«JOINT LEAD MANAGERS: LODGE CORPORATE PTY LTD ABN 50 125 323 168AUTHORISED REPRESENTATIVE OF AFSL 246271 BLIGH CAPITAL SECURITIES PTY LTD ACN 131 668 ...»
JOINT LEAD MANAGERS:
LODGE CORPORATE PTY LTD ABN 50 125 323
168AUTHORISED REPRESENTATIVE OF AFSL 246271
BLIGH CAPITAL SECURITIES PTY LTD ACN 131 668 810
ATHORISED REPRESENTATIVE OF AFSL 329340
POWERHOUSE VENTURES LIMITED Australian Equities
Initial Public Offering
BRIEFING NOTEInvestment Highlights OFFER HIGHLIGHTS Leading commercialisation company transforming university generated intellectual property (IP) in NZ since 2010. Offer Type: Initial Public Offering (IPO) Established business with active role in commercialisation of selected IP, with current Securities Exchange: Australian Securities portfolio of 20 companies valued at $NZ20.92 million.
Exchange Expertise across four sectors - Engineering and cleantech, agritech and Issuer: Powerhouse Ventures environmental, medical and healthcare; and digital and ICT. Limited ASX Code: PVL Well positioned to generate superior revenues through mandated arrangements with Joint Lead Managers: Bligh Capital Securities
universities and in active management of portfolio companies:
Lodge Corporate Achieved 34.6% internal rate of return (IRR) in company portfolio value since Issue Price per Share: $A1.07/$NZ1.14 2010; and
since expanded its successful model throughout New Zealand and into Australia.
Powerhouse has developed a portfolio of companies based on a diverse range of technologies and holds a direct shareholding in each of its incubated companies. The Powerhouse portfolio currently comprises 19 active companies, with a combined net asset valuation (NAV) as at 31 March 2016 of $NZ20.92 million. The Company takes an active role in building these new ventures into companies with global growth potential.
Powerhouse has developed strong relationships with leading universities in Australasia.
These relationships underpin the company’s success and its prospects for continued growth. Powerhouse currently holds relationships with 14 universities and five government-owned research organisations. These relationships provide an extensive pipeline of opportunities for assessment of commercialisation potential that may lead to possible company formation and investment.
Powerhouse's business approach and capacity to generate above average shareholder returns Powerhouse's business model is similar to those employed by IP commercialisation companies based in Europe and the United States of America, taking technological ideas and converting them into world-changing commercial successes. Notable listed peers include UK listed IP Group plc (Code: IPO:LSE; Market Cap: GBP920.7m) and Imperial Innovations Group plc (Code: IVO:LSE; Market Cap: GBP633.07m).
Powerhouse works closely with universities and FIGURE 1: POWERHOUSE BUSINESS MODEL research institutes and is typically the first investor in a pre-seed company. This enables the Company to both mitigate risk by investing relatively small amounts and ensure that it drives the proof-of-concept stage.
Powerhouse forms, supports and invests in companies that are seeking to commercialise
technologies in one of four sectors, namely:
1. Environmental and agritech;
2. Engineering and cleantech;
3. Healthcare and medical devices; and
4. Information and communication technologies.
The Powerhouse investment methodology consists of three core components, namely: identification of research with significant commercial potential; incubation and business building expertise provided to the companies created; and investment to facilitate their development. The Company is able to leverage strategic university relationships to identify, screen and invest in high impact innovation IP.
Following investment, Powerhouse FIGURE 2: POWERHOUSE EXPERTISE deploys its in-house expertise to then incubate, transform (and corporatise) the IP assets of each investee company.
Powerhouse is able to manage investment risk at each stage of business development in a structured portfolio environment. The Company is able to match investment with expertise across a range of disciplines (technology field, investment, business growth and management, and M&A), thus ensuring increased probability and ultimate commercial success for each investee company.
Powerhouse aims to deliver superior returns to investors through: net tangible asset appreciation (as a consequence of increases in portfolio company valuations; declaring dividends to investors (received as distributions from portfolio companies); and liquidity events in portfolio companies. Separately, the Company generates revenues through advisory service fees received for screening, shaping and analysis services provided to and funding grants from universities and government agencies.
Powerhouse company portfolio Powerhouse's portfolio comprises 19 active companies based on science and technology originating from universities and involved in one of the four sectors of investment focus. These companies range in their stage of development from pre-seed, seed or post-seed. Powerhouse seeks to hold a significant equity interest in Portfolio Companies.
The investment portfolio was valued at $NZ20.92 million ($NZ1.14 NAV FIGURE 3: HISTORICAL PERFORMANCE - POWERHOUSE COMPANY per Share) at 31 March 2016. Approximately 80% of the portfolio's value PORTFOLIO (new investment and fair value appreciation) resides in the largest five investee companies, most of which have made significant progress in the last twelve months towards achieving key milestones and commercial viability.
The performance of Powerhouse can be best assessed by the change in Fair Value of the investments in Portfolio Companies. In aggregate, the Fair Value of the Powerhouse portfolio has achieved an historical internal rate of return (IRR) of 34.6% based on IPEV valuation guidelines.
Investing alongside Powerhouse historically has been principal co-investment partners NZVIF Investments Limited (NZVIF) and CRIS Limited (CRIS), a subsidiary of the Canterbury Development Corporation.
In addition, Powerhouse has a network of individual investors who have also co-invested in Portfolio Companies alongside the Company.
