Rights Issue Investor Presentation - Enero Group Limited€¦ · Sapient Corp (Sapient Interactive)...

40
Investor Update 4 June 2008

Transcript of Rights Issue Investor Presentation - Enero Group Limited€¦ · Sapient Corp (Sapient Interactive)...

Page 1: Rights Issue Investor Presentation - Enero Group Limited€¦ · Sapient Corp (Sapient Interactive) Company George P Johnson Co. IBM Corp (IBM Interactive) Cheil Worldwide Source:

Investor Update4 June 2008

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Disclaimer

This document has been prepared by Photon Group Limited (Photon) and comprises written materials/slides for a presentation concerning Photon.

This presentation is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation of any offer to sell or otherwise dispose of, purchase or subscribe for, any securities, nor does it constitute investment advice, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.

Certain statements in this presentation are forward looking statements. You can identify these statements by the fact that they use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, “target”, “may”, “assume” and words of similar import. These forward looking statements speak only as at the date of this presentation. These statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause the actual results, performances and achievements to differ materially from any expected future results, performance or achievements expressed or implied by such forward looking statements.

No representation, warranty or assurance (express or implied) is given or made by Photon that the forward looking statements contained in this presentation are accurate, complete, reliable or adequate or that they will be achieved or prove to be correct. Except for any statutory liability which cannot be excluded, each of Photon, its related companies and their respective officers, employees and advisers expressly disclaim any responsibility for the accuracy or completeness of the forward looking statements and exclude all liability whatsoever (including negligence) for any direct or indirect loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission therefrom.

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Disclaimer Cont’d

Subject to any continuing obligation under applicable law or any relevant listing rules of the ASX, Photon disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in these materials to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any statement is based. Nothing in these materials shall under any circumstances create an implication that there has been no change in the affairs of Photon since the date of this presentation.

Key risksThere are a number of factors that could cause actual results or performance to differ materially from those expressed or implied in the forward looking statements. Factors that could cause actual results or performance to differ materially from those described in the forward looking statements include, but are not limited to: competitive industry dynamics, the ability of Photon’s clients to terminate contracts on short notice, Photon’s dependence on key personnel, seasonality of revenues, management of profitability and growth of acquisitions, access to funding to support Photon’s business and its growth, availability of future acquisitions, the uncertainty regarding the final acquisition price for certain operating companies, international business risk including foreignexchange exposure, identification of risk in completed and future acquisitions, asset value impairment, liability for work performed for clients, systems, intellectual property and regulatory risks, and changes in economic conditions (including interest rates). Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Please refer to Section 5 of the Rights Issue Offer Document for further discussion of risks.

UnderwritersThe Underwriters: •have not authorised, permitted or caused the issue, lodgment, submission, dispatch, or provision of this document; •do not make, or purport to make any statement in this document, and there is no statement in this document which is based on anystatement by the Underwriters; and •to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part this document.

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Definitions & Assumptions

• Pro Forma (PF) – throughout the document pro forma net revenue and EBITDA are calculated assuming ownership of all companies in the group today for the full 12 month period. Pro forma calculations for FY07 and FY08 are based on unaudited management accounts and company estimates.

• FY08 Estimates (FY08E) – FY08 estimates are based on 1H08 interim accounts for the six month period ended 31 December 2008, 2H08 year to date unaudited management accounts and management forecasts for months ending May 2008 and June 2008. Forecasts are based on budgets which take into account Photon’s historical seasonality of earnings which has historically displayed stronger revenue generation in the six months ending 30 June compared to the six months ending 31 December.

• An investment in Photon involves a number of risks and these risks could cause actual results or performance to differ materially from the outlook statements in this presentation. Readers of this presentation should review the Disclaimer and other market releases of Photon for a further description of these risks.

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Contents

Executive Summary Business Overview Approach to Growth Overview of Divisions

Specialised CommunicationsExperiential & Field MarketingStrategic Intelligence Integrated Communications & Digital Internet Marketing & Communications

Capital Structure Update Outlook

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Executive Summary

• Photon is a diverse group of 46 market leading companies covering the full spectrum of marketing and communications services

• Photon’s earnings are underpinned by diversity of companies, clients, employees and geographies

• Photon ranked the largest marketing and communications group in Australia and the 15th

largest globally by Advertising Age

• Photon derives more than 85% of its EBITDA from non-traditional forms of marketing such as internet, field marketing, strategic intelligence and corporate communications

• Each company is an industry specialist which works together with other companies in the Photon group to extend client relationships and business opportunities

• In FY08 Photon is expecting double digit pro forma EBITDA growth

• Photon is on track to deliver FY08 Net Revenue of approximately $375 million and EBITDA of approximately $75 million

