion. The current holder of the other 50 per cent of SCA Hygiene Australasia, Swedish company Svenska Cellulosa Aktiebolaget (SCA), plans to retain its investment which will be diluted to around 33 per cent in the IPO. SCA Hygiene Australasia’s earnings have improved over the last three years as a result of sales growth, investment in manufacturing plant and cost cutting including reducing staff levels by about 10 per cent. Pro forma net profit rose to $61.5 million in the 2013 calendar year from $47.6 million the previous year. In its prospectus, Asaleo forecasts a 14.7 per cent rise in pro forma net profit to $70.6 million in the current year with sales lifting 2.7 per cent to $642.2 million. Other products offered by the company include TENA incontinence pads, Handee paper towels and Deeko tableware. New Zealand manufactured Treasures nappies have recently been introduced to the Australian market. A long term agreement with SCA to continue providing SCA’s Tork brand hand towels and handwashing dispensers to commercial users is believed to have also recently been negotiated. The company’s New Zealand manufacturing plant has recently been expanded and upgraded. SCA Hygiene Australasia was built up from a unit of Carter Holt Harvey bought by SCA for $890 in 2004. PEP took a half stake in the business for around $467 million in late 2011 (APE&VCJ, Nov 11). PERFORMANCE Successful float provides $169m partial exit Quadrant Private Equity investee iSentia has successfully floated on the ASX as iSentia Group Ltd (ASX: ISD). The shares closed their first day of trading on 5 June at $2.43, an increase of 19.1 per cent on the issue price of $2.04. The float followed a successful institutional investor book build and a $283.5 million IPO. A total of 139 million shares were issued at $2.04 a share to raise $283.5 million. Of this figure, $169.3 million was to be paid to Quadrant and other pre-float owners. The enterprise value to earnings ratio for the company in the IPO was 11 times calculated on consolidated 2015 financial Australian Private Equity & Venture Capital Journal year forecast earnings before interest, tax, debt and amortisation (EBITDA). Quadrant sold down its stake in iSentia from 86 per cent to 25 per cent (50 million shares) in the IPO. The private equity firm has entered into voluntary escrow arrangements to retain this holding until the company’s 2015 financial year results are released. Quadrant is, however, permitted to exit up to half of this holding at the end of the first half of the 2015 financial year if the company’s share price stays at least 20 per cent higher than the offer price over a specified period. Chief executive John Croll and other members of the senior management team are retaining 9.8 million shares under similar conditions. A total of 200 million shares were on issue following the float. The offer price capitalised the company at $408 million and implied an enterprise value of $456 million. This rose to $486 million at the end of the first day of trading on the ASX. iSentia leads the media intelligence market in the Asia Pacific region with a 28 per cent revenue share which it claims is almost five times that of its nearest competitor . Quadrant acquired 100 per cent of Media Monitors, as iSentia was then known, in July 2010. The business has made a number of acquisitions since then expanding its coverage across the Asian region. The latest acquisition was the Australian and New Zealand media monitoring operations of news agency Australian Associated Press (AAP) late last year. Minter Ellison advised iSentia on all legal aspects of the IPO and listing. Minter Ellison also advised Quadrant on the initial acquisition of Media Monitors and advised iSentia on the acquisition of AAP’s media monitoring business. Macquarie Capital (Australia) and UBS AG Australia were joint lead managers to the float. NEWS AVCAL criticises budget’s lack of planning Industry association AVCAL has focused its criticism of the Coalition government’s first federal budget on the fact that no plan to JUNE 2014 · Year 22 No 242 | 7 develop a more internationally competitive economy was outlined, even as key innovation programs were being abolished. “Everyone was expecting to see plenty of short-term pain for businesses in this budget – that is exactly what we got,” said AVCAL chief executive Yasser El-Ansary. “But what we were also expecting to see was a plan which set out the longer-term vision for what the Australian economy will look like in the next five or ten years – the short-term strategy of deep cuts to expenditure only makes sense when you can line it up against a picture of where we are trying to get to.” El-Ansary said abolishing the Innovation Investment Fund (IIF) program represented a major set-back to Australia’s capacity to foster a stronger venture capital industry which could help develop businesses in the specific areas identified as important for future economic growth. The announced establishment of a new Medical Research Future Fund could result in greater investment in biotechnology, he said, but it would need to be designed in a way that encompassed a focus on commercialisation as well as pure research. Meanwhile, the new Entrepreneurs Infrastructure program would have to be framed around backing businesses with world-class ideas that could be supported by private sector investment from the venture capital industry. El-Ansary said the business community had regarded this budget as an opportunity to kick-start a renewed focus on lifting Australia’s competitive position in the international race for capital and skills and while a cut to the corporate income tax rate was a step in the right direction there was a lot more that needed to be done. PERFORMANCE $1.75bn investee makes promising ASX return Pacific Equity Partners (PEP) investee Spotless Group made a promising return to the ASX when it was listed on 23 May (ASX: SPO). A pre-float book build with institutional investors had resulted in shares being placed in the range $1.60 to $1.75, a little below the $1.60 to $1.85 which had originally been sought. The shares were then issued to retail investors in the IPO at $1.60. The shares opened on the ASX at $1.75 and closed first day trading at $1.715, up 7.19 per cent on the issue price. More than 87 million shares were traded over the first day. That gave Spotless a market capitalisation in excess of $1.75 billion. On 5 June the shares were trading around $1.78. PEP, which took the catering and cleaning business private just two years ago, is retaining 49.4 per cent of Spotless. An eventual complete exit of Spotless with the share price around the first day closing price would give PEP about a 2.4 times return on the $720 million it paid for the business. NEWS Regulations proposed for crowd sourced equity funding The federal government’s Corporations and Markets Advisory Committee (CAMAC) has recommended a special regulatory structure for crowd sourced equity funding. CAMAC has released a report setting out a detailed blueprint which it says will balance stimulating internet-based funding and protecting investors. CAMAC says its proposals are deregulatory in that they seek to overcome current legal impediments to crowd sourced equity funding but it believes regulations will provide the best way of protecting the interests of investors as well as issuers. A system of monetary caps is proposed to limit access to small scale enterprises such as technology start-ups but CAMAC says these should be adjustable in the light of experience. Initially it is suggested that an offer -does not exceed $2 million in any 12-month period. The report suggests that to be able to access crowd sourced equity funding businesses should be incorporated as public rather than private companies. To make this accessible, it proposes that a new classification of “exempt public company” should be created. The exempt public company status should automatically expire in certain Australian Private Equity & Venture Capital Journal circumstances or at the expiration of a prescribed maximum period. After this, the issuer would become a public company, subject to the normal compliance obligations of a public company. CAMAC considers there may be good reasons for allowing variations on the one-share one-vote equity structure. For example, it suggests that having a separate class of “founder” shares could ensure control of a company was retained by those with the original vision. Issuers should, however, be obliged to clearly set out the rights, or lack of rights, that attach to shares. Development of a standard issuer disclosure template is proposed. CAMAC suggests that any equity crowd funding offer should be conducted through a single licensed intermediary operating online only. Intermediaries would be required to take a fully professional approach to their role including carrying out due diligence on issuers. They would also be restricted from offering investment advice or soliciting for investment. Investor protections would include risk warnings and restrictions on investment of $2,500 per issuer, and $10,000 for all issuers, in any 12-month period. Industry association AVCAL has welcomed CAMAC’s report but has called for discussion on the proposed investor cap of $2,500 for investment with any single issuer. AVCAL chief executive Yasser El-Ansary said: “Australia has been lagging behind other developed economies in setting out a policy framework to support this new and evolving approach to raising equity capital by start-up businesses and because of that we have some catching up to do. “This report provides us with a comprehensive analysis of how we should move forward with facilitating a market for equity crowd funding in Australia while ensuring there are appropriate safeguards for investors who might not have significant experience of investing in high risk ventures.” PERFORMANCE Private equity investee in receivership Wolseley Private Equity investee Pacific Services Group (PSG) has been placed JUNE 2014 · Year 22 No 242 | 8 in receivership under insolvency firm KordaMentha. Pacific Services Group, which has more than 600 employees, is an amalgamation of state-based electrical contracting companies. The business was formed on the thesis that Australia-wide businesses would prefer to deal with a single national contractor rather than various contractors in different states. The first investments were made from Wolseley Partners Fund 1 in 2006 and amalgamated Elecraft in Victoria, RussellSmith in Tasmania, Boffa & Russo in South Australia and Richard Flanagan & Co in Queensland. Owner-managers of the consolidated businesses sold down their stakes with Wolseley taking majority holdings. PM Switchboards of Queensland and Hawtree Electrical of Tasmania were later added to the group. Last year, Wolseley led a $10 million injection of new capital into the business by existing investors and negotiated debt restructuring (APE&VCJ, Oct 13). PERFORMANCE New float attempt for hotels operator CVC Capital and UBS have launched a second attempt to float hotels and resorts operator Mantra Group. A total of 132,845,911 shares are to be issued at $1.80 a share to raise more than $23.9 million. The issue will be at the same price as the failed attempt in March. On completion of the new offer the total number of shares on issue will be 249,471,229. The company’s market capitalisation at the offer price will be $449 million and the enterprise value $538.1 million with pro forma debt of $89.1 million as at 31 December 2013. This indicates a price multiple of 