Powerhouse invests across three stages of ventures: pre-seed, seed and post seed. These can be categorised as shown in the following table.
Powerhouse provides capital to its portfolio companies to support their growth towards becoming globally competitive businesses, maintaining a 25%-40% stake where possible.
Australia & New Zealand Commercialisation Landscape The addressable target market for Powerhouse relates to the research funding and resulting intellectual property created by universities and research institutes in Australia and New Zealand and is estimated at over $A10 billion per annum. Universities and research institutes have the rights to commercialise the intellectual property developed by their researchers and traditionally funding has been primarily sourced from central government.
Each university and research institute will have their own Commercialisation Office (or technology transfer office), charged with the role of acting on behalf of the university to identify new inventions, implement appropriate intellectual property protection, often through a patent, and seek opportunities to transfer the technology out of the research environment, into a commercial environment.
The Commercialisation Office within each university may investigate a number of possible strategies to commercialise the invention. These include licensing to an established company active in the market where the technology has value or, seeking investment to form a new company to take the technology to market; entering into consulting agreements.
Federal governments in both countries have been strongly supportive of innovation for some years directed at advancing the commercialisation of university and other intellectual property. For example, in New Zealand Callaghan Innovation was established in February 2013 as a government agency to provide direct support and funding to chosen domestic commercialisation business partners and technology incubators, of which Powerhouse is a beneficiary.
FIGURE 5: NEW ZEALAND & TARGETED AUSTRALIAN UNIVERSITY RESEARCH FUNDING MARKET
Executive Team & Board Powerhouse has an experienced and well-credentialed board and executive team, with plans to appoint an additional Australian based board member post ASX listing.
Key Offer Information The company proposes to list on the Australian Securities Exchange Limited (ASX) in Q3 CY16 by way of a Prospectus Offer to raise $A10 million to $A20 million, which will represent 32.4% to 49.0%, respectively, of the issued Shares in Powerhouse following the Offer. The Offer is open to institutional and retail investors in Australia and New Zealand. Upon Listing, Powerhouse will have a market capitalisation (based on the Offer Price) of approximately $A30 million to $A40 million.
Powerhouse has appointed Bligh Capital Securities Pty Ltd and Lodge Corporate Pty Ltd in the role of Joint Lead Managers (JLMs) to the Offer and key details relating to the Offer are included in Tables 3 below. The Offer is not underwritten, and the JLMs are seeking to secure firm applications for the minimum subscription amount prior to lodge of the Prospectus with ASIC. Powerhouse and JLMs reserve the right to vary the offer dates and terms.
Disclaimer & DISCLOSURE Disclaimer The information in this document has been directly sourced from the Prospectus issued by Powerhouse Ventures Limited that was lodged with ASIC on the 2 August 2016 (Prospectus). Because this document has been prepared without consideration of any specific client’s investment objectives, financial situation or needs it must be treated as being general advice only and an investment adviser should be consulted before any investment decision is made. While this document is based on the information from sources which are considered reliable, Lodge Corporate Pty Ltd and Bligh Capital Securities Pty Ltd, their representatives, directors, officers, employees and consultants (Joint Lead Managers) do not represent, warrant or guarantee, either expressly or impliedly, that the information contained in this document is complete or accurate. Nor do the Joint Lead Managers accept any responsibility to inform recipients of this document of any matter that subsequently comes to its notice which may affect any of the information contained in this document.
The Joint Lead Managers, their respective directors, officers, employees and consultants make no recommendation as to whether you should participate in the new issue by the Company, nor do they make any recommendation or representation to you concerning the financial products or the accuracy, reliability or completeness of the information provided or the performance of the Company. This note is intended to provide background information only and does not purport to make any recommendation upon which you may rely without taking further and more specific advice. Potential investors must make their own independent assessment and investigation of the opportunity and should not rely on any statement or the adequacy or accuracy of the information provided by the Joint Lead Managers. The information provided does not purport to cover all relevant information about any potential investment in the Company.
This document is intended solely for the information of the particular person to whom it was provided by the Joint Lead Managers and should not be relied upon by any other person. Although we believe that the advice and information which this document contains is accurate and reliable, the Lead Manager has not independently verified information contained in this document which is derived from publicly available sources, directors and proposed directors and management. The Joint Lead Managers assume no responsibility for updating any advice, views, opinions, or recommendations contained in this document or for correcting any error or omission which may become apparent after the document has been issued. The Joint Lead Managers do not give any warranty as to the accuracy, reliability or completeness of advice or information which is contained in this document. Except insofar as liability under any statute cannot be excluded, the Joint Lead Managers, their respective directors, officers, employees and consultants do not accept any liability (whether arising in contract, in tort or negligence or otherwise) for any error or omission in this document or for any resulting loss or damage (whether direct, indirect, consequential or otherwise) suffered by the recipient of this document or any other person. This document is being furnished to you solely for your information and may not be reproduced or redistributed to any other person. This is a private communication and was not intended for public circulation or publication or for the use of any third party, without the approval of and the Joint Lead Managers. This document has not been written for the specific needs of any particular person and it is not possible to take into account each investors individual circumstances and that investors should make their adviser aware of their particular needs before acting on any information or recommendation does not constitute a recommendation, invitation, offer or solicitation or inducement to subscribe for shares offered by the Prospectus. Investors should refer to Prospectus by the Company prior to making any investment decisions.