Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie...

20
ACN 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November 2015 Company Announcement Office Australian Securities Exchange Limited Philippine Casino and Hospitality Acquisition to Proceed Highlights: Stotsenberg Leisure & Hotel Corporation Acquisition to Proceed Acquisition price US$26 million in shares (in three tranches) US$25 million Profit Guarantee Highly experienced casino operator management group appointed Philippines fastest growing gaming market in Asia (and elsewhere), alone achieving 13% GGR growth 1 Recently appointed COO Ken Wong with more than 14 years experience in Gaming and Gaming related industries Frontier Capital Group Limited (ASX: FCG) (Company or Frontier Capital or FCG) advises that directors have, subject to approval of shareholders, agreed to the acquisition of Stotsenberg Leisure & Hotel Corporation located at Clark Freeport Zone, Philippines (Acquisition). “Research conducted by Citi and Macquarie Research has found that the Philippines gaming industry is the fastest growing in the Asia. Our entry into the gaming industry is well timed to capitalise on this potential,” said Ken Wong, FCG Chief Operating Officer. Stotsenberg Hotel The Stotsenberg Hotel consists of impressive 3 storey buildings with 239 hotel rooms – 2 Presidential Suites (The John M. Stotsenberg Suite and the Harold M. Clark Suite); 39 Executive Rooms, 28 Deluxe Queen Bedrooms, 163 Deluxe Twin Bedrooms; and 7 Studio rooms. Outlets include restaurants and bars – Bleu, Twist, S-Bar, Hacienda Lounge while amenities consist of swimming pool, the Trim Gym and the Central Park in the middle of the development. Additional facilities are the Convention Center, which can accommodate 650 - 2,000 people (depending on configuration). Casablanca Casino The Casablanca Casino operates from the Stotsenberg Hotel, inspired by the 1942 romantic hit film Casablanca starring Humphrey Bogart and Ingrid Bergman The following table shows the current casino configuration: Gaming Tables 36 Slot machines 190 VIP rooms 2 E!xcite Gaming and Entertainment Inc (E!xcite) will provide management and operate the hotel and gaming business (see profile below). E!xcite have provided a 5-year profit guarantee of US$5 million per annum (US$25M) (Profit Guarantee). E!xcite will pay any shortfall to the Company and any securities issued to E!xcite will be linked to achieving the Profit Guarantee and released proportionately as the Profit Guarantee is met. 1 Citi Research, 20 July 2015 For personal use only

Transcript of Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie...

Page 1: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

ACN 145 105 148

Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia

P: +61 2 9251 7177 | F: +61 2 9251 7500

6 November 2015

Company Announcement Office Australian Securities Exchange Limited

Philippine Casino and Hospitality Acquisition to Proceed

Highlights:

• Stotsenberg Leisure & Hotel Corporation Acquisition to Proceed

• Acquisition price US$26 million in shares (in three tranches)

• US$25 million Profit Guarantee

• Highly experienced casino operator management group appointed

• Philippines fastest growing gaming market in Asia (and elsewhere), alone achieving 13% GGR growth1

• Recently appointed COO Ken Wong with more than 14 years experience in Gaming and Gaming related industries

Frontier Capital Group Limited (ASX: FCG) (Company or Frontier Capital or FCG) advises that directors have, subject to approval of shareholders, agreed to the acquisition of Stotsenberg Leisure & Hotel Corporation located at Clark Freeport Zone, Philippines (Acquisition).

“Research conducted by Citi and Macquarie Research has found that the Philippines gaming industry is the fastest growing in the Asia. Our entry into the gaming industry is well timed to capitalise on this potential,” said Ken Wong, FCG Chief Operating Officer.

Stotsenberg Hotel

The Stotsenberg Hotel consists of impressive 3 storey buildings with 239 hotel rooms – 2 Presidential Suites (The John M. Stotsenberg Suite and the Harold M. Clark Suite); 39 Executive Rooms, 28 Deluxe Queen Bedrooms, 163 Deluxe Twin Bedrooms; and 7 Studio rooms. Outlets include restaurants and bars – Bleu, Twist, S-Bar, Hacienda Lounge while amenities consist of swimming pool, the Trim Gym and the Central Park in the middle of the development. Additional facilities are the Convention Center, which can accommodate 650 - 2,000 people (depending on configuration).