11.2 on forecast earnings before interest, tax and amortisation (EBITA) for the 2014 financial year. Mantra chief executive Bob East is to retain a substantial holding in the business after the float. CVC separated Mantra from Stella Group after it bought Stella in February 2008 for more than $400 million. The vendor of Stella was, then ASX-listed, Gold Coastbased financial group MFS which was later renamed Octaviar. PERFORMANCE International trade sale provides quick exit Pacific Equity Partners (PEP) has exited ice cream company Peters Food Group Limited in an international trade sale less than two years after acquiring the business. Peters, one of Australia’s oldest consumer businesses, has been sold to R&R Ice Cream plc, an investee of Paris-based European private equity firm PAI Partners. Terms have not been disclosed but it has been reported that the deal values Peters at close to $450 million. Under the sale agreement, R&R will acquire Peters along with its portfolio of well known ice cream products including Drumstick, Connoisseur, Peters Original and Maxibon. PEP acquired Peters from Nestlé Australia in mid 2012 (APE&VCJ, Jul 12). The acquisition value was not disclosed but is believed to have been around $300 million. PEP appointed former Breville boss Stephen Audsley as chief executive of Peters soon after acquiring the business. PEP said that during its period of investment it had transformed Peters investing in the company’s core brands, driving substantial new product development and reducing operating costs. The company now generates annual sales of around $269 million. Based in Mulgrave, Victoria, Peters employs about 500 people across Australia. PEP managing director Tony Duthie said: “The successful transformation of the Peters business underscores our ability to combine outstanding management, operational experience and industry knowledge to individual companies, resulting in strong returns for our investors. We are pleased that a company of R&R’s pedigree will help drive the future of the Peters business alongside the existing skilled and committed Australian management team.” R&R said it was fully committed to continuing to invest in Peters and planned to retain the existing Australian leadership Australian Private Equity & Venture Capital Journal team to continue to develop the business locally as part of the broader global R&R business. Combining the two companies would help R&R further establish its position as a world leader in the ice cream market with a unique presence in both the European and Australian markets and significantly increased potential for international expansion. Audsley said Peters would remain a proudly Australian company and, with the backing of R&R, would continue to invest in its market leading brands such as Drumstick and Connoisseur. Chief executive of R&R, Ibrahim Najafi said Peters was an iconic Australian business and led the local ice cream manufacturing market. “It will be an exciting complement to R&R’s European presence. We look forward to working with Stephen and his team and accelerating our growth as one combined business,” he said. Financial advisers to PEP were Morgan Stanley while Allens provided legal advice and PWC accounting and tax advice. Financial advice to R&R was provided by Rothschild, Allen & Overy provided legal advice and KPMG accounting and tax advice. R&R was founded in the UK in 1985 as Richmond Ice Cream and after a series of mergers and acquisitions acquired Nestlé’s UK ice cream business in 2001, giving it access to Nestlé brands in the UK. In 2006, the company was acquired by Oaktree Funds and merged with German ice cream manufacturer Roncadin to form R&R Ice Cream. The rate of acquisitions then accelerated with the company growing to become Europe’s second largest producer of ice cream including own label brands as well as brands owned by companies such as Mondelez, Nestlé and Disney. R&R was acquired by PAI in mid-2013. (See feature article this issue). NEWS Access sought to Significant Investor Visa funding Venture capital and private equity access to the Significant Investor Visa (SIV) programs being sought by industry association AVCAL. AVCAL has put the industry’s case in a submission to the federal government’s review of the program. JUNE 2014 · Year 22 No 242 | 9 “The Significant Investor Visa program has proven itself to be an important part of Australia’s strategy to compete for global capital from offshore investors,” said AVCAL chief executive, Yasser El-Ansary. “But the program should be expanded in order to allow offshore investors to allocate capital to other asset classes that are critical to supporting growth of Australia’s future such as venture capital and private equity.” Since it was introduced in late 2012, the SIV program has resulted in an additional $720 million being invested in Australia by individual investors. AVCAL’s submission to the review by the Department of Immigration identifies the opportunity to deliver a significant boost to that level of investment through widening the current narrow band of “complying investments” to include venture capital and private equity. “In the venture capital sector, new investment from private individuals over the last three years has averaged $33 million each year and we think that a more expansive Significant Investor Visa program could lead to a substantial lift in that level of investment over the next few years,” said El-Ansary. AVCAL notes in its submission that other developed economies such as the US, UK, New Zealand and Singapore are using similar programs to channel offshore investment into industry sectors capable of catalysing economic growth. “There is an intense global race for capital from investors who are looking for markets that offer sustainable growth potential into the future and that’s where Australia has an opportunity to seek out investment into venture capital and private equity which will be critical to Australia’s future economic prosperity,” El-Ansary added. PERFORMANCE Global firms pass the baton on local investment The Riverside Company has exited its majority stake in Retail Zoo, the owner of the Boost Juice bars chain, AUSTRALIAN PRIVATE EQUITY HANDBOOK Order your professional practise guide The first professional practise guide specifically for the Australian private equity industry is now available directly from Private Equity Media. Order Australian Private Equity Handbook by Nick Humphrey (CCH Australia Limited RRP $95.00 inc. GST) now. Simply visit: www.privateequitymedia.com.au and click on “Subscribe” in the green toolbar to buy online. Australian Private Equity & Venture Capital Journal subscribers qualify for a special discount price of $85.00 inc. GST. We will mail your hard copy book as soon as your payment is processed. Australian Private Equity Handbook is a plain English guide to professional private equity practise in Australia covering major aspects of deal making and the establishment of a private equity fund. Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 10 to Bain Capital, as reported in May APE&VCJ. The value of Riverside’s exit is not known but it had earlier been reported that Bain Capital was prepared to pay $185 million for 70 per cent of the business. This suggests an exit multiple well in excess of two times with Riverside invested for about four years. Founders Janine and Jeff Allis are retaining a stake in Retail Zoo. Prior to Riverside’s exit they held 25 per cent and it is believed they have maintained this level of investment. Retail Zoo’s other shareholders, former Flight Centre executive Geoff Harris, Rod Young and Marc and Daniel Besen are believed to have exited their stakes which totalled around 10 per cent. In addition to Boost Juice, Chadstone, Victoria, based Retail Zoo operates three other quick service restaurant concepts – Mexican style Salsa’s, coffee bars Cibo Espresso and recently launched chicken meals focused Hatch. Across its four brands, Retail Zoo has 294 outlets in Australia plus an additional 100 Boost Juice bars in nine overseas markets. Boost Juice claims clear leadership of its market niche in Australia where it operates 218 juice and smoothie bars; Salsa’s has 51 outlets and Cibo Espresso 23, most in its home state of South Australia. A 65 per cent investment in Boost Investment Group, as the business was then known, was the first investment made by The Riverside Company after it opened a Melbourne office in early 2010 (APE&VCJ , May 10). Riverside did not reveal what it paid for that stake but it has been speculated to have been around $65 million. At that time Boost Investment Group had 240 outlets. In partnership with Riverside, Retail Zoo opened close to 50 new international outlets and added another 22 in Australia with the acquisition of Cibo Espresso in 2012. Riverside said that during its period of investment it had helped the company grow its earnings by more than 150 per cent. “We’re very pleased with how we were able to grow Retail Zoo,” said Riverside managing partner Stu Baxter. “It was a dynamic company with great managers when we made the investment and our franchising expertise and international experience allowed us to partner with that team and guide them along their journey to becoming an even more successful enterprise.” According to Baxter, Riverside’s global presence and transacting experience helped Retail Zoo successfully expand its network of stores from 240 at investment to more than 390 by exit, including almost 50 new overseas Boost Juice bars and 22 existing outlets with the acquisition of Cibo Espresso in 2012. “Retail Zoo is the vision of Janine and Jeff Allis,” said Baxter. “We partnered with them and together we invested heavily in systems, processes and talent to further accelerate the company and position it for an exciting future beyond our exit.” Janine Allis said she was grateful for the support Riverside had provided during its period of investment. Riverside’s Melbourne-based partner Simon Feiglin, Melbourne-based vicepresident Steven Spiteri and Japan-based vice-president Hiroaki Wakashita worked with Baxter throughout the investment. Riverside’s franchising sector under Jeremy Holland also provided specialised assistance including indentifying and vetting add-on acquisitions. Retail Zoo was advised by UBS, Jones Day, KPMG and Deloitte on the transaction. PERFORMANCE Exit to return venture capital investors $US75m Brandon Capital Partners and Uniseed are to exit their investments in drug developer Fibrotech Therapeutics through a $US75 million plus sale of the company. Fibrotech is to be bought by global specialty pharmaceutical company Shire plc (LSE: SHP, NASDAQ: SHPG). Shire is to make an initial upfront payment of $US75 million with contingent payments to follow based on achievement of development and regulatory milestones. Melbourne-based Fibrotech is developing a new class of drugs to treat fibrosis. Fibrosis, tissue scarring, is prevalent in chronic kidney disease, heart failure, respiratory conditions and arthritis. Shire plans to undertake further development of Fibrotech’s lead product FT011. The drug candidate has completed Australian Private Equity & Venture Capital Journal a Phase 1A study in healthy volunteers and is currently in a Phase 1B study in patients with diabetic nephropathy. In addition to FT011, Shire will acquire Fibrotech’s library of novel molecules including FT061 which is in pre-clinical development. FT061 has a similar mode of action to FT011. A small molecule suitable for oral medication, FT061 has potential to address both