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Investor_presentation_capital_raising_04072012

VIEWS: 2 PAGES: 35

  • pg 1
									For personal use only
For personal use only




                        Capital Raising Presentation
                                 4 July 2012




                                                       1
                        Vocus Communications Overview
                          Leading independent provider of wholesale and corporate telecommunications services in Australia and New
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                                Zealand, including:

                            •     International internet (45% of Group revenue)(1)

                            •     Voice (21% of Group revenue)(1)

                            •     Data Centre and Cloud Services (18% of Group revenue)(1)

                            •     Fibre and Ethernet (14% of Group revenue)(1)

                          Strong industry fundamentals and continued investment in network and sales force driving organic growth

                          Growth from successful acquisition and integration of 3 businesses since listing

                            •     Acquisitions of E3 Networks (Sydney and Melbourne) and PerthIX (Perth) created a successful national data
                                  centre business

                            •     Acquisition of Digital River Networks’ dark fibre assets formed base for rapidly expanding fibre services

                            •     Recently completed acquisition of Maxnet Limited, New Zealand based data centre operator and cloud provider

                          Focus on differentiated customer service proposition and expanded product offering, along with strategic
                                acquisitions, has resulted in customer growth from 103 in March 2010 to 363 in March 2012

                          Underlying EBITDA growth of ~132% from June 2010 to $16 – 16.5 million in June 2012 (based on low-end of
                                guidance)

                        (1) Estimated contribution for FY12
                                                                                                                                                2
                        Capital Raising Overview

                        •   Vocus is launching an underwritten institutional placement of 9.15 million shares (15% of issued
For personal use only

                            capital) to raise approximately $14.9m (“placement”)

                        •   The placement is being offered at a fixed price of $1.63 per share

                            − 15.5 % discount to the share price on 3 July 2012 ($1.93)

                            − 14.7% discount to Vocus’ 5 day VWAP ($1.91)

                        •   Vocus is also announcing a non-underwritten share purchase plan at the placement price, offering
                            $15,000 of shares per eligible shareholder to raise up to $7.5m

                        •   Vocus is undertaking the capital raising to fund existing capital expenditure requirements and
                            provide financial flexibility for future growth

                            − Vocus continues to consider potential acquisitions that would expand or complement its existing
                              product set

                        •   Further detail, including timetable, can be found in the Appendix




                                                                                                                                3
                        Key Business Highlights
                        History of strong financial growth delivering shareholder returns supported by recurring annuity style revenue
                              − Revenue growth of ~158% and underlying EBITDA growth of ~132% from FY10 to FY12(1)
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                              − Combination of organic and acquisition growth, with organic new product growth accelerating in FY12
                              − Total shareholder return of ~286% since listing(2)

                        Well positioned to benefit from positive industry trends
                              − Growth of all divisions underpinned by continuing data consumption by consumers and corporates
                              − Exposure to trend of increasing outsourcing and well positioned to capitalise on growth of cloud market

                        Strong customer growth momentum underpinned by differentiated customer service proposition
                              − Increased number of customers by 252% over the last two years (to March 2012)
                              − Weighted average customer contract length increased from ~24 to ~26 months since 1Q11

                        Carrier neutral operator
                              − Dark fibre only actively provided by two other operators
                              − One of very few ‘independent wholesalers’ of IP traffic

                        Continued execution on clearly developed growth strategy
                              −   Considerable operating leverage from fixed cost base in IP transit and Fibre
                              −   Significant cross selling opportunities from broader product offering
                              −   Proven acquisition track record, and expanding fibre network and data centre offering based on customer demand
                              −   Well positioned to capitalise on NBN opportunities