Casablanca Casino

The Casablanca Casino operates from the Stotsenberg Hotel, inspired by the 1942 romantic hit film Casablanca starring Humphrey Bogart and Ingrid Bergman

The following table shows the current casino configuration:

Gaming Tables 36

Slot machines 190

VIP rooms 2

E!xcite Gaming and Entertainment Inc (E!xcite) will provide management and operate the hotel and gaming business (see profile below). E!xcite have provided a 5-year profit guarantee of US$5 million per annum (US$25M) (Profit Guarantee). E!xcite will pay any shortfall to the Company and any securities issued to E!xcite will be linked to achieving the Profit Guarantee and released proportionately as the Profit Guarantee is met.

1 Citi Research, 20 July 2015

For

per

sona

l use

onl

y

Page 2: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Page 2

Upon receipt of audited accounts verifying the Net Profit After Tax (NPAT) for each of the 2016 – 2020 Financial Years is US$5,000,000 or more, E!xcite will be issued 28,440,000 shares representing the guaranteed US$5 million profit.

In the event that the NPAT is less than US$5,000,000, E!xcite will pay to the company the difference between US$5,000,000 and the actual NPAT before the shares are issued.

The Profit Guarantee is performance based and not otherwise guaranteed or secured.

The Company has investigated the experience and qualifications of the E!xcite management team but has not yet completed its due diligence on E!xcite to determine whether it has the capacity to satisfy the Profit Guarantee.

The Company will seek a waiver of LR 7.3.2 to allow the Company to:

1. issue the tranche 2 and tranche 3 shares to the Vendors; and 2. issue the E!xcite securities upon confirmation of each year’s profit target being achieved.

Alternatively, securities may be issued as Performance Shares converting to ordinary shares upon confirmation of each year’s profit target being achieved.

The Acquisition will constitute a change to the nature or scale of Frontier Capital’s activities and in accordance with the Listing Rules of the ASX will be considered by shareholders at a general meeting, proposed to be held before the end of this year. The Notice of Meeting will include information about the likely effect of the transaction on the entity’s total assets, total equity interests, annual revenue and annual expenditure and will be dispatched to shareholders following review by the ASX and ASIC. An independent expert report will accompany the Notice of Meeting.

Should shareholders approve the acquisition, FCG will be required to recomply with chapters 1 and 2 of the ASX listing rules and this will be required before the completion of the Acquisition.

The Company will apply for readmission.

The proposed acquisition will result in a change in FCG’s main undertaking and the effect on FCG’s existing business is currently under review. It is contemplated that a change of name of the company will be presented to shareholders to reflect a name more consistent and aligned to the new undertakings of the company both locally and offshore. The ASX code will remain “FCG”.

The Acquisition will result in the issue of 154,050,000 FPO shares in three tranches equating to US$26 million.

Additionally, shareholders will be asked to approve the issue of 142,200,000 FPO shares to E!xcite, in tranches linked to the profit guarantee being achieved. E!xcite are independent and not related to the Company nor to the Vendors. E!xcite however will nominate 3 directors to the board at Completion.

The following table illustrates the maximum effect on issued capital as a result of the Acquisition and issue of securities to E!xcite.

Shares Listed Options Other Options Comment Current 87,800,000 13,000,000 42,950,0002

Tranche 1 47,400,000 To be issued on Completion

Tranche 2 62,212,500 To be issued on 1 May 2016

Tranche 3 44,437,500 To be issued on 1 August 2016

2 Includes 3,500,000 options to be issued to Sanston Securities pursuant to the CK Graphic transaction.

For

per

sona

l use

onl

y

Page 3: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Page 3

E!xcite 142,200,000 To be issued upon E!xcite meeting each year’s profit guarantee

Others 5,000,000 Total 389,050,000 13,000,000 42,950,000

On the basis that no Options are exercised current shareholders will reduce from 100% to 22.6% upon the issue of all securities relating to the transaction.