inflammatory and pro-fibrotic components of fibrosis. Closure of the acquisition by Shire will require Foreign Investment Review Board approval. Founding partner of Brandon Capital and principal executive of the Medical Research Commercialisation Fund Chris Nave said: “Fibrotech was the MRCF’s very first investment so this deal represents a significant validation of our approach to commercialise the very best discoveries from Australia’s leading medical research institutes. To get such an impressive return on our investment speaks to the quality of the science at the University of Melbourne, St Vincent’s Institute of Medical Research and Bio21 Institute.” Uniseed chief executive Peter Devine said the deal was an endorsement of his organisation’s concept of facilitating commercialisation of university intellectual property. “Having supported Fibrotech since its inception, Uniseed is proud to be associated with such a significant partnership,” he added. Fibrotech chief executive Professor Darren Kelly said his team were excited about the acquisition as Shire was strategically aligned with their commitment to renal and fibrotic conditions including rare diseases which were areas of high unmet medical need. PERFORMANCE Private equity outperforms ASX over 12 months Latest statistics from Cambridge Associates LLC Australia Private Equity and Venture Capital Index (CA Australia PE Index) show that private equity and venture capital funds in Australia posted returns of 22 per cent in the 12 months to 31 December. This return outperformed the ASX 300 Index by more than 200 basis points. JUNE 2014 · Year 22 No 242 | 11 The quarterly statistics reflect a over 15-year, 10-year and three-year Data as of significant pick-up in performance by the periods. The S&P/ASX 300 Index,December however, 31, 2013 Australia Private Equity & Venture Capital Index and Selected Benchmark Statistics asset class in the final quarter of 2013 outperformed private equity and venture Australia Private Equity & Venture Capital Fund Index Summary (A$): End-to-End Pooled Return Compared to CA Modified Public Market Equivalent (mPME) Net to Limited Partners during which the CA Australia PE Index capital over five years by more than 20 gained 9.94 per cent basis3-Year points, reflecting the much faster CA Indexcompared to 3.37 per 1-Year 5-Year 10-Year 15-Year Australia & Venture Capital IndexIndex. (A$) 22.02 11.56 9.89 equities10.03 cent forPrivate theEquity S&P/ASX 300 recovery of listed following 10.87 the Private equitymPME and venture capital also global financial crisis. Analysis S&P/ASX 300 Index 8.75 6.60 outperformed the S&P/ASX 300 Index 19.74 Releasing the12.01 statistics, 6.57 chief executive of industry association AVCAL, Yasser El-Ansary said: “This is a good set of numbers. The index has shown strong returns for the last six consecutive quarters, and the results from this most recent period are especially positive. “The 10-15 year returns demonstrate how investors with long term horizons have been the big winners from this asset class.” El-Ansary noted that while private equity deal activity had picked up significantly, AVCAL expected firms would maintain a focus on opportunities where growth could be unlocked through the injection of skills as well as capital. 1 2 Value-Add (bps) 228 281 -212 346 Australia Equity & Venture Capital Index and Selected Benchmark Statistics S&P/ASX SmallPrivate Ordinaries Index -0.97 -5.79 6.49 0.38 427 Data as of December 31, 2013 0.77 Value-Add (bps) 2,299 Pooled Return 1,735 339 965 Equivalent (mPME) 1,009 Australia Private Equity & Venture Capital Fund Index Summary (A$): End-to-End Compared to CA Modified Public Market Net UBS to Limited Partners Australia Bank Bill Index 2.87 3.92 3.99 4.71 4.73 Value-Add (bps) CA Index 1,915 1-Year 764 3-Year 590 5-Year 531 10-Year 22.02 2,005 11.56 464 9.89 411 10.03 350 UBS Australian Composite Bond Index 1.97 and Selected 6.91 5.77 6.53 Australia Private Equity & Venture Capital Index Benchmark Statistics Australia Private Equity & Venture Capital Index Value-Add (bps) (A$)1 Australia Private EquitymPME & Venture Capital Fund Index Summary (A$): End-to-End Pooled Return Analysis2 Net to Limited Partners S&P/ASX 300 Index 19.74 Index Value-Add (bps) 1 Australia Equity & Venture S&P/ASXPrivate Small Ordinaries Index Capital Index (A$) Australia Private Equity & Venture Capital Index (US$)1 Value-Add (bps) S&P/ASX 300 Index UBS Australia Bank Bill Index S&P/ASX Small Ordinaries Index Value-Add (bps) UBS Australia Bank Bill Index UBS Australian Composite Bond Index UBS Australian Composite Bond Index Value-Add (bps) 228 8.75 1-Quarter 281 9.94 -5.79 -0.97 5.31 1,735 3.37 3.92 -0.15 764 0.65 6.91 0.37 464 2,299 2.87 1,915 1.97 2,005 12.01 613 15-Year Data as of 6.47 December 31, 2013 10.87 439 6.57 6.60 1-Year -2123-Year 5-Year 346 22.02 6.49 11.56 9.89 0.38 10.03 10.87 0.77 6.42 14.85 965 12.33 4.71 8.14 531 3.99 6.53 5.70 350 11.73 13.11 1,009 9.02 4.73 5.23 613 5.19 6.47 6.00 439 5.29 19.68 -0.76 2.87 1.99 339 3.99 590 5.77 8.46 -5.98 3.94 6.95 411 10-Year 9.49 5.12 5.16 6.24 15-Year 427 INVESTMENT ACTIVITY Mid-market firm invests in cancer care The Cambridge Associates LLC indices are an end-to-end calculation based on data compiled from 64 private equity and 25 venture capital funds investing in Australia and New Zealand, including fully liquidated partnerships, formed between 1997 and 2013. 1 Pooled end-to-end return, net of fees, expenses, and carried interest. 2 CA Modified Public Market Equivalent (mPME) replicates private investment performance under public market conditions. The public index’s shares are purchased and sold according to the private fund cash flow schedule, with distributions calculated in the same proportion as the private fund, and mPME NAV is a function of mPME cash flows and public index returns. “Value-Add” shows (in basis points) the difference between the actual private investment return and the mPME calculated return. Refer to Methodology page for details. |3 Sources: Bloomberg L.P. , Cambridge Associates LLC, Standard & Poor's, Thomson Reuters Datastream and UBS Global Asset Management. Data as of December 31, 2013 Australia Private Equity & Venture Capital Index and Selected Benchmark Statistics Australia Private Equity & Venture Capital Fund Index Summary (A$): End-to-End Pooled Return Net to Limited Partners Index 1-Quarter 1-Year 3-Year 5-Year 10-Year 15-Year 9.94private equity 22.02and 25 venture 11.56 capital 9.89 10.03in Australia 10.87 Australia Private Equity &LLC Venture Capital Index (A$)1 calculation based on data compiled from 64 The Cambridge Associates indices are an end-to-end funds investing and New Zealand, including fully liquidated partnerships, formed between 1997 and 2013. 5.31 5.29 6.42 14.85 11.73 13.11 Private Equity & Venture Capital Index (US$)1 1 Australia Pooled end-to-end return, net of fees, expenses, and carried interest. 2 CA Modified Public Market Equivalent (mPME) replicates private investment performance under public market conditions. The public index’s shares are purchased and sold according S&P/ASX 300 Index 3.37 19.68 8.46 12.33 9.49 9.02 to the private fund cash flow schedule, with distributions calculated in the same proportion as the private fund, and mPME NAV is a function of mPME cash flows and public index S&P/ASX Small Ordinaries Index -0.76 -5.98 Refer to 8.14 5.12 for details. 5.23 returns. “Value-Add” shows (in basis points) the difference between the actual private investment return -0.15 and the mPME calculated return. Methodology page |3 Sources: Bloomberg L.P. , Cambridge Associates LLC, Standard & Poor's, Thomson Reuters Datastream and UBS Global Asset Management. UBS Australia Bank Bill Index 0.65 2.87 3.94 3.99 5.16 5.19 UBS Australian Composite Bond Index 0.37 1.99 6.95 5.70 6.24 6.00 The Cambridge Associates LLC indices are an end-to-end calculation based on data compiled from 64 private equity and 25 venture capital funds investing in Australia and New Zealand, including fully liquidated partnerships, formed between 1997 and 2013. Data as of 1Pooled end-to-end return, net of fees, expenses, and carried interest. December 31, 2013 |4 Sources: Bloomberg L.P. , Cambridge Associates LLC, Standard & Poor's, Thomson Reuters Datastream and UBS Global Asset Management. Australia Private Equity & Venture Capital Index and Selected Benchmark Statistics Australia Private Equity & Equity Venture Fund Index Summary (A$): One Quarter End-to-End Pooled Return Australia Private & Venture Capital Index and Selected Benchmark Net to Limited Partners Australia Private Equity & Venture Fund Index Summary (A$): One Quarter End-to-End Pooled Return Quarter Partners End to End Quarter End to End Net to Limited Statistics Quadrant Private Equity has paid $40 million for a majority stake in Icon Cancer Care. The transaction, completed on 19 May, was the first made from Quadrant’s seventh fund, Quadrant Private Equity No 4, which raised $850 million earlier this year (APE&VCJ, Mar 14). Icon is Australia’s largest private provider of cancer care employing more than 350 staff. The company operates day hospitals in Adelaide, Southport on the Gold Coast, three locations in Brisbane and in Townsville. Data as of December 31, 2013 Ending Return Ending Return Quarter Ending End to End Return INVESTMENT ACTIVITY 1997 Q1 Quarter Ending 1997 Q2 NAEnd End to Return NA 2003 Q1 Quarter Ending 2003 Q2 End-0.99 to End Return 6.36 2009 Q1 Quarter Ending 2009 Q2 End-5.72 to End Return -0.44 Q3 2003 Q1 6.75 -0.99 2009 Q3 Q1 6.59 -5.72 Drug developer attracts global investors and $US45m 5.94 -0.44 Q3 1997 Q1 NA 1997 Q4 Q2 0.00 NA 2003 Q4 Q2 7.66 6.36 2009 Q4 Q2 1998 1997 Q1 Q3 0.00 NA 2004 2003 Q1 Q3 10.02 6.75 2010 2009 Q1 Q3 1.64 6.59 1998 1997 Q2 Q4 0.00 2004 2003 Q2 Q4 40.02 7.66 2010 2009 Q2 Q4 1.90 5.94 1998 Q3 Q1 -7.29 0.00 2004 Q3 Q1 2.19 10.02 2010 Q3 Q1 4.77 1.64 1998 Q4 Q2 -3.18 0.00 2004 Q4 Q2 9.41 40.02 2010 Q4 Q2 -0.81 1.90 1999 1998 Q1 Q3 -2.37 -7.29 2005 2004 Q1 Q3 2.21 2.19 2011 2010 Q1 Q3 1.33 4.77 1999 1998 Q2 Q4 -3.23 -3.18 2005 2004 Q2 Q4 4.21 9.41 2011 2010 Q2 Q4 3.13 -0.81 1999 Q3 Q1 -0.10 -2.37 2005 Q3 Q1 16.10 2.21 2011 Q3 Q1 0.54 1.33 -1.11 5.95 2.20 1999 Q4 2005 Q4 2011 Q4 -3.23 4.21 3.13 Q2 Q2 Q2 The Cambridge Associates LLC indices are an end-to-end calculation based on data compiled from 64 private equity and 25 venture capital funds investing in Australia and New 110.95 10.13 1.38 2000 2006 2012 -0.10 16.10 0.54 1999 Q1 Q3 2005 Q1 Q3 2011 Q1 Q3 Zealand, including fully liquidated partnerships, formed between 1997 and 2013. 1Pooled end-to-end 2.00 9.97 -0.19 2000 2006 2012 expenses, and carried interest. -1.11 5.95 2.20 1999 Q2 Q4 return, net of fees, 2005 Q2 Q4 2011 Q2 Q4 |4 Sources: Bloomberg L.P. , Cambridge Associates LLC, Standard & Poor's, Thomson Reuters Datastream and UBS Global Asset Management. 