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Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech)...

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Mitula Group Limited 100% Acquisition May 9, 2018 Disclaimer The opinions and projections, etc. contained herein represent the judgment of LIFULL Co., Ltd. at the time this document was prepared. We provide no guarantees regarding the accuracy of the information. Please keep in mind that actual performance and results may vary significantly due to fluctuations in various factors. Copyright(c) LIFULL Co., Ltd. All Rights Reserved. LIFULL Co., Ltd.
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Page 1: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Mitula Group Limited 100% AcquisitionMay 9, 2018

Disclaimer

The opinions and projections, etc. contained herein represent the judgment of LIFULL Co., Ltd. at the time this document was prepared. We provide no guarantees regarding the accuracy of the

information. Please keep in mind that actual performance and results may vary significantly due to fluctuations in various factors.

Copyright(c) LIFULL Co., Ltd. All Rights Reserved.

LIFULL Co., Ltd.

Page 2: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Create a society where everyone can attain

“comfort” and “happiness”

through continuing social innovations

With the aim of providing support so that people’s “LIFE” around the world will be “FULL” of comfort and

happiness, LIFULL aims to become “the best life-event database and solution company in the world.”

We at LIFULL look to all the Regions and Peoples around the world, continuing to provide

optimal solutions and services towards the future, with life-event data and vanguard technology.

1

Page 3: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Mid/Long-Term

Growth Strategy

2

Page 4: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

“Becoming the best life-event databaseand solution company in the world.”

Company Slogan

3

Page 5: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

DB + Technology

Integrating all data, and creating new value through the use of vanguard technology.

LIFULL DB

New

Home

User ID

Insurance

Hobby

Med

Housing

Interior

Nursing

Care

Gift

Car

Jobs

Fashion

Life-event Data

AI

Deep

Learning

Robotics

Data

Mining

XR

Block

Chain

IoT

Technology

4

Page 6: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Quantitative Objective

J-GAAP IFRS

(億円)

0

10

20

30

40

50

1997 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2017/9

*

Sep 2020

Revenue Target(billion yen)

* For the period ended September 2017, the irregular settlement

of accounts for six months from April to September 2017

Sept 2020FY

50+ billion in Revenue

EBITDA appx. 20%

50+ billion JPY

Sep 2017

5

Page 7: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Mid-to-Long Term

Strategy Roadmap

Data-

base

Network

Media

New Domains

LIF

UL

L H

OM

E’S

Co

re S

trate

gy

Global

PlatformExpanding

real-estate

marketsStimulating

real-estate

marketsTransforming

the real-estate

industry

Covering the

information and evaluations(property info, pricing, asset info,

performance evaluation, realtor rating)

Akiya Bank

Vacation rental

database

Covering the

information of

investment properties

Building the global

database

Expanding the network of alliance partners and

local governments

Making online

transaction available

Development of uses

Crowdfunding

Services for realtors

Real estate technology

(ReTech)

Expanding the network of

real-estate companies in

the world

Expanding the share and

brand recognition in the

global marketExpanding the share and brand recognition in the domestic market

Enhancing LIFULL HOME’S

media power

Omni-Channel Strategy

Vacation rental site(launch in 2018)

Monthly rental site

Expanding the affiliated

office (clients) network of

real-estate companies

6

Page 8: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Copyright(c) LIFULL Co., Ltd. All Rights Reserved.

Mitula Group Limited

100% Acquisition

7

Page 9: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Summary of Acquisition

˃ Name : Mitula Group Limited https://www.mitulagroup.com

˃ Listed Exchange : Australian Securities Exchange

˃ Shares Outstanding: 215,406,884 shares

˃ Business : Operation of Aggregator Websites and Portal Sites

˃ Financial Result : Revenue 33.6 million AUD (appx. 2,800 million JPY)

(Fiscal Year 2017) : EBITDA 11.6 million AUD (appx. 900 million JPY)

: Net Income 5.2 million AUD (appx. 400 million JPY)

˃ Deal Type : Scheme of Arrangement (Friendly acquisition requiring cooperation of acquired Company)

˃ Requirements : Majority of Mitula Group Limited shareholders present and voting at Meeting of Company shareholders