                        Experienced board and management team overseeing growth
                              − Balance of telecommunications industry, M&A and listed company experience
                        (1)       Using low-end of guidance
                        (2)       As at 3 July 2012                                                                                                4
                        Experienced Board and Management
                            David Spence                                                               James Spenceley
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                            Chairman                                                                   CEO
                            •       More than 20 years Telco experience                                •   More than 14 years experience in ISP/Telco industry
                            •       Experience in over 20 internet businesses                          •   Previously designed and deployed the $300m COMindico
                            •       Former CEO of Unwired Ltd                                              network (later to be known as Soul, now owned by TPG
                            •       Managing Director and CEO of OzEmail                                   Telecom)
                            •       Chairman of the Board of the Internet Industry Association         •   Elected Board Member of the Asia Pacific Network Information
                            •       Currently a Director of AWA Ltd and ASX listed Hills Holding Ltd       Centre



                            Stephen Baxter                                                             Mark de Kock
                            Independent Director                                                       Executive Director, Strategy
                            •       More than 18 years industry experience                             •   More than 20 years industry experience
                            •       Co-founded PIPE Networks (now owned by TPG Telecom) and            •   Previously employed in Technical Management roles at Optus,
                                    was an Executive Director and Chief Technical Officer on listing       Vodafone, Access Devices, HP (Tandem/Compaq) and
                            •       Started Adelaide ISP, SE Net (sold to OzEmail/UUNET)                   Andersen Consulting
                            •       Previously worked at Google Inc in California as a Technical
                                    Program Manager in the Network Deployment department



                            Nick McNaughton                                                            John Murphy
                            Independent Director                                                       Non-Executive Director
                                •     Established Blue Cove Ventures in 2007                           •   Founder and Managing Director of IWPE
                                •     Member of the start-up teams of software companies Allaire,      •   Director of Investec Bank (Australia) Limited and Chairman of
                                      Soulmates Technology and Wily Technology                             the bank’s Investment Committee
                                •     Non-Executive Director & Chairman at Simmersion Holdings Pty     •   Director of ASX listed Clearview Wealth
                                      Ltd, Consultant at Brightcove and Board Observer at Windlab      •   Former Director of ASX listed companies, Southcorp, Invocare,
                                      Systems                                                              Specialty Fashion, Fonezone, amongst others
                                                                                                       •   Previously spent 26 years with an international accounting firm


                            Jon Brett                                                                  Richard Correll
                            Non-Executive Director                                                     CFO
                            •       Experience as Director of a number of ASX listed companies,        •   Extensive experience in finance, media and communications
                                    including Techway, Kids Campus, Iocom, amongst others                  industries in the U.S., China, Europe and Australia
                            •       Formerly the Non Executive Deputy President of the NRMA            •   Previously held senior financial and general executive roles
                            •       Currently on the Board of several unlisted companies and a             including CFO at Fox Sports Australia, Assistant to Managing
                                    Director of Investec Wentworth Private Equity (IWPE)                   Director at Austar, CFO at PocketMail Australia, Treasurer and
                                                                                                           Special Projects Manager at News Limited and Group Senior
                                                                                                           Manager at Ernst & Young


                                                                                                                                                                             5
    For personal use only




               Product Overview




6
For personal use only   What We Provide and Where

                        Extensive network reach, connecting Australia and New Zealand to the world

                                 Singapore                                         Vocus Internet and Voice
                                                                                   Vocus Domestic Ethernet Network
                                                                                   Vocus Data Centres
                                                                                   Vocus Fibre
                                                                                                                                    San Jose



                                                                                                                                          L.A.
                                                                                                                           Hawaii

                                                                                               Fiji
                                                                              Brisbane




                                Perth
                                                      Adelaide
                                                                                 Sydney
                                                                 Melbourne   Canberra
                                                                                                                     Auckland


                                                                                                                Christchurch DR




                                                                                                                                                 7
                        International Internet
                        • Operates Australia’s largest wholesale IP           Internet Revenue ($m)      % Group Revenue (FY12E)
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                          backbone after Telstra and Optus
                                                                              25
                          • Provides internet access to ISPs and Telcos              35.9% CAGR                            Internet
                            in Australia, New Zealand and the US              20                                             45%

                          • Provides an internet offering to the Australian   15
                            corporate sector
                                                                              10
                        • Indefeasible Right of Use (“IRU”) on Southern
                          Cross Cable                                          5