11.27 3.34 2.72 2000 Q3 2006 Q3 2012 Q3 110.95 10.13 1.38 Q1 Q1 Q1 Q4 2000 Q2 -7.14 2.00 2001 2000 Q1 Q3 -1.23 11.27 2007 2006 Q1 Q3 2.35 3.34 2013 2012 Q1 Q3 2.15 2.72 2001 2000 Q2 Q4 1.19 -7.14 2007 2006 Q2 Q4 8.84 9.65 2013 2012 Q2 Q4 5.90 1.68 2001 Q3 Q1 3.03 -1.23 2007 Q3 Q1 -2.69 2.35 2013 Q1 Q3 3.00 2.15 Q4 2001 Q2 6.63 1.19 Q4 2007 Q2 3.07 8.84 Q4 2013 Q2 9.94 5.90 2002 Q3 Q1 2001 2.36 3.03 2008 Q3 Q1 2007 -1.65 -2.69 2013 Q3 3.00 2002 2001 Q2 Q4 0.71 6.63 2008 2007 Q2 Q4 -1.58 3.07 2013 Q4 9.94 2002 Q3 Q1 -0.04 2.36 2008 Q3 Q1 -3.35 -1.65 2002 Q4 Q2 -2.55 0.71 2008 Q4 Q2 -9.09 -1.58 2002 Q3 -0.04 2008 Q3 -3.35 2002 Q4 -2.55 2008 Q4 -9.09 Q4 2006 Q2 9.65 9.97 The Cambridge Associates LLC Australia Private Equity & Venture Capital Index is an end-to-end calculation based on funds investing in Australia and New Zealand, including fully liquidated partnerships, formed between 1997 and 2013. Historic quarterly returns are updated in each year-end report to adjust for changes in the index sample. The Cambridge Associates LLC Australia Private Equity & Venture Capital Index is an end-to-end calculation based on funds investing in Australia and New Zealand, including fully liquidated partnerships, formed between 1997 and 2013. Historic quarterly returns are updated in each year-end report to adjust for changes in the index sample. Australian Private Equity & Venture Capital Journal Q4 2012 Q2 1.68 -0.19 data compiled from 64 private equity and 25 venture capital All returns are net of fees, expenses, and carried interest. data compiled from 64 private equity and 25 venture capital All returns are net of fees, expenses, and carried interest. | 5 | 5 Melbourne pain drug development company Spinifex Pharmaceuticals has attracted two leading global biotechnology investors, Novo A/S and Canaan Partners. Novo A/S is the Denmark-based holding company for diabetes care business Novo Nordisk A/S and enzymes business Novozymes A/S. Canaan Partners, which specialises in the healthcare sector, is a global venture capital firm with $US3.5 billion under management. The firm recently raised $US600 million for its Fund IX. Novo A/S led Spinifex’s recent $US45 million Series C financing with Canaan Partners also becoming a new investor in the company. Existing investors GBS JUNE 2014 · Year 22 No 242 | 12 Venture Partners, Brandon Capital Partners, Uniseed and UniQuest also participated in the round. The new funds will be used to advance development of Spinifex’s lead candidate EMA401, a novel angiotensin II type 2 (AT2) receptor antagonist being developed as an oral treatment for chronic pain. Positive results of Spinifex’s Phase 2 clinical trial of EMA401 in post-herpectic neuralgia (PHN) were recently published in The Lancet. PHN is a painful condition developed by some patients after shingles. As a result of the new funding, Heath Lukatch and Steve Collins of Novo A/S will join the Spinifex board along with Brent Ahrens of Canaan Partners. Spinifex chief executive Tom McCarthy said: “To have attracted significant funding from two of the best-respected investors in global biotechnology is testament to the quality of the science behind Spinifex and our development work on EMA401 supported by our longterm investors.” Lukatch said: “Despite its prevalence and debilitating effect on patients, chronic pain remains poorly treated. Spinifex is taking an entirely novel approach and has delivered excellent clinical results in PHN.” Ahrens said he was confident EMA401 would also prove effective in a wider range of diseases including osteoarthritis.” Alongside the fundraising, Spinifex has established a US base in Stamford, Connecticut. McCarthy has transferred to the US where he is leading an expanded clinical development and corporate team. The company is maintaining its Melbourne operations. Spinifex was founded in 2005 on research spun out of the University of Queensland. INVESTMENT ACTIVITY $50m invested in manufactured homes estates Tasman Capital has paid more than $50 million for six manufactured homes estates and holiday parks in NSW and Queensland. The sites include Redbank Palms Resort in Ipswich and The Retreat in Port Macquarie. The Sydney-based private equity firm already owns Lakeland Park Village at Bluff Point near Budgewoi on the NSW Central Coast. Alceon Group is also invested in the manufactured homes estates sector and operates a substantial portfolio under the Gateway Lifestyle Residential Parks brand. PERFORMANCE Venture firms exit laser optical company Australian venture capital companies Southern Cross Venture Partners and Jolimont Capital are to exit Redfern Integrated Optics Inc as a result of OptaSense Ltd of the UK acquiring the business. No value for the transaction has been released according to Standard & Poor’s Capital IQ. OptaSense is part of the global aerospace, defence and security group QinetiQ. The company plans to integrate operations but continue using the RIO brand name. Southern Cross managing director and RIO chairman Dr Larry Marshall said: “OptaSense has made an excellent strategic acquisition and will greatly enhance RIO’s ability to scale their unique technology across a broader range of markets and customers than would normally be accessible to a small start-up.” Rio was founded in Sydney in 2000 and moved to San Francisco in 2003. The company is a world leader in all-solid-state, single-frequency laser optical transmitters for fiberoptic and remote sensing. OptaSense managing director Magnus McEwen-King said his company had been working with RIO for many years and was impressed with the technical capabilities of its team. “Their products are ideally suited to the distributed fibre sensing market especially within the oil and gas sector where high performance and high reliability in harsh environments are essential,” he added. NEWS Australian incubator ‘best in the world’ Sydney-based technology business incubator ATP Innovations has taken top honours in the 2014 National Business Australian Private Equity & Venture Capital Journal Incubator Association awards in the US, the first Australian incubator to be recognised as the best in the world. ATP Innovations was announced as Randall M Whaley Incubator of the Year at the International Conference on Business Incubation in New Orleans, Louisiana, last month (May). The National Business Incubator Association (NBIA) is the peak global body for business incubation and entrepreneurship and has more than 2200 members in over 60 countries. ATP Innovations was selected by industry peer professionals based on its overall excellence in delivering business building services and its successful track record of building high growth technology companies with global reach. ATP also took the Dinah Adkins “Technology Focus” Incubator of the Year award. ATP Innovations chief executive Hamish Hawthorn said the awards were “a credit both to the hard work done by the team at ATP Innovations and recognition of the strength and significance of Australia’s start-up ecosystem”. ATP Innovations has assisted more than 300 software, hardware and life science start-ups since 2000. Since 2006, businesses assisted by ATP Innovations have raised over $113 million in equity capital. Last year, ATP Innovations-assisted companies generated combined revenue of over $45 million, half of which was export related; they raised $8 million in equity capital; hired 69 new employees; launched 80 products and had seven patents granted. Since 2006, seven ATP Innovations’ portfolio businesses have been acquired by larger organisations, most recently Azalient which was acquired by Autodesk (NASDAQ: ADSK) in December last year. Two of the most recent companies to receive support from ATP Innovations are Clarity Pharmaceuticals and Elastagen. Founded in 2010, Clarity recently closed a seed round of $1.1 million (APE&VCJ, May 14). Elastagen is a clincial stage medical device company which is pioneering trade-marked Elastatherapy which involves using the human protein elastin to naturally repair and augment skin. Founded in 2005, Elastagen has attracted $5 million in venture capital JUNE 2014 · Year 22 No 242 | 13 investment, including investment from GBS Venture Partners and Brandon Capital Partners, and $2 million from the NSW Government Medical Devices Fund. NEWS Telstra to support research institutions projects Telstra (ASX: TLS) has announced a multimillion dollar program under which it will work with leading Australian research institutions on projects of mutual interest. The telecommunications giant has already entered into arrangements to work with National ICT Australia (NICTA) in a variety of areas including security, privacy, smart network planning and future media delivery. Telstra is also discussing working with UTS, Deakin University and the George Institute on a variety of research projects. Telstra chief operations officer Kate McKenzie said the program is designed to explore opportunities flowing from technology advances and cutting-edge research that could benefit Telstra and its customers. “We’re always striving to find or create solutions to meet the future needs of our customers and the wider community and increased collaboration with the brightest minds in the country will help us get there,” she said. “We want to expand the breadth and depth of our relationships with research institutes over time to ensure INVESTMENT OPPORTUNITY Self cooling canvas water backpacks with water filter attached The client market is Africa and the developing world where people carry plastic water containers on their heads. The client market is charities and NGOs. Investment sought $400K, potential return $40 Million. Contact: Fraser Swift on 0416 193 183 [email protected] the highest quality outcomes and I am very excited that in the first phase of this program we are working with NICTA, Australia’s information and communications technology research centre of excellence.” The research partnership will complement Telstra’s existing innovation agenda which includes an in-house platform for crowd-sourced innovation, the muru-D incubator for technology start-ups and the corporate venturing vehicle Telstra Ventures group which takes a broader, global, view of opportunities in the communications sector. NICTA chief executive Professor Hugh Durrant-Whyte said: “Innovation in information and communications technology lies at the heart of Australia’s future prosperity. The partnership between Telstra and NICTA is an exciting opportunity for driving innovation in Australia.” The NSW government is supporting the industry-led formation of Australia’s first space technology accelerator. State government programs InnovateNSW and Bridging the Gap are backing Delta-V In its efforts to develop a space industry sector in NSW. Delta-V is linking NSW-based space technology companies Saber Astronautics and Launchbox as well as the Centre for Space Engineering Research at the University of NSW and SpaceNet at the University of Sydney. It is hoped that this industry and research collaboration will provide a platform for development and commercialisation in the space sector. The NSW government believes the sector represents significant opportunities for the state’s world class IP and skills in areas such as robotics, navigation and machine learning as well as in software and system design. Chief executive of Saber Astronautics Dr Jason Held believes the establishment of the Delta-V accelerator will strengthen his and other companies’ efforts to break into the highly specialised global space industry. “NSW has some fantastic world leading technology in this sector and a lot to offer the space sector globally,” he said. “We are keen to position ourselves as global leaders in the field and we are quickly gaining worldwide recognition, particularly in the US.” Held said assistance from NSW Trade & Investment had enabled his company to accept an invitation from NASA to test its DragEN tether system on NASA’s zerogravity flight program – a first for an Australian company. According to Saber, the tether deployed exactly as expected, rolling out smoothly, unlike many other tethers which have been subject to tangling. In March, Saber Astronautics was awarded $45,000 in Australian federal government funding to run a joint INVESTMENT OPPORTUNITY INVESTMENT