The Shareholders Agreement provides for deferred payments (tranches) to meet the capital requirements of the Vendors.

Subject to shareholder approval at the General Meeting, six new directors will join the board of the Company. Three directors will be nominees of the Vendors who will retire at the first AGM following completion and not seek re-election, a further three will be nominated by E!xcite. The qualifications and background of the proposed new directors will be included in the Notice of Meeting. The existing directors will remain in office following Completion. Indicative Timetable Notice of Meeting sent to shareholders of FCG 23 November 2015

Prospectus lodged with ASIC Application for readmission lodged with ASX

7 December 2015

FCG Shareholders Meeting 24 December 2015

Completion of Acquisition Re-instatement to trading on ASX

Upon confirmation by ASX that all conditions for readmission have been met.

These dates are indicative only and subject to change.

About Stotsenberg Leisure & Hotel Corporation

Stotsenberg Leisure & Hotel Corporation, consisting of Hotel Stotsenberg and Casablanca Casino, is located at Clark, a sprawling, cosmopolitan metropolis that offers many places of interests and a host of events and activities accessible to a wide spectrum of tourists and visitors.

With a highly improved road network and increasing flights at Clark International Airport (CIA), Clark is setting out to become the hub for business, aviation and tourism in the Philippines.

The Stotsenberg Hotel and Casablanca Casino are located less than 2 kilometers from the CIA. Several airlines offer domestic and international flights to CIA, with 4 million passengers arriving each year.

Clark Freeport Zone, in the Philippines, is a redevelopment of the former Clark Air Base, a former United States Air Force base. It is located on the northwest side of Angeles City and borders the municipality of Mabalacat in the province of Pampanga. It is located 80 kilometers northwest of Metro Manila. The zone is a former US military base and has modern infrastructure facilities, generous fiscal and non-fiscal incentives, professional support services and other amenities.

Pro-Forma Financial Position

Set out below is the Pro-forma Financial Information for the merged group, reflecting the combined business of the Company and Stotsenberg Leisure & Hotel Corporation. The Proforma Financial Information is presented to provide shareholders with an indication of the consolidated group’s consolidated financial position as if the proposed acquisition had been implemented as at 30 June 2015.

As the proposed acquisition, if implemented, will be effected at a future date, the actual financial position of the consolidated group post completion will differ from that presented below.

Except as provided in the Notes, the Company’s financial information as at 30 June 2015 has been translated using an PHP$ to A$ exchange rate of 34.65 (Reserve Bank of Australia rate).

For

per

sona

l use

onl

y

Page 4: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Page 4

Frontier Capital Group Limited & Controlled entities

Consolidated Balance Sheet - Proforma As at 30.06.2015

Notes

Note 1: 154,050,000 shares are being issued to the Vendors for acquisition of Stotsenberg Leisure & Hotel Corporation. Acquisition price is US$26 million (exchange rate 1 AUD = 0.7099 USD)

Note 2: Additional 142,200,000 shares are to be issued over 5 years pursuant to the Profit to E!xcite. US$24 million (exchange rate 1 AUD = 0.7099 USD)

Note 3: 5,000,000 shares are being issued to consultants ($0.2377 per shares)

Consolidated Consolidated Proposed Proposed Consolidated ConsolidatedFCG Group Stotsenberg Transactions Transactions Adjustment Proforma

auditors Management unauditedreviewed Unaudited

AUD AUD AUD AUD AUD AUD

CURRENT ASSETS

Bank and deposit and cash equivalents 3,190,924 871,573 4,062,497Cash held in trust account 20,000 0 20,000Receivables - Trade 1,407,861 8,230,880 9,638,741Receivables - others 134,641 0 134,641Receivables - others 1,542 0 1,542Inventories - finished goods at cost 0 115,440 115,440Prepayments 4,124 268,398 272,523Other current assets 15,297 0 15,297

