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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR
TO U.S. PERSONS
6 November 2006
RP Data Ltd Media Announcement
RP Data Ltd Announces Initial Public Offer
1. Overview
RP Data Ltd (“RP Data” or the “Company”),
is a leading provider of residential property data and information
services in Australia and New Zealand, and is the market leader
in the provision of Property Information Services to real estate
agencies nationally and in most Australian States and New Zealand.
RP Data has announced an A$57.7 – A$72.1 million initial public
offering (“the Offer”) based on the Indicative Price
Range of A$1.00 to A$1.25 per share. RP Data today lodged its Prospectus
with the Australian Securities and Investments Commission, and will
be applying to be admitted to the official list of the Australian
Securities Exchange.
The Offer comprises approximately 57.8 million fully paid ordinary
shares in the Company (“Shares”). The Offer represents
41.9% of the Shares in RP Data following completion of the Offer,
with the remaining 58.1% to be held by existing shareholders First
American Real Estate Solutions (‘FARES”), Info Corp
Pty Limited (“Info Corp”), BERG Investments Limited
and Macquarie Bank Limited (“Macquarie”). Post-listing,
RP Data will have a market capitalisation of A$138.1 – A$172.6
million (based on indicative price range).
The Offer will provide a mechanism for Macquarie and Info Corp
to realise a portion of their investment, as well as broadening
RP Data’s shareholder base. The proceeds of the Offer will
be used to pay Info Corp for the sale under the Offer of 28.9 million
Shares held by Info Corp in RP Data and pay Macquarie Bank for the
buy-back by RP Data of 28.9 million Shares held by Macquarie Bank
in RP Data. None of the proceeds will be retained by RP Data.
RP Data offers subscription and transaction-based property information
services and other business services such as real estate software
and support and is planning to launch a range of valuation services.
Over the past few years RP Data’s business model has consistently
generated attractive margins and predictable core earnings growth.
RP Data has experienced revenue growth despite the property market
downturn in some States of Australia, reflecting both the resilience
of the predominantly subscription revenue base as well as the essential
nature of Property Information Services to real estate agencies,
RP Data’s largest customer segment.
RP Data’s strategy for growth is to leverage its property
database to drive further growth within its core real estate segment,
expand into related customer segments and develop new property information
products and services for both real estate and non-real estate customers.
2. Business Profile
The key features of RP Data’s business include:
- Market Leadership – RP Data is the market
leader in the provision of Property Information Services to real
estate agencies on a national basis in Australia and in New Zealand,
with an estimated 63% market penetration.
- Attractive Business Model – the Company’s
predominantly subscription-based direct debit revenue model has
in recent years generated attractive margins and predictable core
earnings growth, low working capital requirements and minimal
bad debts. RP Data enjoys high incremental margins on product
sales due to its largely fixed cost base.
- Large and Comprehensive Database – Database
of Australian and New Zealand residential property information
containing over 58 million records and is currently growing at
an additional 6 million records per annum, covering approximately
85% of residential properties in Australia and New Zealand.
- Multiple Growth Opportunities - RP Data is
well positioned to expand its penetration of its Property Information
Services and Real Estate Software within real estate agencies
in Australia and New Zealand, both organically and through bolt-on
acquisitions. Cross-selling presents attractive growth opportunities.
Growth is anticipated to be driven by further expansion into related
segments such as finance, insurance and financial planning.
- Attractive Industry Dynamics - Barriers to
entry include limited availability of government data licences
and the fact that some data sets are no longer publicly available.
Most, if not all, real estate agents require access to property
information services in some form.
- Operational and Organisational Ability - RP
Data has an experienced management team and Board of Directors.
- Strategic Alliance with First American Real Estate
Services - FARES, a leading North American provider of
property data, information services and analytics, has recently
acquired 38.1% of RP Data. In order to accelerate its growth,
RP Data plans to leverage the experience of FARES, which in North
America has successfully developed and marketed new property information
products and services and expanded its presence into non-real
estate industry segments.
3. Offer Details
The Offer primarily comprises a Retail Offer and an Institutional
Offer, and consists of an offer of approximately 57.8 million Shares.