OPPORTUNITY NEWS First space technology accelerator Online business for sale Software development company has created a process to generate revenue from online purchases through local and international retailers in support of charitable pursuits. Early commercialization, Sydney located, operates through a website. Retailers and charities listed. Please respond to: [email protected] Australian Private Equity & Venture Capital Journal Australian Cloud Technology BlueCloud is seeking funding to support rapid international growth in Asia. Profitable company developing telephony and productivity solutions for call centres etc. Scalable cloud solution gives access to high end tools. Minimum investment $100,000. Contact Morten Blomfeldt on 0431 182 881 [email protected] JUNE 2014 · Year 22 No 242 | 14 Australian-Indian program of space operations activities. The grant will help fund use of Saber’s Sydney facilities for use in projects of interest to Australian and Indian space researchers. INVESTEE NEWS Small business software acquisition Bain Capital investee company MYOB has acquired Adelaide-based start-up Dovetail. No value for the acquisition has been announced. Dovetail provides online document collaboration software for accountants. The company was started by accountant Rob Cameron about twoand-a-half years ago and is the second business Cameron has sold to small business software company MYOB. Cameron founded Innovate in 1999. That business developed Level 31, a document management system for accountants, and was sold to MYOB in 2006. INVESTMENT ACTIVITY development the company is close to full commercial production. Hackett invests in new battery technology INVESTMENT ACTIVITY Internode founder and now technology investor Simon Hackett has invested $2.1 million to become a substantial shareholder in RedFlow Ltd (ASX: RFX). Hackett bought more than 17.5 million shares in the company last month (May) making him the largest investor in the company with a stake of more than 9 per cent. South Australia-based Hackett has this year invested in cloud-hosting company UltraServe, electric vehicle company eVRS and aviation software company AvSoft. Hackett said RedFlow’s products had the potential to become a global gamechanger for the energy industry. RedFlow is a leading developer of high capacity zinc-bromide batteries which are manufactured without rare earth materials. After lengthy research and Australian Private Equity & Venture Capital Journal $2m Chinese investment for solar start-up A Chinese company has agreed to invest $2 million in an Australian solar energy start-up. ZhouZhou Intense Solar is to invest the money into concentrated solar photo voltaic (CSPV) technology business RayGen Resources as part of a $60 million agreement which gives it exclusive distribution rights for China. Under the deal, ZhouZhou Intense Solar will assemble Australian made components of the technology. According to the company, the deal will guarantee RayGen a minimum of $58 million in high technology components sales over the next few years. The deal was signed during a recent Australian government trade mission to JUNE 2014 · Year 22 No 242 | 15 China. Trade minister Andrew Robb said it was an example of Australian innovation finding a market in China which would result in jobs, investment and trade for Australia. In 2012, Melbourne-based Raygen predicted it would be able to lower generation costs for utility scale solar plants to $60 a megawatt hour. CSPV uses computer controlled mirrors to direct concentrated beams of sunlight onto ultra-efficient solar semiconductor devices. According to RayGen, these devices are twice as efficient as conventional solar panels. RayGen has received $2.75 million in federal and state government grants since it was formed in 2010. INVESTMENT ACTIVITY Last month (May) the San Francisco Bay area office of telecoms operator Orange SA signed a contract to use 1-Page’s hiring platform and technology to recruit staff. PEOPLE MOVES PEOPLE MOVES Managing director leaves mid-market firm Managing director Nick Batchelor has left RMB Capital Partners. Batchelor joined the Sydney-based midmarket private equity firm in 2006 and led a buyout of the firm’s management company from Rand Merchant Bank in 2009. The departure of Batchelor leaves Magnus Hildingsson and Mark Summerhayes as RMB managing directors. Batchelor is believed to be joining a larger Sydneybased mid-market private equity firm. Micro cap plans to take out US venture investors PEOPLE MOVES An ASX-listed micro cap has exercised an option for the acquisition of a US business in which two overseas venture capital firms are invested. InterMet Resources (ASX: ITT) announced on 22 May that it planned to exercise its option to acquire US business 1-Page Company Inc. LSE AIM-listed investment company TMT Investments and US venture capital firms Blumberg Capital, and Western Technology Investment are investors in 1-Page. InterMet has raised $400,000 via a placement at .008 cents per share and has appointed KTM Capital and Foster Stockbroking as lead managers to raise up to $7 million to finance the acquisition. They plan to lodge a prospectus with ASIC on 4 July. The offer is conditional on approval from a shareholder meeting scheduled for 15 July. 1-Page was founded to commercialise the concept proposed in 2002 best-selling self-help book, The 1-Page Proposal. The company is building corporate software as a service (SaaS) products and an internet platform which will enable one-page proposals to be negotiated. The business was founded by the author of The 1-Page Proposal, Pat G. Riley, and Joanna R. Weidenmiller, co-founder of 360Fashion Network. Riley is now chairman and Weidenmiller chief executive. Luxe City Guides, a publisher of print and mobile app tourist guides. QIC appoints head of new multi-asset role Queensland Investment Corporation (QIC) has recruited Neil Williams from New Zealand Superannuation. Williams has been appointed to the new role of managing director – multi-asset and investment solutions. Williams had been with New Zealand Super since 2008 and was part of the team that developed the fund’s investment strategy, including setting up a reference portfolio and adopting strategic tilting. PEOPLE MOVES Misev rejoins Towers Watson Alek Misev has rejoined Towers Watson as a private markets consultant after a short spell with Aberdeen Asset Management. Misev had previously spent three years with Towers Watson as an investment consultant focusing on private markets. PEOPLE MOVES Knights takes chair of tourist app business Ironbridge Capital founding partner Julian Knights has been appointed chairman of Australian Private Equity & Venture Capital Journal Global executive joins board of wireless power company New Zealand founded technology company PowerbyProxi has appointed a senior executive of a global semiconductor company to its board. Dr Gani Jusuf was an early member of the team that built up Marvell Technology Group Limited and is now vice president of engineering for Marvell’s communications and consumer business group. PowerbyProxi chief executive Greg Cross said Jusuf brought a wealth of experience and knowledge to the company and understood the dynamics of a fast-growth business. PowerbyProxi claims to have developed the world’s smallest and safest contactless power transfer system, a system which enables devices such as mobile phones to be recharged simply by being placed close to a charger instead of having to be connected to it. “Wireless power technology is still developing and has enormous potential to be a key, game-changing technology for anyone who uses electronics on a day to day basis,” said Jusuf. New Zealand venture capital firm Movac was an early investor in PowerbyProxi and last year electrical connection devices company TE Connectivity (NYSE:TEL) led an investment round in which Movac also participated. PowerbyProxi’s technology was spun out of research at the University of Auckland. PEOPLE MOVES Private equity specialist establishes advisory business Daniel Waine has established Sydneybased corporate advisory business Whitehall Capital. Waine was formerly a director of National Bank private equity alternative unit Integrated Capital Solutions (NabICS) which ceased operations in 2012. JUNE 2014 · Year 22 No 242 | 16 Prior to that he worked for Anacacia Capital and with now defunct ANZ Capital Private Equity. CONFERENCES & ROUNDTABLES Victorian government backs start-up body Dealing with disruptive technologies Strategies major companies are adopting to embrace new disruptive technologies will be the focus of Agile Australia 2014 at the Melbourne Convention and Exhibition Centre, June 17-18. Lisa Frazier of CBA will outline how the bank implements agile strategies across its IT and business departments and Lee Vanaruzzo of Woolworths will explain how the major retailer deals with innovation. They will be among 60 speakers at the event. For more information visit: www. agileaustralia.com.au Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 17 FEATURE DATA ANALYSIS POINTS TO OPPORTUNITIES ANALYSIS OF DATA CONFIRMS LOWER AND UPPER MID-MARKET SECTORS OFFER MOST PRIVATE EQUITY OPPORTUNITIES By Adrian Herbert Data made available by international business intelligence company Bureau van Dijk (BvJ) backs up the view that in Australia and New Zealand the lower mid-market offers by far the largest number of opportunities for private equity investment. A PE&VCJ used BvJ’s Orbis* database to carry out an initial statistical analysis of private companies in Australia and New Zealand. Recognising the minimum deal size requirements of most private equity firms, we restricted the analysis to companies with annual revenues in excess of $US10 million. This identified a total of 8,042 businesses. These businesses were then separated into bands rising by $US10 million in annual revenue. Of the total of 8,042 businesses, 436 had annual revenues of $US10 million to $US20 million while 5,237 were in the next band with revenues between $US20 million and $US30 million. The next bulge, of 1,461 companies, was in the $US60 million to $US70 million band. After that, the numbers in each band fell sharply with a total of only 314 companies populating the four bands from over $US70 million to $US100 million and then just 26 with annual revenues above $US100 million. This indicates that there are definitely quite distinct lower and upper midmarkets ˗ in the $US20 million to $US30 million annual revenue and $US60 million to $US70 million annual revenue bands. Within those two bands, the ranking of types of companies by number was fairly consistent. Both were led by “other services” (businesses not in the Orbis database standard categories Australian Private Equity & Venture Capital Journal and including all high technology-based businesses) followed by wholesale and retail trade; education and health; construction; machinery equipment, furniture, recycling. Across all bands, the largest increases in annual revenue of more than 11.03 per cent were recorded by 253 companies (3.15 per cent). The largest number (74) was in wholesale and retail trade followed by other services (59). This suggests that the preference of private equity firms to invest in retailing ahead of many other sectors remains appropriate despite the downturn that has persisted in the sector since the global financial crisis. The next best performing sector was machinery, equipment, furniture, recycling with 17 companies. Of the top 20 companies by revenue, 12 were based in Australia and 8 in New