TOTAL CURRENT ASSETS 4,774,389 9,486,291 0 0 0 14,260,681

NON-CURRENT ASSETS

Investments - controlled entities at cost 0 0 36,624,877 (36,624,877) 0Investments - at cost 1,150,856 0 1,150,856Plant, Equipment, Vehicle and fixtures - cost 531,450 13,555,556 14,087,006Plant, Equipment, Vehicle and fixtures - Accum depreciation (263,667) 0 (263,667)Mining interest and investment 16,631 0 16,631Intangibles asset 87,904 0 33,807,579 33,895,483Intangibles asset 8,765,387 0 24,639,307 33,404,694

TOTAL NON-CURRENT ASSETS 10,288,561 13,555,556 36,624,877 33,807,579 (11,985,570) 82,291,002

TOTAL ASSETS 15,062,950 23,041,847 36,624,877 33,807,579 (11,985,570) 96,551,682

CURRENT LIABILITIES

Payable - trade 739,096 6,727,273 7,466,369Payable - other 111,455 4,329,004 4,440,459Financial liabilities - Finance Leases / Hire Purchases 111,873 0 111,873Accruals 13,840 0 13,840Other Current Liabilities 19,303 0 19,303

TOTAL CURRENT LIABILITIES 995,568 11,056,277 0 0 0 12,051,845

NON-CURRENT LIABILITIES

TOTAL NON-CURRENT LIABILITIES 0 0 0 0 0 0

TOTAL LIABILITIES 995,568 11,056,277 0 0 0 12,051,845

NET ASSETS 14,067,382 11,985,570 36,624,877 33,807,579 (11,985,570) 84,499,838

SHAREHOLDERS' EQUITY

Share Capital 16,951,250 11,985,570 37,813,377 33,807,579 (11,985,570) 88,572,205Capital Reserves (533,880) 0 (1,188,500) (1,722,380)Option reserves 2,399,157 0 2,399,157FX Reserve 0 0 0Retained profits / accumulated losses (4,345,625) 0 (4,345,625)Current year profits (403,519) 0 (403,519)

Equity Attributable to parent company 14,067,382 11,985,570 36,624,877 33,807,579 (11,985,570) 84,499,838Outside Equity Interests (B/S)

TOTAL SHAREHOLDERS' EQUITY 14,067,382 11,985,570 36,624,877 33,807,579 (11,985,570) 84,499,838

For

per

sona

l use

onl

y

Page 5: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Page 5

E!xcite Gaming and Entertainment

E!xcite Gaming and Entertainment Inc. (E!xcite) provides full and comprehensive advisory, development and business management services for Casino and Integrated Resort Owners. Their management team and associates possess deep knowledge on casino operations and have considerable experience in senior management levels in multiple jurisdictions, which is vital for the proper development and management of gaming facilities. E!xcite also has an extensive network that further strengthens their player development and market understanding on how best to service the target markets. E!xcite provides business solutions to casino resort owners to expedite their development and operations through market research, evaluation of new projects for future developments, management of the entire gaming operations, and correction of the performance metrics to further improve the business.

Profiles of E!xcite Key Management Juan Martin L. Syquia President

Mr Syquia is an experienced banker with a strong base of business relationships in the Philippines, Hong Kong and Singapore built over a 15-year banking career at Barclays Capital, Deutsche Bank and Nomura. He possesses deep knowledge on Project and Capital Finance built from his strong background and experience in Debt Capital Markets, amassed during his tenure in Barclays Capital. Mr Syquia also headed Deutsche Bank Manila’s Debt Capital Market team for 7 years.