All Shares under the Retail and Institutional Offers will be issued
at the Final Price, which will be set following the completion of
the Institutional Offer. The Final Price may be set within, above
or below the Indicative Price Range, which is A$1.00 to A$1.25 per
Share.
Applications for Shares can be made by Australian retail investors
on the Application Form attached to or accompanying the Prospectus
dated 6 November 2006 lodged with the Australian Securities and
Investments Commission. The Prospectus may be viewed by Australian
residents only in electronic form www.rpdata.com or can be obtained
free of charge by calling the RP Data Offer Information Line on
1800 286 780 (toll free within Australia) or +61 3 9415 4370.
4. Key Offer Statistics
| Indicative Price Range |
$1.00 - $1.25 |
| Total number of Shares available under the Offer |
57.8 million |
| Gross proceeds from the Offer |
$57.7 - $72.1 million |
| Market Capitalisation |
$138.1 - $172.6 million |
| FY2007 Directors’ Pro-forma Forecast1 |
| Pro-forma basic/diluted earnings per Share |
5.8 cents/5.6 cents |
| Pro-forma price earnings ratio |
17.7 – 22.1 times |
| Enterprise value/Pro-forma EBITDA |
9.0 – 11.2 times |
| Enterprise value/Pro-forma EBIT |
11.8 – 14.7 times |
| FY2007 Directors’ Statutory Forecast
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| Statutory basic/diluted earnings per Share |
1.6 cents/1.6 cents |
| Enterprise value/Statutory EBITDA |
14.4 – 17.9 times |
| Statutory dividend per Share |
1.5 cents |
| Statutory annualised dividend yield |
2.8 – 2.2% |
| 1. FY2007 Director’s Pro-forma Forecast
and FY2007 Directors’ Statutory Forecast are extracted
from Section 6 of the Prospectus dated 6 November 2006 “Financial
Information.” The FY2007 Directors’ Pro-forma Forecast
excludes the impact of a number of adjustments relating to items
that RP Data believes do not reflect the underlying operations
of the business. These adjustments are set out in Section 6
of the Prospectus. |
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| 5. Important Dates1 |
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| Retail Offer opens |
15 November 2006 |
| Retail Offer closes |
1 December 2006 at 5.00pm (Sydney Time) |
| Institutional Offer opens |
4 December 2006 |
| Institutional Offer closes |
5 December 2006 at 12.00pm (Sydney Time) |
| Final Price and allocation announcement |
5 December 2006 |
| Institutional Offer Settlement |
8 December 2006 |
| Expected despatch of Shareholder statements |
11 December 2006 |
| Shares expected to begin trading on a normal basis |
15 December 2006 |
| 1. Note this timetable is indicative only. All
dates are in reference to Sydney time. RP Data, in consultation
with the Lead Manager, reserves the right to vary the dates,
which includes closing the Offer early or extending the close
of the Offer, without notifying any recipients of the Prospectus
or any Applicants. Investors are encouraged to submit their
Applications as soon as possible after the Offer opens. |
Contact Details:
Graham Mirabito
Chief Executive Officer, RP Data Limited
Tel + 61 7 3114 9999
Applications for Shares can be made by Australian retail residents
on the Application Form attached to or accompanying the Prospectus
dated 6 November 2006 lodged with the Australian Securities and
Investments Commission. This notice does not constitute an offer
or invitation in any jurisdiction where, or to any person to whom,
such an offer or invitation would be unlawful. This notice does
not constitute an offer of securities for sale in the United States.
No action has been taken to register or qualify the Prospectus,
the Shares or the Offer, or otherwise permit a public offering of
the Shares, in any jurisdiction outside Australia. The Shares being
offered in the Prospectus have not been, and will not be, registered
under the US Securities Act and may not be offered, sold or resold
in the US or to, or for the account or benefit of US persons (as
defined in Regulation S of the US Securities Act), except in accordance
with an available exemption from registration, under the US Securities
Act and applicable US state securities laws. Neither this announcement,
the Prospectus nor the accompanying Application Forms may be sent
to investors in the US or otherwise distributed in the US or to
US persons.
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