Zealand. Only one of these businesses is known to currently have private equity investment. Of the Australian companies, three were subsidiaries of foreign businesses and one was a subsidiary of an Australian listed company. Of the New Zealand companies, four were subsidiaries of foreign (not including Australian) businesses. Of the remainder, the highest last available revenue figure (2011) of $US106.6 million was recorded for South Australiabased building products company OZroll JUNE 2014 · Year 22 No 242 | 18 FEATURE Pty Ltd. The company was recorded as having just 35 direct employees in 2011. OZroll, which trades as OZRoll Industries, made a number of bolton acquisitions over recent years to broaden its range of products. These included Acryloc Building Products, Solar Industries, Shutter Concepts Aluminium Louvres, Rollashield Aluminium Rollershutters and Centurion Garage Doors. The company is controlled by managing director Ron Bayley. The second highest last available revenue figure (2011) of $105.8 million was recorded for Darrell Lea Chocolate Shops Pty Ltd. The company was recorded as having around 850 employees in 2011. In July 2012 Darrell Lea was put into administration and extensively restructured to reduce outgoings. After being sold to the Quinn family of Queensland, the owners of VIP Petfoods, the company was further restructured including closing all company owned retail stores and eliminating most retail employee positions. Riordan Grain Services of Lara, Victoria, had revenue of $US105.4 in 2011 and had just 35 direct employees that year. Riordan was established as a onetruck grain transport operation in 1996. Founder Jim Riordan remains managing director of the business. Today Riordan is an integrated grain trading, storage and transport business. NSW company Daracon Plant Hire had revenue of $US103.2 million in 2011 and employed around 100 people. The Newcastle-based company maintains one of the largest fleets of earthmoving equipment in Australia. Daracon Plant Hire’s clients include the operators of large mine sites in the Hunter Valley as well as the NSW Roads and Traffic Authority (RTA). Daracon Plant Hire is part of civil engineering business Daracon Group which has total annual revenue of around $A400 million. Daracon Group is controlled by founder and managing director David Mingay and his family. The company’s general manager is Jon Mingay. Queensland-based G James Glass and Aluminium had revenue of $US101.5 million in 2011. The business had about 100 direct employees. G James claims to be Australia’s leading integrated glass and aluminium manufacturer and produces window products used in residential housing through to major commercial projects. The company also produces aluminium sections for other engineering uses such as ship building. A family business, G James is led by chairman and managing director Lewis Saragossi. Sydney-based engineering services business RMMC Pty Ltd had revenue of $US101.1 million in 2011. Turning to New Zealand private companies, New Plymouth-based TSB Bank Limited had revenue of $US103.1 million in 2012. Formerly Taranaki Savings Bank, TSB Bank is owned by the TSB Community Trust. In addition to banking, TSB Bank operates a number of other business units including TSB Foreign Exchange which has 13 branches around New Zealand and real estate business TSB Realty which has three branches. Auckland-based Radius Health Group Limited had revenue of $US102.7 in 2012. Radius owns and operates medical centres and pharmacies as well as managing franchised medical centres. Vitaco Health (NZ) Limited had revenue of $US101.1 in 2012. Vitaco is an Aucklandbased company which produces health foods, supplements and sports nutrition products. The business also has a Sydneybased Australian subsidiary and is developing export operations. Sydney-based private equity firm Next Capital has a 72 per cent stake in Vitaco. the Australian Bureau of Statistics and Statistics New Zealand. Hundreds of search criteria are available across the databases. These criteria can be combined to search for companies meeting specific profiles. Individual company information includes full lists of direct and indirect subsidiaries and shareholders indicating the company’s degree of independence, its ultimate owner and other companies in the same corporate family. BvD also offers the Zephyr database which contains information on M&A, IPO, private equity and venture capital deals. Access can be by annual subscription or on a BvD credit account if need is less frequent. *The Orbis database includes information on over 120 million companies globally, more than 99 per cent of them private companies. This information is collected from a variety of information providers and aggregated. The data provided by individual information providers is regularly evaluated. A separate Australia and New Zealand database, Oriana, is also available. This uses the ANZSIC codes used by Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 19 FEATURE OPERATING REVENUE (TURNOVER) (TH USD) Industry (BvD major sectors) From 10,000 to 20,000 From 20,001 to 30,000 From 30,001 to 40,000 From 40,001 to 50,000 From 50,001 to 60,000 17. Other services 99 1,674 32 43 26 11. Wholesale & retail trade 122 1,272 62 43 19. Education, Health 6 106 2 5 10. Construction 29 571 11 08. Machinery, equipment, furniture, recycling 35 362 01. Primary sector 6 06. Chemicals, rubber, plastics, non-metallic products 10 07. Metals & metal products 13. Transport From 70,001 to 80,000 From 80,001 to 90,000 From 90,001 to 100,000 More than 100,001 296 29 21 14 5 0 2,239 32 108 27 18 13 8 0 1,705 5 749 3 3 1 1 0 881 12 11 66 9 6 1 1 0 717 23 19 14 56 10 5 3 1 0 528 248 7 8 7 17 2 8 3 0 0 306 114 12 10 4 17 7 5 5 3 0 187 12 128 10 6 3 14 3 2 2 0 0 180 16 94 9 10 3 23 5 1 5 1 0 167 15. Banks 18 78 12 5 5 19 6 4 5 1 0 153 02. Food, beverages, tobacco 8 60 9 7 4 12 3 4 10 3 0 120 12. Hotels & restaurants 12 82 3 0 2 12 4 1 0 0 0 116 03. Textiles, wearing apparel, leather 0 46 1 6 4 12 0 2 1 0 0 72 05. Publishing, printing 12 37 2 0 2 9 1 4 1 0 0 68 09. Gas, Water, Electricity 3 26 2 1 2 6 2 0 1 0 0 43 14. Post & telecommunications 5 24 0 0 1 7 2 2 0 0 0 41 04. Wood, cork, paper 3 18 3 0 1 7 1 2 1 0 0 36 16. Insurance companies 1 10 1 1 2 5 2 4 2 2 0 30 18. Public administration & defence 1 14 1 0 0 0 1 0 1 0 0 18 n.a. 38 273 19 23 20 26 15 14 7 0 0 435 All 436 5,237 221 199 148 1,461 132 106 76 26 0 8,042 Australian Private Equity & Venture Capital Journal From 60,001 to 70,000 n.a JUNE 2014 · Year 22 No 242 all | 20 FEATURE Operating revenue (Turnover), growth rate (%) Industry (BvD major sectors) Less than -1.67 From -1.67 to 6.35 From 6.35 to 11.03 More than 11.03 n.a. All 17. Other services 49 55 65 59 2,013 2,241 11. Wholesale & retail trade 63 77 66 74 1,426 1,706 19. Education, Health 3 6 3 6 865 883 10. Construction 11 5 4 2 699 721 08. Machinery, equipment, furniture, recycling 14 20 18 17 459 528 01. Primary sector 16 3 9 11 267 306 06. Chemicals, rubber, plastics, nonmetallic products 9 15 15 9 139 187 07. Metals & metal products 9 4 5 6 157 181 13. Transport 12 10 16 11 119 168 15. Banks 25 14 12 14 89 154 02. Food, beverages, tobacco 5 7 15 6 88 121 12. Hotels & restaurants 10 6 1 3 96 116 03. Textiles, wearing apparel, leather 3 1 6 4 58 72 05. Publishing, printing 7 7 2 9 43 68 09. Gas, Water, Electricity 3 4 3 3 30 43 14. Post & telecommunications 0 4 4 5 28 41 04. Wood, cork, paper 0 5 5 2 25 37 16. Insurance companies 3 4 2 6 15 30 18. Public administration & defence 0 0 2 0 16 18 n.a. 11 6 0 6 413 436 All 253 253 253 253 7,045 8,057 Number of employees Industry (BvD major sectors) 49 or less From 50 to 99 From 100 to 499 500 or more n.a. All 17. Other services 434 309 1,350 8 140 2,241 11. Wholesale & retail trade 712 150 651 0 193 1,706 19. Education, Health 244 38 584 4 13 883 10. Construction 258 71 384 1 7 721 08. Machinery, equipment, furniture, recycling 173 77 241 1 36 528 01. Primary sector 112 67 99 2 26 306 06. Chemicals, rubber, plastics, non-metallic products 46 20 96 0 25 187 07. Metals & metal products 73 21 71 1 15 181 13. Transport 43 24 71 1 29 168 15. Banks 25 53 28 0 48 154 02. Food, beverages, tobacco 46 15 39 2 19 121 12. Hotels & restaurants 10 14 73 0 19 116 03. Textiles, wearing apparel, leather 25 8 35 0 4 72 05. Publishing, printing 11 13 31 0 13 68 09. Gas, Water, Electricity 19 7 7 0 10 43 41 14. Post & telecommunications 9 3 20 0 9 04. Wood, cork, paper 12 8 12 0 5 37 16. Insurance companies 5 8 1 0 16 30 18. Public administration & defence 4 5 9 0 0 18 n.a. 216 44 165 3 8 436 All 2,477 955 3,967 23 635 8,057 Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 21 FEATURE ACQUIRER WILL NOT LEAVE PETERS IN DEEP FREEZE By EUROPEAN CORRESPONDENT SELWYN PARKER ICE CREAM COMPANY PETERS HAS BEEN ACQUIRED BY A BUSINESS IN A HURRY WHICH LAST YEAR CAME UNDER THE CONTROL OF ONE OF EUROPE’S MOST OPERATIONALLYFOCUSED PRIVATE EQUITY FIRMS. SIGNIFICANT CHANGE APPEARS INEVITABLE. J udging by its behaviour following previous acquisitions in the UK and across Europe, PAI Partners-owned R&R will take a year or so to plan its strategy but will then launch into a round of investment and rationalisation at Peters (see separate item this issue). At that point the second-biggest ice-cream producer in Europe can be expected to remodel Peters along the lines of the 19 businesses it has acquired over the last 20 years. R&R stated on acquisition that it planned to work with the current Peters management under chief executive Stephen Audsley but that, as the team is no doubt well aware, is no guarantee they will be retained longer term. Suppliers can also expect to be put under pressure in terms of price, quality, ingredients and timeliness. PAI routinely subjects acquisitions to forensic analysis. As R&R’s latest bondholders report notes: “After a period of observation and understanding, we determine the extent of capital expenditure required to improve the business, potential further synergies that we believe can be extracted, any staffing resources we believe may enhance the business and any identifiable savings we believe can be achieved.” Any duplicated functions will be a particular target in a highly focused search for synergies and cost savings. R&R chief executive Ibrahim Najafi has carried out similar processes across R&R’s acquisitions in Europe. Australian Private Equity & Venture Capital Journal Last year’s €57.3m acquisition of UK’s Fredericks Dairies – the first since PAI bought R&R from Oaktree Capital in mid-2013 – provides an example. Already a successful business managed along similar lines to R&R, it was a large, branded company with a broad range of licenses for Cadbury, Del Monte, Nichols and Britvic. A number of its functions were, however, similar to the acquirer’s UK operations. Directors, senior management, including the finance team, and the sales force were all deemed surplus to requirements. A key element for R&R, finance, was taken over by head office. Highly margin-conscious, R&R shifted production of a range of products to its own existing facilities, once again slashing overheads. “The factors contributed to a significant improvement in the profitability of the acquired business,” the company notes. R&R has a record of bedding down acquisitions under a winning formula. First, it reviews pricing, production and recipes with a view to boosting margins. Second, it tackles the procurement function under a 28-point system that concentrates on economies of scale – “we believe it is relatively easy to purchase ingredients at better