• Photon to raise $76.6 million via a 1 for 3 underwritten non-renounceable rights issue

• Proceeds from rights issue will be used to repay short term debt and provide a solid base for future growth

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Business Overview

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Divisional Structure • Photon is founded on a set of five strategic divisions, each focusing on a specific segment of the

marketing communications sector

Strategic Intelligence

Internet Marketing and Communications

Experiential and Field Marketing

Integrated Communicationsand Digital

SpecialisedCommunications

BellamyHayden The Leading EdgeJigsaw

ReturnityiMegaDark Blue Sea C4 CommunicationsFound AgencyCrystal StormGeekdom

The Bailey GroupBrand ImpactCounterpointDemonstration PlusAusrepClub Sales REL Australia

LoveAdPartnersBrass TacksThe Artel GroupKaleidoscope Belong (MessageNet)BCGBWMISS MarketingBMF

CPRABTImage BoxKineticsPrecinct Creo Mark PRAuspollPublic Insight

Strategic media planning, brand insights, marketing spend effectiveness and new product ideas.

Public affairs, public relations, impactful design, and event management.

Point of sale execution plus experiential marketing allowing consumers to experience brands.

Integrated brand strategies through traditional media, below the line, point of sale, and customer incentives.

Technology enabled marketing solutions in the emerging interactive, digital and mobile sectors.

Naked DVL SmithThe Leading Edge

OB MediaFindologyiMega

RELSledgeRetail InsightThe Bailey Group UK

Corporate Edge LikemindFrank PRHotwire/SkywriteABT China

Aus

tral

ia /

NZ

In

tern

atio

nal

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FY08 Estimated Net Revenue

FY08 Estimated EBITDA

FY08 Estimated Net Revenue & EBITDA by Division

Excludes divisional, service centre and SEOP costs

Strategic Intelligence 12%

Integrated Communications and Digital 16%

Experiential andField Marketing 26%

Specialised Communications

21%

Internet Marketing and

Communications 25%

Strategic Intelligence 13%

Integrated Communications and Digital 23%

Experiential andField Marketing 36%

Specialised Communications

19%

Internet Marketing and

Communications 9%

FY07 Net Revenue

FY07 EBITDA

Strategic Intelligence 13%

Integrated Communications and Digital 27%

Experiential and Field Marketing 36%

Specialised Communications

16%

Internet Marketing and Communications 8%

Integrated Communications and Digital 20%

Strategic Intelligence 12%

Specialised Communications 14%

Experiential and Field Marketing 33%

Internet Marketing and

Communications 21%

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Five Year Reported EBITDA Growth by Division

2004 2005 2006 2007 2008E

Strategic Intelligence Integrated Communications & Digital Experiential & Field Marketing Internet Marketing & Communications Specialised Communications

+73%

+28%

+34%

+105%

+147%

FY08E growth pa

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20%79.866.3Specialised Communications

17%413.8353.7Divisional Pro Forma Net Revenue

41%38.627.3Internet Marketing and Communications

Change (same company)2008PF2007PFPro Forma YE 30 June, A$ million

12%135.1120.8Experiential and Field Marketing

11%88.279.3Integrated Communications and Digital

20%72.160.0Strategic Intelligence

2008 Pro Forma Net Revenue Growth by Division

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1. Excluding the one-off restructuring costs associated with Belong and structural changes to participation television market, pro forma FY08 EBITDA growth for the Integrated Communications and Digital Division is 3%

19%19.015.9Specialised Communications

15%90.979.1Divisional Pro Forma EBITDA

31%(4.7)(3.6)Service Centre

52%22.014.5Internet Marketing and Communications

12%84.275.5Total Pro Forma EBITDA

Change (same company)2008PF2007PFPro Forma YE 30 June, A$ million

nm(2.0)-Senior Executive Option Plan (SEOP) Expense

1%22.622.3Experiential and Field Marketing

(19)%13.616.7 Integrated Communications and Digital1

41%13.79.7Strategic Intelligence

2008 Pro Forma EBITDA Growth by Division

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18

21

20

23

26

25

16

17

na

15

2006 Rank

30

14

11

13

9

12

10

8

6

7

5

4

3

2

1

2006 Rank

103.3%

37.7%

5.9%

38.0%

5.6%

51.8%

32.8%

4.1%

13.8%

21.3%

(0.6)%

8.7%

5.9%

14.5%

11.6%

2006/2007 Revenue Growth

25

24

23

22

21

20

19

18

17

16

2007 Rank

15

14

13

12

11

10

9

8

7

6

5

4

3

2

1

2007 Rank

5.2%

14.9%

14.4%

26.6%

42.1%

39.6%

5.8%

18.5%

na

16.9%

2006/2007 Revenue Growth

Photon Group

Microsoft Corp.