For

per

sona

l use

onl

y

Page 6: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Page 6

Wong Ken Hong Chief Financial Officer Senior Vice President, Finance

Mr Wong holds the function of a Senior Management role of various E!xcite partner properties and oversees the operation of Finance, Corporate Treasury, Purchasing, Audit, Revenue Management and new Casino set up, as well as the implementation and streamlining of controls across all E!xcite partner properties. He has 14 years hands-on experience in gaming and gaming-related environments and held various Senior Positions in Genting, Hong Kong. Mr Wong holds a degree in Bachelor of Business major in Accounting from La Trobe University of Australia and an MBA in Finance from Charles Stuart University of Australia. He is also a member of the Australian Society of Certified Practising Accountants and the Malaysian Institute of Accountants

Kristine Margaret R. Delos Reyes Senior Vice President, Legal, Human Resources and Administration Attorney-at-Law, Juris Doctor

Ms Delos Reyes graduated from one of the Philippines most recognized law schools, Ateneo De Manila University School of Law. She has practiced law in the fields of civil and criminal litigation, corporate law and intra-corporate disputes, as well as arbitration in Angara Abello Concepcion Regala & Cruz Law Offices, one of the biggest and most distinguished law firms in the Philippines, prior to joining the gaming industry in Resorts World Manila as the Head of Legal Special Projects and Contracts, specializing on corporate mergers and acquisitions, debt capital markets, intellectual property, corporate housekeeping, gaming and hotel development, and regulatory compliance in the stock exchange.

Leung Foo Meng Senior Vice President, International Marketing

Mr Leung started off as a commercial banker in Malaysia, gaining his exposure from the Hong Kong Shanghai Banking Corporation and Hong Leong Bank in Malaysia. In 2009, Mr Leung joined and invested in junket operations in Macau, heading the business and player development across the Asia Pacific region. He also oversees and supervises the partnerships with travel agencies to consistently drive business and growth of player development in E!xcite partner properties.

Chuah Eng Hun Senior Vice President, Slots and eGaming Business Development

Mr Chuah holds a Bachelor of Commerce major in Accounting from Deakin University in Australia and is an associate member of CPA Australia. He obtained his professional training in Ernst & Young from February 2006 to February 2009. Mr Chuah subsequently joined RGB International Bhd (RGB) in March 2009 as a Non-Independent & Non-Executive Director. RGB is the leading supplier of slot machines and integrated solutions to the growing Asian gaming industry. Mr Chuah became the Executive Director of RGB in March 2011, heading its operations in the Philippines, which became instrumental in the development and growth of the Philippine market for Slots and eGaming.

Tneoh Khye Lock Senior Vice President, Business Planning and Training

Mr Tneoh holds a degree of Bachelor of Commerce from Flinders University in Australia. He has 12 years of casino experience with the Genting Group and has been involved in many start-ups and casinos operations. He also has vast exposure and expertise in the Online Gaming Industry. Apart from casino operations, Mr Tneoh is also involved in Business Planning as well as Training and Development.

Luis Alberto Madeira Braga Senior Vice President, Gaming Business Development

Mr Braga is currently based in Macau. He has 15 years of experience in Sales and Marketing in the gaming industry and manages a wide customer base throughout the Asia Pacific region, with main focus on the Guang Dong District in China. Mr Braga’s clientele throughout the Asia Pacific region contributes an average turnover of HKD300 million (AUD50 million) per month.

For

per

sona

l use

onl

y

Page 7: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Page 7

Law Hun Seang Senior Vice President, Construction and Project Management

Mr Law holds a degree in Bachelor of Science major in Building Economic and Project Management. He has 22 years work experience in the furniture and building materials industry. He has been involved in the overall project management, design and interior finishing of various buildings, structures and establishments in the hospitality and resort industry across Asia Pacific.

For further information please contact:

Henry Kinstlinger Frontier Capital Group Limited

Telephone: +61 2 9251 7177 Email: [email protected]

Media contact:

Benjamin Amzalak MMR Corporate Pty Ltd

Telephone: +61 411 688 844

Forward Looking Statements

Statements contained in this announcement, particularly those regarding possible or assumed future performance, costs, dividends, production levels or rates, prices, resources, reserves or potential growth of FCG, industry growth or other trend projections are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties.

Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause FCG’s actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, continuing volatility in the capital or credit markets and other changes in the securities and capital markets, changes in market prices of FCG’s investments, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or act of terrorism, changes in laws or regulations, changes in income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which it does business.

For

per

sona

l use

onl

y

Page 8: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

For

per

sona

l use

onl

y

Page 9: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

The material in this presentation (material) is not and does not constitute an offer, invitation or recommendation to subscribe for, or purchase any security in Frontier Capital Group Limited (“FCG”) nor does it form the basis of any contract or commitment. FCG makes no representation or warranty, express or implied, as to the accuracy, reliability or completeness of this material. FCG, its directors, employees, agents and consultants shall have no liability, including liability to any person by reason of negligence or negligent misstatement, for any statements, opinions, information or matters, express or implied, arising out of, contained in or derived from, or for any omissions from this material except liability under statute that cannot be excluded. Statements contained in this material, particularly those regarding possible or assumed future performance, costs, dividends, production levels or rates, prices, resources, reserves or potential growth of FCG, industry growth or other trend projections are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties.

Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause FCG’s actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, continuing volatility in the capital or credit markets and other changes in the securities and capital markets, changes in market prices of FCG’s investments, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or act of terrorism, changes in laws or regulations, changes in income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which it does business.

DISCLAIMER

2

For

per

sona

l use

onl

y

Page 10: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

  Acquisition of Stotsenberg Hotel and Casablanca Casino   US$26m in Shares for Hotel and Casino   Casino license   Current Gaming Tables – 36, Slot Machines – 190   Casino Operator Group – Guarantee minimum US$25m over 1st 5 years   Recently appointed COO Ken Wong with more than 14 years experience in Gaming and Gaming related industries

ACQUISITION HIGHLIGHTS

3

For

per

sona

l use

onl

y

Page 11: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

4

INDICATIVE TIMETABLE

Notice of Meeting sent to shareholders of FCG 23 November 2015

Prospectus lodged with ASIC Application for readmission lodged with ASX

7 December 2015

FCG Shareholders Meeting 24 December 2015

Completion of Acquisition Re-instatement to trading on ASX

Upon confirmation by ASX that all conditions for readmission have been met.

These dates are indicative only and subject to change. For

per

sona

l use

onl

y

Page 12: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Frontier Capital Group Limited ASX: FCG

Listing Date December 2011

Share Price (2 November 2015) $0.28

Shares on Issue 87,800,000

Unlisted Options 42,950,000

Market Cap $24.58m

Cash Approx $1.5m

Total number of investors 324

Major Shareholders

Ooi Chin Keat 23.6%

Tam Chen Kien 19.3%

Fragrant Prosperity Ltd 5.8%

SHAREHOLDING INFORMATION

5

For

per

sona

l use

onl

y

Page 13: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

6

CAPITAL STRUCTURE –POST ACQUISITION

  Shares Listed Options

Other Options

Comment

Current 87,800,000 13,000,000 42,950,000   Tranche 1 47,400,000     To be issued on Completion

Tranche 2 62,212,500     To be issued on 1 May 2016

Tranche 3 44,437,500     To be issued on 1 August 2016

E!xcite 142,200,000     To be issued upon E!xcite meeting each year’s profit guarantee

Others 5,000,000       Total 389,050,000 13,000,000 42,950,000 F

or p

erso

nal u

se o

nly

Page 14: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

Director Details

Dato Madam Zhang Li Non-Executive Chairman of Top Creation Limited (Stock Code: TOPC), a public company listed on the London Stock Exchange. 2001 to 2007 as a property investment adviser to Brilliant Valley Sdn Bhd. Significant property projects including Bandar Alam Perdana (Kuala Lumpur), Dataran Pahlawan (Malacca), and Empire Tower (Kuala Lumpur)

Ramakrishnan Navaratnam Successful career in Fund Management, Investment Banking and Corporate Advisory. His expertise includes M & A, corporate restructuring, Asian Markets and Islamic Finance. Currently a director of RNS Funds Pty Limited.