prices,” it notes. Third, it looks for wasteful duplication. Fourth, it analyses options to shift production to other locations to improve distribution and lower costs. Fifth, it examines all possible synergies with existing businesses. R&R’s approach adds up to a relentless pursuit of improved margins, especially JUNE 2014 · Year 22 No 242 | 22 FEATURE in manufacturing processes in which the company believes it has a key advantage over the competition. Meanwhile, PAI is noted for its focus on operational improvements within its portfolio companies. What PAI does not do is leave an already successful business to be managed as it was before acquisition. A specialist in fast-moving food goods – PAI previously owned Yoplait which taught it a lot about the dairy industry. Under PAI ownership R&R has been, if anything, even hungrier for international acquisitions. The company is already the second-biggest take-home ice cream manufacturer in Europe and is number one in the UK, Germany, France and Italy. This is a business where scale, rationalisation and synergies pay off. Last year the group posted earnings before interest, tax, depreciation and amortisation (EBITDA) of ¤107.4 million on revenues of ¤709 million. With free cash flow before acquisitions of ¤55.7million – over 60 per cent of adjusted EBITDA, R&R constantly builds a war chest, both for expansion and investment. In the last six years the group has poured some ¤340 million into plant and properties. It was Oaktree that actually turned the company into R&R after buying a group Australian Private Equity & Venture Capital Journal called Richmond in 2006, then merging it with Germany’s Roncad. In short order Oaktree added five more ice cream manufacturers in UK, France, Germany and Italy. A coup was a 2011 licensing deal made with Mondelez International, a former Kraft Foods brand that gave it the rights to manufacture and distribute Toblerone, Oreo and other brands in Europe. The acquisition of Peters gives R&R a beach head in the Asia Pacific from which, going by earlier form, it will convert into a much bigger role beyond Australia. JUNE 2014 · Year 22 No 242 | 23 REARVIEW MIRROR 5 YEARS AGO... JUNE 2009 COMMENT: Budget’s pluses and minuses By Adrian Herbert The Federal Budget proved to be more favourable to the private equity industry than we had been conditioned to expect but, as AVCAL chief executive Katherine Woodthorpe noted, it was still a document of pluses and minuses. The Commercial Ready program, axed in the 2008 budget, did not miraculously reappear in a re-badged form as some had fervently hoped. Overall, however, the budget was more in accord with recommendations in Dr Terry Cutler’s report on the national innovation system than had widely been expected, considering current economic conditions. Some alternative incentives to those in Commercial Ready, such as the Re-tooling for Climate Change grants, had been introduced prior to the budget and more were outlined in the budget papers. Clean energy initiative The $4.5 billion Clean Energy Initiative, that includes $3.5 billion in new money (budgetspeak for actual new commitment as opposed to redirection of already promised funding), should provide flow-on benefits to the clean technology sector in Australia as it seeks to expand clean energy generation and new technologies development. That, in turn, should help the venture capital sector attract some much needed additional private funding to an area that is expanding rapidly, if from a small base. The initiative includes: • $2.4 billion, including new funding of $2 billion, to be directed toward developing low emissions coal technologies in industrial scale carbon capture and storage projects under the Carbon Capture and Storage Flagships program • $1.6 billion, including new funding of $1.365 billion, in a Solar Flagships program that is intended to help position Australia as a world leader in this area • $465 million to establish Renewables Australia, including new funding of $100 million, to support leading edge technology to research and bring to market renewable energy technologies. The new body will advise governments and the community on the implementation of renewable energy technologies The Solar Flagships program has the objective of creating an additional 1000mW of solar generation capacity. This is three times the size of the largest solar energy project currently operating anywhere in the world. Solar Flagships will seek to develop up to four individual generation plants which will feed power into the national grid. These may use solar thermal or solar photovoltaic technologies and are planned to have electricity generation capacity equal to or greater than a current conventional coal-fired power station. Specific technologies will complement Carbon Capture and Storage Flagship projects, and demonstrate the government’s commitment to helping to maintain the value of Australia’s coal exports and utilising our renewable potential. The carbon capture and solar technologies are to be underpinned by supporting specialised research, development and demonstration programs. The government has committed to work with the private sector to position the Australian economy for a low carbon, high skilled future. Tax treatment of managed investment trusts AVCAL was particularly pleased that the budget confirmed that managers could continue to elect for gains, or losses, on investments of managed investment trusts to be taxed as capital on disposal as from 2008-09. The revenue potential of treating such gains as earned income has, of course, reduced considerably since the private equity boom peaked in mid 2007. But while this issue remained on the government agenda there was always a danger the government might be persuaded that view should prevail. This had been a worrying sleeper issue as it would undermine the foundations of the Australian Private Equity & Venture Capital Journal private equity industry. AVCAL had lobbied hard on this issue as assistant treasurer Chris Bowen acknowledged on budget night. Deloitte partner, M&A taxation, Matt Turner said the government’s intention to allow a managed investment trust to “hard code” capital gains tax treatment for its gains and losses went a long way to restoring a sense of stability within private equity and venture capital. The real test would, however, be in the detail of the final legislation, he said. “On face value, these measures should give investors the tax certainty that they need to continue to invest in Australia’s private equity and venture capital funds,” Mr Turner said. But he added: “The timing of these measures is interesting in that it comes at a time when some private equity funds are sitting on unrealised losses on their investments. A commitment to CGT (capital gains tax) treatment would effectively reduce the value of any realised losses as they would only be capital gains and not taxable income, generally. “In this context, fund managers should carefully consider their options for any particular fund that they manage. The choice is irrevocable in the first income year of operation that commences on or after the 2008-09 income year. “Of course not making the election would likely leave the taxation gains/ losses subject to treatment under ‘ordinary concepts’ whose distinction remains open for argument.” A discussion paper on the proposed details of these changes is available from Treasury. Interested parties are invited to comment on the paper. The closing date for submissions is July 10. R&D tax credit The new refundable R&D tax credit, which will take effect in the 2010-11 financial year (see feature article this issue), will be particularly valuable for early stage venture-backed companies. Deloitte R&D tax partner Serg Duchini described the R&D changes as “significant” and said they “largely implement key JUNE 2014 · Year 22 No 242 | 24 REARVIEW MIRROR recommendations of the Cutler review of innovation policy”. Under the new system companies with annual turnovers of less than $20 million will have access to a refundable tax credit of 45 per cent. “The value of this initiative is that the credit will be able to be offset against corporate tax liabilities or be refundable if the company is in a tax loss position,” he said. But he added: “What needs to be clarified is how companies in a tax loss position can make use of these credits.” The government estimates that as many as 5500 companies will benefit. These will include many high technology start-ups. To assist firms in the transition from the current concession system to the new credit system, the tax offset expenditure cap will be raised from $1 million to $2 million for financial year 2008-09. Companies with turnover greater than $20 million and those with IP held overseas that carry out R&D in Australia, will also benefit. These businesses will receive a 40 per cent non-refundable tax credit from 2010-11. In the case of companies with IP held overseas, this will replace the international premium that was introduced on July 1, 2007. In addition, no cap will be set on the level of eligible expenditure that can be claimed under the new tax credit system. These changes largely fulfill recommendations of the Cutler review that recommended a 50 per cent tax break for small companies and 40 per cent for larger businesses. Clean Energy Trade and Investment Strategy The venture sector also stands to gain directly from the $15 million Clean Energy Trade and Investment Strategy, intended to help clean energy developers find international opportunities. Bonus Tax Deduction for Small Business Capital Investments The $141 million over four years Bonus Tax Deduction for Small Business Capital Investments should filter through to some venture capital backed companies. TCF Sector Restructuring Finance Similarly, the redirection of $55 million of existing Textile Clothing and Footwear (TCF) Sector Restructuring Finance, including $10 million in new funding, towards innovation may assist some venture capital backed companies. Science Innovation Research and Education The record spending on science, innovation, research and education should also have a trickle-down effect on the venture sector although it may be seen as confirmation that this government, as well as the minister for innovation Senator Kim Carr, sticks to the view that funding university research is the best way to promote commercial innovation, a view which many in the venture capital sector would oppose. New funding in this area will be worth $4.5 billion over four years with $3.1 billion to go to science, innovation and research and the rest to education. Employee share schemes taxation Venture-backed companies were, however, in line for a body blow if the proposed new taxation regime for employee share schemes, involving upfront taxing of share options, had gone ahead in its original form. Strong opposition from business and unions forced the government to institute an urgent review of this measure. It is a matter of concern, however, that the proposal got into the budget papers in the form in which it was presented. It would appear that effects on the venture sector, and AVCAL representations on the issue, were given scant, if any, consideration prior to the budget being handed down. The government said the measure was primarily intended to claw back tax from highly paid executives of listed companies. Setting the threshold at a salary of $60,000 a year, however, meant it would inevitably cause serious collateral damage to early-stage technology companies. Surely those drafting the budget papers