Carlson Marketing

Media Consulta

Asatsu-DK

Alliance Data Systems (Epsilon)

MDC Partners

Hakuhodo DY Holdings

Havas

Aegis Group

Dentsu

Publicis Group

Interpublic Group of co.s

WPP Group

Omnicom Group

Company

Media Square

LBi International

Cossette Communication Group

Clemenger Communications

Grupo ABC de Comunicacao

STW Group

Sapient Corp (Sapient Interactive)

Company

George P Johnson Co.

IBM Corp (IBM Interactive)

Cheil Worldwide

Source: Advertising Age, ranked by worldwide revenue

Top 25 Global Marketing Services Companies

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Growing Global Footprint

• Network of businesses with offices in 13 countries

Australia – New Zealand – Japan – China – Singapore – US

UK – France – Germany – Spain – Italy – Netherlands – Norway

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Approach to Growth

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Approach to Growth

Organic

Fast growing markets

Ability to grow market share

Cross-selling & collaboration

7% - 12% organic group EBITDA growth

Acquisition

34 acquisitions since 2004

Maintain structure and culture to attract industry best talent

FY08 acquisitions performing in line with expectations

Geographic Expansion

Expand internationally where market for services identified

Internal Start-ups

Entrepreneurial development of new business ideas

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EBITDA by Geography

FY08 Estimated EBITDA

North America 19%

UK and Europe 18%

FY07 EBITDA

North America 11%

Asia Pacific 89% Asia Pacific 63%

Excludes divisional, service centre and SEOP costs

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Acquisition HistoryFY2000 FY2001 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008

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What Happens Post Earn-out?

• 15 companies within the group post earn out – of their approximately 60 vendors, over 50 remain with Photon

• Very good track record of retaining shareholder CEOs post earn out as result of:

• Businesses retain name, branding and independence at acquisition

• Senior management vendor remuneration above market

• Difficult to replicate business from scratch

• Being part of Photon is good fun!

• Companies with earn-out expiring in FY08 account for 7% of FY08E EBITDA

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Divisional Reporting & Service Centre

• The divisional management structure is designed to create additional growth prospects and greater accountability and focus across the group

• Share best practices and learnings – divisional benchmarking

• Provide more focus and support for those companies which require it

• Leverage contacts and networks – employees and clients

• Clear structure for succession planning

• Tap networks to source high quality acquisitions

• Managing Directors responsible to the Photon Board for performance of division

• Small central service centre is responsible for setting and maintaining a consistent financial reporting and controls framework across the group

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Management Structure

Internet Marketing & CommunicationsManaging Director: Caitlin Millar-Jack

Integrated Communications& DigitalManaging Director:Andrew Davie

Photon Group

Strategic Intelligence

Managing Director:Nigel Long (UK)

Company CEOs Company CEOs Company CEOs Company CEOsCompany CEOs Company CEOs

Photon Group Board

Executive Chairman – Tim HughesCEO – Matthew Bailey

Service Centre

Finance

Treasury

Legal

Corporate Finance

Experiential & Field Marketing

Managing Director:Stewart Bailey

Specialised Communications

Managing Director:Adam Kilgour

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Overview of Divisions

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Specialised Communications – Adam Kilgour

Public Relations & Public Affairs

CPR

Frank PR

Hotwire / Skywrite

Public Insight

Auspoll

Creo

Mark PR

Kinetics

Corporate Communications

Precinct

Likemind

Print & Design

Imagebox

Brand Experience

ABT

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Specialised Communications cont’d

Five Year Reported EBITDA • Pro forma FY08 EBITDA growth of 19%

• Cost effective marketing tool which attracts greater share of marketing budgets in economic downturns

• Development of deep PR expertise in specialist industries – consumer, technology, regulatory and government

• Sharing of expert staff across jurisdictions

• Continued transition to on-line corporate communications

• FY07 impacted by losses in a discontinued business and State election timing on CPR

• Geographic expansion – Europe, North America

• Large diversified base of retainer clients are expected to drive continued organic growth in FY09

$16.7m

$6.7m$7.4m

$2.8m$1.9m

72% CAGR

FY04 FY05 FY06 FY07 FY08E

4 5 7 7 12Brands:

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Experiential & Field Marketing – Stewart Bailey

FMCG Specialists

The Bailey Group

Counterpoint

Club Sales

Niche Channel Operators

Ausrep

Retail Insight

Experiential

Sledge

Demonstrations Plus

Brand Impact

REL

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Experiential & Field Marketing cont’d