: AND 75% Approval of voting shares at the same Meeting of Company shareholders

˃ Acquisition Price : LIFULL ordinary shares and cash consideration

(Exchanged to LIFULL shares at 0.85 AUD per share *1)

(Cash consideration at 0.8 AUD per share; Up to maximum of 20,000 shares per shareholder)

Total Acquisition Price of 185 to 187 million AUD (appx. 15.3 to 15.5 billion JPY *2 *3)

(Range Minimum with 1.1 billion JPY cash component *4, Maximum assumes all share transaction)

˃ Schedule : Acquisition of shares to be completed in September 2018

*1 The actual number of LIFULL ordinary shares offered as consideration of the acquisition will depend on the VWAP of LIFULL

shares traded for a specified period prior to the execution of the scheme of arrangement (Variable Allotment Ratio Method) .

*2 This document is calculated on exchange rate of 82.6 JPY/AUD.

*3 The actual JPY acquisition price will depend on FX rates at the time of transaction.

*4 Calculated by LIFULL based on disclosed Mitula shareholder distribution 8

Page 10: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

$3.8m

$5.3m

$10.7m

$20.6m

$28.0m

$33.6m

0

5

10

15

20

25

30

35

40

CY2012 CY2013 CY2014 CY2015 CY2016 CY2017

Revenue (AUD)

Summary of Results

$1.0m

$1.9m

$5.4m

$7.5m

$11.9m$11.6m

0

2

4

6

8

10

12

14

CY2012 CY2013 CY2014 CY2015 CY2016 CY2017

EBITDA (AUD)

9-fold in 5 years 12-fold in 5 year

Revenue and Profits Growing Steadily, Highly Profitable 34.7% EBITDA margin

9

Page 11: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Mitula Group

Operation of Aggregator Websites and Portal Sites Primarily in Real Estate

Mitula Classified

Dot property

Kleding B.V.

Lokku Ltd.

Subsidiary Services

Operation of aggregator websites for real estate,

car, job, and fashion information

Operation of aggregator websites for real estate

Operation of portal sites for real estate

Operation of aggregator websites for fashion

Description

10

Page 12: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

CEO

Gonzalo Del Pozo CEO, Board Director, Founder

11

Born in Spain, graduated from Suffolk University

(Boston, MA, USA) in electrical engineering

Co-founder and CEO of real estate portal Globaliza, founded in 1998(sold in 2009)

Co-founder, and CEO/Board Director of Mitula

Classified, from 2009

and CEO of Mitula Group from 2015

Director and major shareholder of Inception

Capital, an investment company specializing in

internet companies

Member of investment committee for Onza

Venture Capital

Page 13: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

×

12

Page 14: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Corporate History (includes plans)

Top 3 Real Estate Aggregator Websites to become part of LIFULL Group

Founded 1997

13

Founded 2006

November 2014

Acquired by LIFULL Group

Founded 2009

July 2015

Listed on ASX

Founded 2006 (Lokku Ltd.)

May 2015

Acquired by Mitula Group

September 2016

Acquires DotProperty

Aug-Sept 2018

To be acquired by

LIFULL Group (plan)

Feb 2016

Acquires Nuroa

Page 15: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Information Volume

More than 400 Million Listings Onsite, well on the way towards a Global Database

indeed

20m

6m

Indeed Data :

LIFULL estimate based on disclosed data

Reference:

400+m

14

Page 16: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Number of Site Users (monthly UV)

An Overwhelming Number of Monthly Visits due to Acquisition of Mitula Group Limited Subsidiaries

Aggregator Comparison:

Source) Flatfy, and NEWS NOW: similarweb from March 2018.

indeed: published data on service site.

170m

indeed

200m

Flatfy2m

NEWS NOW

50m

15

Page 17: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Global Footprint

Business combination to benefit both cost reduction and increased competitiveness in countries served

by both companies. Number of countries served will increase to 63.

■Both ■only Trovit ■only Mitula ■No Footprint

16

Page 18: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Base of Operations

Both companies’ primary base of operations are in Spain, making integration possible and resulting

in a stronger company structure.

17

Barcelona

Madrid

Page 19: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Business Strategy

New value created by integrating the massive data of both companies and accelerate profitability through

increased value per traffic.