should have been aware that technology start-up companies rely on generous share options schemes as incentives to recruit, reward and retain skilled staff? Pre-revenue companies are by definition unable to afford high salaries. They use employee share schemes to attract skilled staff who might otherwise opt for Australian Private Equity & Venture Capital Journal higher rewards offered by established companies or chose to go overseas, principally to the US where technology sector salaries remain generally considerably higher than in Australia. Treasurer Wayne Swan on June 5 issued a consultation paper that made the following proposals: • The $1,000 tax exemption on share options apply to salaries of up to $150,000 rather than up to $60,000 • Limited deferral of the taxing point be allowed where there is genuine risk of forfeiture of shares • Annual reporting should be required and obligations on employers should be removed • Existing valuation rules should be reviewed Interested parties were given a whole week to respond with the government planning to enact new legislation before parliament rises on June 25, necessary for the legislation to be in place for the new tax year. It is difficult to understand how the government got into such a tangle over this issue apart from concluding it ignored pre budget representations. This is hardly encouraging after last year’s debacle when Commercial Ready was scrapped in the budget despite its retention being item one in AVCAL’s submission to the Cutler review. JUNE 2014 · Year 22 No 242 | 25 REARVIEW MIRROR 10 YEARS AGO... JUNE 2004 Government R&D support branded ‘too little, too late’ The extra $1 billion promised for business research and development in last month’s federal budget is “too little, too late” and may not mean any increase in real terms, according to accounting giant Deloitte. “The big disappointment is the lack of encouragement to the private sector to boost R&D here in Australia,” said Deloitte tax partner, Jamie Munday. “Australia is slowly improving but we have a long way to go.” In the May 6 Federal Budget, Treasurer Peter Costello announced the $1 billion Commercial Ready Program which the government says will run until 2011. Commercial Ready includes many existing programs including the second version of the Backing Australia’s Ability—Building Australia’s Future through Science and Innovation (Backing Australia II) package and will inject some additional funding. However, Mr Munday said that even with the new funding announcements, Australia still lags significantly behind much of the developed world with regard to providing encouragement for research and development. “Australia is now moving—albeit slowly but the rest of the world is moving far faster from a better start point. It is great to have the government’s commitment but it is not enough to give industry and business the incentives they need to shrink the gap.” Australia’s current business investment is 0.72 per cent of GDP compared with the OECD average of 1.56 per cent, according to Mr Munday. The USA, Finland, Sweden and Japan exceed 2 per cent, while Germany, France, the UK, Canada, Korea, Denmark, Austria, Belgium, Iceland, Switzerland and the Netherlands range between 1 per cent and 2 per cent. The Czech Republic, Norway, Ireland and Italy are in the same group as Australia with business investment ratios of between 0.5 per cent and 1 per cent of GDP. Mr Munday said that the biggest beneficiaries of Backing Australia II will be small to medium enterprises. “The big end of town will be supported as well but not to the same extent,” he said. At the tail end of the original Backing Australia’s Ability program, Federal industry minister, Ian Macfarlane, announced the sixth round of funding for the Biotechnology Innovation Fund last month. The BIF has provided $36 million for 160 ‘proof of concept’ projects since its inception in 2001. Mr Macfarlane said that in future BIF would be included in the $1 billion Commercial Ready program due to be operating within the coming financial year. “Commercial Ready will cast a much broader net, providing grants for ‘proof of concept’ projects in all industry sectors and I expect the biotechnology sector to be a major recipient of those grants.” The closing date for BIF applications is July 15. business version of the NIES Export Market Planning program to assist small businesses design and implement export plans. • The Government is to promote the improvement of business skills to lift small firm performance. Close to $3 million will be provided over the next four years. Measures will augment existing courses in secondary and tertiary institutions and assist professional associations to offer advanced courses. A key element will be firm performance. $1.5 million in grants over the next three years will be made available through two programs. The Australian Quality Council has successfully piloted the E Team project in NSW and this will now be expanded nationally. The program provides basic training in total quality management to secondary school students. More places will be made available in the Enterprise Workshops and these will be better marketed. Training materials based on NIES products and case studies will be developed for interested professional agencies such as accountancy and banking associations. The aim is for professionals to provide better advice to small and medium businesses. • The Industry Commission inquiry into new industrial materials has released an issues paper that can be used as a guide when making submissions. The paper seeks information and poses questions on the potential for greater us of new and advanced industrial materials, including scope for increasing the output of high value added products and exports. 20 YEARS AGO... JUNE 1994 Government news • Former Opposition leader, John Hewson, is the new shadow minister for Industry. The new Opposition spokesman on Small Business is Judith Moylan. • Industry Minister Peter Cook has continued the Government’s drive to boost investment with an upbeat assessment of the economy in an address to the NSW Chamber of Manufactures. Senator Cook said the economy is growing at around 4 per cent per year, growth is being driven by the lowest interest rates in two decades and the lowest inflation rates for 30 years. He said the corporate profit share is at an all time high, business confidence in manufacturing is at a 30 year high and consumer confidence remains buoyant. • The Department of Industry, Science and Technology is to develop a small *T o access all editions of Australian Private Equity & Venture Capital Journal since July 1992, convert to our Archive Subscription. Short term – 30 day – Archive Subscriptions are also available. Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 26 COMING EVENTS 11 June 29 August Law for Turnaround iAWARDS 2014 Gala Dinner. CTPA Course through UTS. Sydney. Turnaround Management Association of Australia. www.turnaround.org.au/whats-on.php Melbourne. MCI Australia. www.iawards.com.au 3-4 September 17 June Meet Brant Cooper, Lean Entrepreneur Melbourne. Slattery IT. www.slatteryit.com.au AVCAL alpha. Melbourne. AVCAL. www.avcal.com.au 8 September Accounting for Turnaround. 17 June Future Forum, Technology – Friend or Foe? Sydney. Australian Financial Review, Macquarie Group. afr.com/events CTPA Course through the University of Technology, Sydney. Sydney. Turnaround Management Association of Australia. www.turnaround.org.au/whats-on.php 18 September 17-18 June TMA 2014 National Conference. Sydney. Agile Australia 2014 – Embracing Disruption. Turnaround Management Association of Australia. www.turnaround.org.au/whats-on.php Melbourne. Slattery IT. www.slatteryit.com.au 23 October 19 June Tech23. Meet Brant Cooper, Lean Entrepreneur. Sydney. Slattery IT. www.slatteryit.com.au Sydney. Slattery IT. www.slatteryit.com.au 30 July Communications Alliance & CommsDay Awards (ACOMMS). Sydney. Communications Alliance and Commsday.com. www.acomms.com.au/register.php Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 27 SHARE CHART Last sale at end of month AUSTRALIAN LISTED PRIVATE EQUITY FUNDS/ INVESTMENT COMPANIES Investors/ Month May-14 Apr-14 Mar-14 Feb-14 Jan-14 Dec-13 Nov-13 Oct-13 Sep-13 Aug-13 Jul-13 Jun-13 PRIVATE EQUITY & VENTURE CAPITAL FUNDS/ INVESTORS A1 Investments & Resources (ASX: AYI) 0.001 0.001 0.001 0.001 0.001 0.001 0.001 0.002 0.003 0.002 0.003 0.002 Acrux (ASX: ACR) 0.870 1.035 1.72 2.100 2.350 2.22 2.510 2.680 3.300 3.320 3.370 3.600 Arowana International Ltd (ASX: AWN) 0.900 0.890 0.785 0.600 0.450 0.48 0.540 0.480 Authorised Investment Fund (ASX: AIY) 0.020 0.026 0.026 0.029 0.029 0.026 0.026 0.033 0.040 0.036 0.038 0.038 Biotech Capital (ASX: BTC) 0.020 0.023 0.025 0.021 0.018 0.025 0.025 0.024 0.022 0.025 0.020 0.020 Billabong International (ASX: BBG) (Centrebridge Partners/ Oaktree Capital) 0.485 Blue Sky Alternative Investments (ASX: BLA) 2.500 2.340 2.400 2.090 2.190 1.610 1.930 1.450 1.390 1.550 1.405 1.250 BPH Energy Ltd (ASX: BPH) 0.009 0.008 0.010 0.012 0.011 0.013 0.013 0.013 0.013 0.015 0.011 0.007 delisted delisted delisted delisted delisted delisted delisted delisted 0.275 0.275 0.270 0.170 Bravura (ASX: BVA) (Ironbridge Capital) Burson Group (ASX: BAP) (Quadrant Private Equity) 1.940 Chandler Macleod (ASX: CMV) (Lazard Australia Private Equity) 0.335 0.415 0.415 0.410 0.415 0.425 0.505 0.475 0.455 0.510 0.450 0.400 ClearView Wealth (ASX: CVW) (Crescent Capital) 0.820 0.760 0.735 0.700 0.660 0.610 0.605 0.655 0.590 0.615 0.600 0.610 CoverMore Group (ASX: CVO) (Crescent Capital) 2.380 1.180 1.230 1.180 1.200 1.180 1.200 1.100 1.115 1.060 1.030 1.000 CVC Limited (ASX: CVC) 1.250 Dick Smith Holdings (ASX: DSH) (Anchorage Capital) 2.150 Disruptive Investment Group (ASX: DVI) 0.016 0.190 0.250 Energy Developments (ASX: ENE) (Pacific Equity Partners) 5.060 5.200 5.160 5.500 Grandbridge (ASX: GBA) 0.060 0.060 0.064 0.064 0.045 0.045 0.045 0.040 0.050 0.042 0.044 0.033 Invigor Group (ASX: IVO) 0.040 0.040 0.053 0.020 0.040 0.020 0.020 0.025 0.030 0.032 0.027 0.030 0.007 0.007 0.525 0.530 0.550 0.590 0.535 0.595 0.530 Invigor Group (ASX: IVO) options Jul 2018 0.007 0.007 0.007 0.007 0.007 iSonea (ASX: ISN) (Bioscience Managers/ Triton Inc) 0.180 0.180 0.210 0.280 0.320 iSonea (ASX: ISN) options Jun 2014 0.085 0.085 0.085 0.120 Lion Selection Group (ASX: LSX) 0.400 0.455 0.050 0.510 Lion Selection Group (ASX: LSX) options Dec 2014 0.035 0.035 0.035 0.530 NSX Limited (ASX: NSX) 0.115 0.170 0.170 0.170 0.110 0.140 0.150 0.135 0.150 0.110 0.110 0.160 Oceania Capital Partners (ASX: OCP) 1.450 1.460 1.500 1.500 1.600 1.600 1.590 1.600 1.600 1.600 1.600 1.600 QRX Pharma (ASX: QRX) (Uniseed) 0.095 0.094 0.770 0.860 Q Technology Group (ASX: QTG) (Helmsman Capital) 0.021 0.015 0.020 0.017 0.020 0.021 0.018 0.020 0.020 0.012 0.012 0.009 Spotless Group (ASX: SPO) (Pacific Equity Partners) 1.820 Techniche Limited (ASX: TCN) 0.064 0.650 0.070 0.094 0.070 0.670 0.069 0.081 0.070 0.046 0.042 0.033 Transpacific Industries (ASX: TPI) (Warburg Pincus, exited 2 Nov 2013) exited exited exited exited exited exited exited 1.145 0.980 0.960 0.855 0.780 Veda Group (ASX: VED) (Pacific Equity Partners) 2.270 30.000 28.980 36.88 37.360 38.050 29.620 30.900 24.120 16.860 13.850 15.300 13.000 0.480 0.460 0.465 0.440 0.440 0.435 0.440 0.460 0.440 0.42 0.400 0.405 Xero (ASX: XRO) (Valar Ventures, Matrix Capital) FUNDS OF FUNDS ING PEAL (ASX: IPE) Australian Private Equity & Venture Capital Journal JUNE 2014 · Year 22 No 242 | 28
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