Five Year Reported EBITDA

$21.8m

$16.2m

$10.7m

$4.9m

$0.7m

133% CAGR

FY04 FY05 FY06 FY07 FY08E

• Continued macro trend towards out-sourcing field activities – 13% FY08E net revenue generated from new client wins

• Develop expertise outside FMCG sector – hardware, liquor, pharmaceuticals, telcoms, retailers

• Common technology & backend platforms across all field marketing companies

• Conflict brand management

• Pooling casual labour force allows for more flexibility in tight labour market and reduced training costs

• Investment in three new businesses – REL Australia, The Bailey Group UK and 4Exposure slowed EBITDA growth in 2008

• REL systems roll-out due to be completed in 2H09

• Larger client base, divisional cooperation and growth of new businesses expected to drive organic growth in FY09

1 2 4 5 9Brands:

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Strategic Intelligence – Nigel Long

Communications Planning / Consultancy

Naked

BellamyHayden

Market Research

The Leading Edge

DVL Smith

Jigsaw

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Strategic Intelligence cont’d

Five Year Reported EBITDA

$9.9m

$5.7m

$7.2m$6.4m

$0.3m

140% CAGR

FY04 FY05 FY06 FY07 FY08E

• Pro forma FY08 EBITDA growth of 41%

• Macro trend toward greater accountability and analysis driving demand for services

• Strong international presence – Naked; eight countries, TLE; three countries

• Naked planning further international expansion over next 12 to 18 months (e.g. China, India) – leverage global clients

• Media neutrality of our media consultancies is a key differentiator

• Sharing of IP, proprietary data analytic tools and theories between companies

• Conflict brand management

• International expansion and growing demand for independent advice expected to drive organic growth in FY09

1 2 2 4 5Brands:

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Integrated Communications & Digital – Andrew Davie

Traditional & Digital Agencies

BMF

BWM

Love

Adpartners

BCG

Belong

Promotional & Branding

Artel

Brass Tacks

Kaleidoscope

ISS Marketing

Corporate Edge

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Integrated Communications & Digital cont’d

Five Year Reported EBITDA

$12.7m

$9.9m

$7.3m

$5.9m

$3.1m

43% CAGR

FY04 FY05 FY06 FY07 FY08E

5 6 7 8 11Brands:

• FY08 results impacted by disappointing performance by BCG, Love and Belong – BMF and BWM good year on year growth

• New Managing Director with Australia and Asia industry experience

• Significant new client wins – BMF, BWM

• Increased demand for and scope of digital offering –investment in digital services at BWM resulted in significant client spend

• Ability to service full spectrum of client types through agencies with different core specialisations

• Restructure of Belong in April 2008 to focus on mobile, branding and interactive expertise

• New client spend, turnaround of Love and restructure of Belong expected to drive organic growth in FY09

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Internet Marketing & Communications – Caitlin Millar-Jack

Wed Agencies & Email Marketing

C4 Communications

Returnity

Search Engine Marketing

OB Media

iMega

Found

Findology

Geekdom

Crystal Storm

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Internet Marketing & Communications cont’d

$20.7m

$10.1m

$0.5m$0.4m$0.04m

FY04 FY05 FY06 FY07 FY08E

1 1 1 5 8Brands:

Five Year Reported EBITDA • Pro forma FY08 EBITDA growth of 52%

• Strong organic sector growth continuing – interactive advertising forecast to grow at 27% CAGR between 2007 and 2012 (source: Kelsey Group)

• Culture of innovation - Geekdom

• Collaboration and cross selling between different specialities – web agency, email marketing, mobile

• Dark Blue Sea (24% investment) – underlying asset base remains sound

• Organic growth being driven by service diversification, innovation and increased market opportunity and advertiser spend

• Over 50 people in the internet division spend part of their day developing new products to drive earnings, including……..

