General Finance Corporation (NASDAQ:GFN) (NASDAQ:GFNCL)
(NASDAQ:GFNCZ) (“General Finance”) today announced that its
subsidiary, GFN Australasia Holdings Pty Limited (to be renamed
Royal Wolf Holdings Limited, if converted to a public company)
(“Royal Wolf”), is considering a proposal to undertake an initial
public offering of its ordinary shares (“Shares”) in Australia and
apply for listing of its Shares on the Australian Securities
Exchange (“Australian IPO”). General Finance intends to retain an
indirect majority interest in Royal Wolf subsequent to the
Australian IPO.
A final decision on whether or not to proceed with the
Australian IPO has not yet been made and the offer remains subject
to, among other things, pricing and execution of an underwriting
agreement on acceptable terms. If the Australian IPO proceeds,
Royal Wolf will file a prospectus with the Australian Securities
& Investments Commission (“ASIC”), and eligible persons, which
do not include persons in the United States, will need to complete
an application form that will be in or will accompany the
prospectus for the Australian IPO.
If successful, General Finance intends to use the net proceeds
from the Australian IPO for, among other things, satisfying General
Finance’s put obligation to repurchase the 13.8% minority interest
in Royal Wolf’s immediate holding company from Bison Capital
Australia L.P., reducing senior and subordinated borrowings, paying
the costs of the Australian IPO and for general working capital
purposes.
In the planned Australian IPO it is proposed that the offering
will include a broker firm offer and an institutional offer. The
offering will not be available to persons who are in the United
States. In connection with the proposed Australian IPO, certain
information about Royal Wolf will be disclosed to prospective
investors. The information disclosed to prospective investors will
include the information attached to this news release.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. The securities to
be offered have not been and will not be registered, and may not be
offered or sold, in the United States absent an exemption from the
registration requirements of the United States Securities Act of
1933, as amended. A prospectus for the securities will be made
available in Australia when the securities are offered and any
permitted applicant under the terms of that prospectus will need to
complete the application form that will be in or will accompany the
prospectus. This press release is for information purposes only and
does not constitute an offer to sell or a solicitation of an offer
to buy Shares of Royal Wolf.
About General Finance Corporation
General Finance Corporation (www.generalfinance.com), through
its indirect 86.2%-owned subsidiary, Royal Wolf Trading Australia
Pty Ltd. (www.royalwolf.com.au) and its indirect 100%-owned
subsidiary Pac-Van, Inc. (www.pacvan.com), sells and leases
products in the portable services industry to a broad cross-section
of industrial, commercial, educational and government customers
throughout Australia, New Zealand and the United States. These
products include storage containers and freight containers in the
mobile storage industry; and modular buildings, mobile offices and
portable container buildings in the modular space industry.
Cautionary Statement About Forward-Looking Statements
Statements in this news release that are not historical facts
are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, but are not limited to, statements relating to
plans to undertake an initial public offering by Royal Wolf,
statements and assumptions in the forecasts and information to be
included in the prospectus to be filed with the ASIC, plans to list
the Shares on the Australian Securities Exchange and plans to sign
an underwriting agreement in connection with the Australian IPO,
our ability to raise capital or borrow additional funds or changes
in the Australian or New Zealand dollar relative to the U.S.
dollar. These involve risks and uncertainties that could cause
actual outcomes and results to differ materially from those
described in forward-looking statements. We believe that the
expectations represented by our forward looking statements are
reasonable, yet there can be no assurance that such expectations
will prove to be correct. Furthermore, unless otherwise stated, the
forward looking statements contained in this press release are made
as of the date of the press release, and we do not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise unless required by applicable
legislation or regulation. The forward-looking statements contained
in this press release are expressly qualified by this cautionary
statement. Readers are cautioned that these forward-looking
statements involve certain risks and uncertainties, including those
contained in filings with the Securities and Exchange
Commission.
WARNING
The following forecasts and information, which are subject to
change, should not be considered as a recommendation to purchase,
sell or hold any securities of General Finance or Royal Wolf or to
take or not to take any action. General Finance, Royal Wolf
and any of their directors and officers disclaim all liability to
any person who takes any action based solely on the following
information and forecast.
The following forecasts and information relating to the proposed
Australian IPO will be included in a prospectus which will contain
information that will assist prospective investors in the
Australian IPO in deciding whether to purchase the Shares. The
following information and forecast are not sufficient by themselves
to make an informed decision whether to purchase the Shares. Any
person allowed to invest in the Shares should only purchase the
Shares after reviewing the prospectus for the Australian IPO.