Volume of Listed

Information

(Monthly UV)

User Behavior

Information

New Product

Development

Expansion into

Related Peripheral

Domains

Data Analysis

DB

Profitability through Increased Investment Efficiency Profitability through New Value Creation

Attribution Management

18

Page 20: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Multi-Dimensional Opportunities for Revenue

Increase potential value per user to capture profit opportunities multi-dimensionally

1 CPC 2 Advertisement

Value PotentialLow High

• E-mail Marketing

• Retargeting

• Banners

• Text Link

• Google AdSense

• Premium Advertisements

• Customer Referral

• Closing

• Secondary Markets

3 Transaction

19

Page 21: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

[Reference] LIFULL Group Financial Results (Pro Forma historical results)

Revenues to increase 7.9% by consolidation

(million Yen)

Revenue (simple addition)

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

2017年7-12月2017年1-6月2016年7-12月2016年1-6月2015年7-12月2015年1-6月

LIFULL Mitula Group

+7.9%(average of semi-annual data)

20

Note: calculated at 82.6 JPY/AUD2015/1-6 2015/7-12 2016/1-6 2016/7-12 2017/1-6 2017/7-12

Page 22: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

[Reference] LIFULL Group Cash Flow Generation (Pro Forma historical results)

EBITDA to increase 18.4% by consolidation

More flexibility for Growth investment, while maintaining financial stability

0

500

1,000

1,500

2,000

2,500

3,000

3,500

2017年7-12月2017年1-6月2016年7-12月2016年1-6月2015年7-12月2015年1-6月

LIFULL Mitula Group(million Yen)

EBITDA (simple addition)

21

+18.4%(average of semi-annual data)

Note: calculated at 82.6 JPY/AUD2015/1-6 2015/7-12 2016/1-6 2016/7-12 2017/1-6 2017/7/-12

Page 23: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

[Reference] Change in Overseas Revenue ratio

Consolidated Revenue Composition of Overseas Business to Increase by 6.9%

22

2017 (January - December)comparison of aggregated revenue

84.4%

10.5%

5.2%

HOME'S and

Related

Businesses

Overseas

Business

77.8%

17.4%

4.8%

Other

Business

HOME'S and

Related

Businesses

Other

BusinessOverseas

Business

Page 24: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Mitula Group Limited 100% Acquisition: Impact on Current Fiscal Year and Mid-Term Management Plan

Compiling figures for impact on financial results. To be disclosed as soon as figures finalized.

23

May 9

Board

Resolu

tion

June 28

Specia

l Meetin

g o

f Share

hold

ers

Aug - Sep November

FY

Sept

2019e

arn

ings fo

rcast

announcem

ent

Schedule

Share

Acquis

ition

Mitu

laG

roup L

imite

d M

eetin

g o

f

Share

hold

ers

Mid-Term Management Plan(Revenue)

0

100

200

300

400

500

1997 2001 2006 2011 2016 2020

+α50+ billion JPY

(Current Mid-Term Plan)

Mitula Group Limited Acquisition impact

* FY2017/9 was 6 month irregular closing of Apr-Sep 2017

*

Page 25: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Ongoing Growth of Domestic Business

and

the Ability to Build a Global Platform more Quickly

24

Page 26: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Make every LIFE FULL.

25

Page 27: Mitula Group Limited 100% Acquisition · Services for realtors Real estate technology (ReTech) Expanding the network of real-estate companies in the world Expanding the share and

Contact us

LIFULL Co., Ltd IR Desk

TEL +81-3-6774-1603(Monday to Friday 10:00AM-6:00PM)

FAX +81-3-6774-1737

E-mail [email protected]

Website http://www.LIFULL.com (Japanese)

http://www.LIFULL.com/en (English)

Guide to IR News

We provide timely disclosure data by email.

Please send a blank e-mail to the following e-mail address.

Blank e-mail: [email protected]

Official account on Twitter Official Facebook page

https://www.facebook.com/LIFULL.corphttps://twitter.com/LIFULL_Corp

IR Office Information

Copyright(c) LIFULL Co., Ltd. All Rights Reserved. 26


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