383% CAGR

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Internet Marketing & Communications – The Latest

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Capital Structure Update

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Debt Facilities • ANZ has approved an extension to the terms of two of Photon’s debt facilities • Photon will use the rights issue proceeds to repay near term debt – post rights issue c.80% of

debt due in FY11• Impact of higher margins on extended term offset by repayment of Australian Dollar drawings

with rights issue proceeds• Post rights issue 42% of Photon’s borrowings in Sterling or US Dollars – provides a natural

hedge and reduces the weighted average cost of debt

Oct 11

Oct 10

July 09

Term

$346m

$76m

$120m

$150m

Facility Limit

3.6x

2.7x

$245m

$76m

$118m

$52m

Drawn1

3.4xInterest Cover Ratio

3.3xLeverage Ratio

8.4%

7.5%

8.1%

9.5%

Av. Interest

Rate

Oct 08

Oct 10

March 09

Term

8.4%

6.7%

8.1%

9.3%

Av. Interest

Rate

$322mTotal Facilities

Drawn1Facility, A$ million

$54mFacility C

$118m Facility B

$150m Facility A

1. GBP and USD denominated borrowings converted at current exchange rate

2. Leverage Ratio post rights issue is calculated as reduced debt balance divided by pro forma FY08E EBITDA. Interest Cover Ratio calculated by dividing pro forma FY08E EBITA by pro forma interest for the same period assuming reduced debt balance

Pro Forma Impact of Rights Issue2

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23c20.0c8.0cDividend per share (ff)

34.4c27.5c17.8cAdjusted EPS2

23.3c20.3c15.4cReported EPS

25.416.310.0Adjusted NPAT2

16.311.88.7Reported NPAT (after minorities)

17.512.08.6Reported NPAT (before minorities)

35.322.115.8EBIT

9.76.02.2Depreciation & Amortisation

22.5%

18.0

80.4

2005

22.5%

28.1

124.8

2006

23.2%

45.1

194.6

2007

20.0%

75.0

375.0

2008E1 2008PFYE 30 June, A$ million

20.3%EBITDA Margin

84.2EBITDA

413.8Net Revenue

Profit & Loss Statement

1. FY08E margin impacted by the acquisition of REL and a number of start-up operations and projects across the group including, ABT China, REL Australia, The Bailey Group UK, 4Exposure (Demonstrations Plus), Public Insight and Real Connections (BellamyHayden)

2. Adjusted for amortisation of intangibles and PV interest expense associated with earn-out commitments

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Pro Forma Balance Sheet

244.3270.0Bank – Non-Current

604.1560.9Total Assets

269.1

23.222.5Other Assets

35.035.0Non-Current

9.89.8Current

Borrowings:

-8.8Bank – Current

482.0450.4Intangibles

13.713.4Working Capital

43.535.9Cash

19.818.7Financial Assets

34.132.5Provisions

192.5Net Assets11.912.4Finance Leases and other

Deferred Consideration (PV):

22.020.0Fixed Assets @ WDV

Pro Forma131 Dec 07A$ million

1. Pro Forma Balance Sheet is 31 December 2007 balance sheet adjusted for the impact of 2H08 acquisitions (Retail Insight and Naked) and $76.6 million rights issue, but does not adjust for the costs of the Offer or any other balance sheet movements since 31 December 2007 including the impact of the payment of the FY08 interim dividend.

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$3.00 per share (20.8% discount to theoretical ex-rights price, based on 30 May 2008 close price)

Offer Price

RG Capital Multimedia, Timothy Hughes and Matthew Bailey and other members of the Bailey family have committed to take up their entitlements

Principal Commitments

UBS and Southern Cross EquitiesUnderwriters

New shares issued under the non-renounceable entitlement offer will rank equally with existing shares

Ranking

Fixed price non-renounceable entitlement offerRecord date is Friday, 13 June 2008 (5pm, Sydney time)Eligible shareholders can take up their share entitlements before 5pm Tuesday 8 July 2008

Offer Structure

1 for 3 to raise $76.6 million Offer Size

Photon Group Limited Issuer

Rights Issue Details

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Indicative Timetable

Friday 18 JulyDespatch holding statements

Thursday 17 JulyTrading on ASX of new shares on normal basis

Wednesday 16 JulyAllotment

Wednesday 9 JulyTrading on ASX of new shares on a deferred settlement basis

Tuesday 8 JulyOffer closing date

Tuesday 17 JuneOffer opening date

Tuesday 17 JuneOffer document despatched to eligible shareholders

Friday 13 JuneRecord date for determining entitlements

Friday 6 JuneShares quoted on an “ex” entitlement basis

Wednesday 4 JuneTrading recommences

Wednesday 4 JuneOffer document lodged with ASX

Monday 2 JuneCommencement of trading halt

DateEvent

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Outlook

• Photon is on track to deliver FY08 Net Revenue of approximately $375 million and EBITDA of approximately $75 million

• Exceptional organic growth from strategic intelligence, internet marketing and specialised communications

• Expecting strong organic growth in FY09 driving “double digit” FY09 EPS growth1

• Photon intends to maintain prudent leverage ratios going forward – leverage ratio less than 3.0 times and interest cover ratio between 3.5 times and 4.0 times

1. Based on FY09 internal budgets and including impact of $76.6 million rights issue