General Finance may elect not to consummate the Australian IPO. If
General Finance elects not to complete the Australian IPO, the
forecasts will no longer be valid because it is based, in part, on
Royal Wolf receiving the net proceeds from the Australian IPO.
The following forecast and information includes forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual outcomes and results to
differ materially from those described in the forecasts.
General Finance does not undertake any obligation to update
publicly or to revise any of the forward-looking statements in the
following information or in the forecasts, whether as a result of
new information, future events or otherwise unless required by
applicable legislation or regulation.
The following forecasts and information are stated in Australian
dollars (“AUD” or “A$”).
FORECASTS
The basis of preparation in respect of each of the fiscal year
2011 ending 30 June (“FY2011”) Pro Forma Forecast Financial
Information and the fiscal year ending 30 June 2012 (“FY 2012”)
FY2012 Forecast Financial Information is detailed below. The
forecast financial information below includes the best estimate
assumptions of Royal Wolf specific to each of the forecast periods.
In addition to these specific assumptions, the general assumptions
adopted in preparing the Forecast Financial Information which apply
to both the FY2011 Pro Forma Forecast Financial Information and the
FY2012 Forecast Financial Information are detailed below. In
addition to the assumptions set forth below, the forecast
information assumes that the Australian IPO is completed.
General assumptions
The following general assumptions are relevant to the Forecast
Financial Information:
- there is no material change in the
competitive operating environment in Australia and New
Zealand;
- there is no change in applicable
Australian Accounting Standards and International Financial
Reporting Standards that would have a material impact on Royal
Wolf’s accounting policies, financial reporting or disclosure;
- there is no material change to Royal
Wolf’s operating or regulatory environment;
- there is no material amendment to any
material agreement relating to Royal Wolf’s business other than
what is disclosed in the Australian IPO prospectus;
- there are no significant disruptions to
the continuity of operations of Royal Wolf and there are no other
material changes in Royal Wolf’s business;
- there is no material litigation that
will arise or be settled to the benefit or detriment of Royal
Wolf;
- there are no contingent liabilities
that will arise or be realised to the detriment of Royal Wolf;
- there are no material losses of
customers or contracts;
- there is no loss of key management
personnel;
- Royal Wolf will have entered into a new
senior secured credit facility with a maximum borrowing to A$100
million;
- Royal Wolf will maintain the ongoing
ability to recruit and retain required personnel; and
- there are no impacts from any material
business acquisitions or disposals.
Summary financials(-000-) FY2011
FY2012 Selected income statement items
Sales revenue A$ 75,394 A$ 76,267 Lease revenue
52,004 59,691 Total revenue 127,398
135,958 Gross profit 54,426 61,712 EBITDA 30,047 34,943
Depreciation (8,912) (8,243) EBITA
21,135 26,700 Amortisation (4,548) (3,978) EBIT 16,587
22,722
Selected cash flow items Capital expenditure
on PPE A$ 2,109 A$ 2,400 Fleet capital expenditure 14,448 19,631
Acquisition capital expenditure – –
Total capital expenditure 16,557 22,031 Net working capital 1,496
(1,209)
FY2011 Pro Forma Forecast
The FY2011 Pro Forma Forecast Financial Information has been
prepared on the basis of reviewed pro forma consolidated historical
financial information for the six months ended 31 December 2010 and
the pro forma consolidated forecast financial information for the
six months from 1 January 2011 to 30 June 2011.
The FY2011 Pro Forma Forecast Financial Information is based on
various best estimate assumptions, of which the key assumptions are
set out below. The assumptions below are a summary only and do not
represent all factors that will affect Royal Wolf’s forecast
financial performance. This information is intended to assist
investors in assessing the reasonableness and likelihood of the
assumptions occurring, and is not intended to be a representation
that the assumptions will occur. It should be read in conjunction
with the general assumptions set out above.
The best estimate assumptions underpinning the FY2011 Pro Forma
Forecast Financial Information include the following:
- Sales revenue growth of 14.0%,
reflecting the revenue levels achieved in the six months ended 31
December 2010;
- Leasing revenue growth of 13.8%, taking
into account the observed growth in the six months ended 31
December 2010;
- Gross margin of 42.7%, consistent with
margins observed throughout the six months ended 31 December
2010;
- SG&A to be maintained at levels
observed in the six months ended 31 December 2010 on a pro forma
basis;
- Forecast capital expenditure of A$16.6
million to support the forecast 14.1% increase in fleet to 24,914
at 30 June 2011;
- Average utilisation in FY2011 is
forecast to be 85.3%, which is broadly consistent with utilisation
observed in the six months to 31 December 2010; and
- Working capital requirements which are
based on forecast earnings growth and are consistent with trading
terms as at 31 December 2010.