Established first Derivatives broker in Malaysia.

Involved in the setting up of a government linked stockbroking institution

William Wilkinson Held a number of senior positions in business development and project management over the last twenty (20) years. Experienced in the management of large scale projects including the development and construction of plants and factories as well as the establishment of overseas operations. His extensive background in large scale investments and projects will provide expertise to the board to execute its long term vision.

Kenneth Wong Over 14 years hands-on experience in gaming and gaming-related environments and held various Senior Positions in Genting Hong Kong. He has in-depth knowledge in Finance, Corporate Treasury, Revenue Management, Audit, new Casino set up, as well as the implementation and streamlining of controls.

DIRECTORS & MANAGEMENT

7

For

per

sona

l use

onl

y

Page 15: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

PHILIPPINES RESORT AND CASINO

•  SPA signed Oct 2015 •  Target Completion Jan 2016 •  Stotsenberg Hotel and

Casablanca Casino •  Land Area 30,162 sqm •  Floor Area 12,530 sqm

•  Conference Facility up to 2000 people

•  Less than 2km from Clark International Airport

•  4m passengers pa •  Philippines: only market with double digit

growth (Citi July 2015)

8

For

per

sona

l use

onl

y

Page 16: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

RESORT

•  Hotel – 239 Rooms over 4 buildings •  2 Presidential Rooms •  39 Executive Rooms •  28 Deluxe Queen Bed Rooms •  163 Deluxe Twin Bed Rooms •  7 Studio Rooms

•  Banquet room, restaurant, gym, outdoor pool, conference facilities, bar and coffee shop

9

For

per

sona

l use

onl

y

Page 17: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

CASINO

36 gaming tables

190 slot machines

10

For

per

sona

l use

onl

y

Page 18: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

11

PUNDITS COMMENTS

“First-half gaming revenue at the country’s casinos grew 16 percent to $1.4 billion, Philippine Amusement & Gaming Corp. Chairman Cristino Naguiat said in a telephone interview. There’s a “good chance” it will reach $3 billion this year as he has predicted before, he added. “Tourist arrivals in the Philippines increased 8.2 percent to 2.23 million in the first five months of the year, with most coming from South Korea, who accounted for 24.5 percent of the total, followed by the U.S. and Japan, according to government data. China is the fourth largest source of tourists, with a 7.1 percent share.”

Bloomberg 14 July 2015 MANILA, Philippines - The Philippines is on the cusp of a casino boom with more foreign firms placing their bets on the Southeast Asian nation that has attracted increasing numbers of the wealthy overseas high rollers and big spenders. Macquarie Research sees the Philippine gaming industry growing over the next three years to hit $4.8 billion.

The Philippine Star 13 April 2015

For

per

sona

l use

onl

y

Page 19: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

12

E!XCITE PROFILE

E!xcite Gaming and Entertainment Inc. (E!xcite) provides full and comprehensive advisory, development and business management services for Casino and Integrated Resort Owners. Their management team and associates possess deep knowledge on casino operations and have considerable experience in senior management levels in multiple jurisdictions, which is vital for the proper development and management of gaming facilities. E!xcite also has an extensive network that further strengthens their player development and market understanding on how best to service the target markets. E!xcite provides business solutions to casino resort owners to expedite their development and operations through market research, evaluation of new projects for future developments, management of the entire gaming operations, and correction of the performance metrics to further improve the business.

For

per

sona

l use

onl

y

Page 20: Company Announcement Office For personal use only 145 105 148 Level 2 Hudson House, 131 Macquarie Street, Sydney NSW 2000 Australia P: +61 2 9251 7177 | F: +61 2 9251 7500 6 November

FRONTIER CAPITAL GROUP LIMITED ASX: FCG Level 2 131 Macquarie Street Sydney NSW 2000 Australia Tel: +61 2 9251 7177 Fax: +61 2 9251 7500 W: fcgl.com.au E: [email protected]

FURTHER INFORMATION

13

For

per

sona

l use

onl

y