FY2012 Forecast Financial
Information
The FY2012 Forecast Financial Information is based on various
best estimate assumptions, of which the key assumptions are set out
below. The assumptions below are a summary only and do not
represent all factors that will affect Royal Wolf’s forecast
financial performance. This information is intended to assist in
assessing the reasonableness and likelihood of the assumptions
occurring, and is not intended to be a representation that the
assumptions will occur. It should be read in conjunction with the
basis of preparation of the Forecast Financial Information set out
and the general assumptions set out above.
The best estimate assumptions underpinning the forecasts for
FY2012 include the following:
- Sales revenue growth of 1.2%
underpinned by the assumed stabilisation of revenue from Royal
Wolf’s special project group within the National Accounts
Management Team focusing on the resources and construction sectors
in FY2012. As well as the strategy of focusing on increasing
leasing revenues Royal Wolf will continue to pursue significant
sales opportunities through its special projects group although the
timing and value of those opportunities can be unpredictable.
- Leasing revenue growth of 14.8%
primarily driven by assumed continued volume growth, represented by
forecast total units on lease of 27,786 in June 2012, compared to
the forecast of 24,914 in June 2011, coupled with incremental
penetration of portable buildings leasing revenue;
- Gross margin of 45.4%, compared to
42.7% in FY2011, reflecting the shift in revenue mix towards higher
margin leasing revenues;
- SG&A expenses increasing by A$2.4
million to A$26.8 million, reflecting the full year incremental
public company costs of A$0.6 million, an assumed 4% increase in
average salaries and wages costs, and additional headcount,
including an additional sales and marketing manager for the special
National Accounts projects;
- Depreciation is forecast to decrease
due to the full depreciation of older containers within the fleet
being replaced by newer containers with a longer useful life and
greater residual value;
- Amortisation is forecast to decline
marginally in FY2012 as a result of software intangible assets
being fully amortised during FY2011;
- Net interest expense is based on a cost
of debt of 7.75%, in accordance with the terms of the proposed new
senior secured credit facility;
- Income tax expense is based on an
assumed 30% tax rate;
- Income tax paid assumed to be zero as a
result of the following:
- During the historical period, the
Company has not been in an income tax payable position
predominately as a result of the foreign exchange losses on the USD
denominated loans and the level of interest paid under the
historical funding structure; and
- The Company expects that, as a result
of the existing accumulated tax losses (A$33.4 million as at
31 December 2010) the Company will not be in an income tax
payable position until at least FY2014.
- Capital expenditure is forecast to be
A$22.0 million for FY2012, as follows:
- Fleet capital expenditure in relation
to a net 4,324 new containers to support the assumed growth in hire
volumes in FY2012;
- Purchase of property, plant and
equipment totaling A$2.4 million which includes the costs of
additional support equipment such as forklifts, workshops and
manufacturing equipment; and
- Utilisation of 85% in FY2012, which is
broadly in line with the levels observed in the six months to
31 December 2010.
- Working capital requirements which are
based on forecast activity levels by product and consistent with
trading terms as at 31 December 2010;
- FY2012 average AUD/NZD rate of 0.75 and
AUD/USD rate of $1.00; and
- Since purchases of containers and
portable buildings are priced in US dollars, a 5% increase in the
Australian dollar could increase FY2012 EBITDA by 3.5%.
INFORMATION
- In connection with the proposed
Australian IPO, General Finance would sell the trademark “Royal
Wolf” to Royal Wolf;
- Following the completion of the
Australian IPO, Royal Wolf plans to pay a semi-annual dividend
equal to 40% to 60% of its net profit after tax;
- Subject to the completion of the
Australian IPO generating gross proceeds of not less than A$100
million, Royal Wolf and ANZ Bank have preliminarily agreed to enter
into a new senior secured credit facility with a maximum borrowing
to A$100 million;
- Royal Wolf estimates its market share
in the Australian and New Zealand portable storage leasing market,
portable storage sales market and freight container leasing market
to be over 40%, approximately 30% and over 20%, respectively;
and
- Royal Wolf’s top 10 customers comprise
12% of total revenue and Royal Wolf’s top 100 customers make up 30%
of total revenue.
General Finance Corp. - Warrants 06/25/2013 (MM) (NASDAQ:GFNCZ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
General Finance Corp. - Warrants 06/25/2013 (MM) (NASDAQ:GFNCZ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024