                          •   Doubled capacity in September 2011 to            0
                              meet increased demand                                 FY10A FY11A FY12E

                        • 31 Points of Presence (“POPs”)
                                                                              Key Internet Statistics
                        • Internet products include:
                          •   Wholesale Internet                                                         FY11      FY12E

                          •   Corporate Internet                               Traffic Growth            128%      80%

                          •   Delivery of DSL, Fibre and Ethernet              Total Customers           94        212


                        • Weighted average contract duration is ~24            Number of Internet POPs   23        31

                          months                                               New Corporate Customers   0         30




                                                                                                                                 8
                        Voice
                        • Provides several services, including:             Voice Revenue ($m)       % Group Revenue (FY12E)
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                          • Call termination services                       12
                                                                                 42.3% CAGR
                                                                            10
                          • Porting traditional Voice numbers to VoIP for
                            ISPs                                            8
                                                                            6
                          • Provision of wholesale phone numbers to
                            ISPs                                            4
                                                                            2                             Voice
                        • Voice network combined with the Fibre and IP                                    21%
                                                                            0
                          network should provide a strong value
                                                                                 FY10A FY11A FY12E
                          proposition and cost structure going forward

                          • Capitalising on this opportunity will be a
                            focus in FY13




                                                                                                                         9
                        Data Centre and Cloud Services
                          •       Operates 7 data centres across five cities,                                   Data Centre and Cloud Services % Group Revenue (FY12E)
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                                  including two in New Zealand(1)                                               Revenue ($m)

                          •       Offers leases on individual rack units or                                    10                                      Data Centre
                                                                                                                                    198.5%              and Cloud
                                  private suites                                                                 8                                        18%


                          •       Sells bundled connectivity, Data Centre and                                    6
                                  Could services                                                                 4
                          •       Contracts typically 24 – 36 months, though                                     2
                                  can be up to 10 years
                                                                                                                 0
                          •       Customers charged monthly, either:                                                     FY10A FY11A FY12E

                              •     Per rack of equipment (including power)
                                                                                                                Summary of Data Centres
                              •     By caged floor area for large customers
                                    (power billed separately)                                                     Location                     Size           Utilisation

                                                                                                                  Sydney (SYD1, SYD2, SYD3a)   897m2          81%
                          •       Recently secured lease and additional power
                                  required to expand Sydney capacity by                                           Melbourne                    490m2          100%
                                  453m2 (SYD3)(2)
                                                                                                                  Perth                        536m2          93%
                                    •   Also secured option for additional
                                                                                                                  Auckland                     420m2          72%
                                        1,000m2 of space (SYD4) which would
                                        increased existing capacity by 174%                                       Christchurch                 128m2          33%



                        (1)   New Zealand (Auckland and Christchurch) data centres acquired as part of the purchase of Maxnet Limited
                        (2)   Initial Stage Expansion of 98m2 of the Sydney facility (S3a) expected to be complete by 30 June 2012
                                                                                                                                                                            10
                        Fibre and Ethernet
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                         •     Owns and operates fibre optic networks in                                  Fibre and Ethernet Revenue ($m) % Group Revenue (FY12E)

                               CBD and metro                                                              6
                                                                                                                      83.4% CAGR
                               •      Sydney
                                                                                                          4
                               •      Melbourne
                               •      Brisbane
                                                                                                          2
                         •     Purchased the fibre assets of Digital River
                               Networks in May 2011                                                                                                           Fibre /
                                                                                                          0                                                  Ethernet
                               •      Expansion of the network is a result of                                     FY10A          FY11A       FY12E             14%

                                      robust customer demand                                              Key Operating Metrics
                               •      In-house network design and                                                                        At Acquisition(1)
                                                                                                                                                                June 2012
                                      construction capabilities provide for low                                                          (April 2011)

                                      cost expansion                                                          Fibre length               59km                   176km(2)
                         •     Customer contracts are typically 36 – 60
                                                                                                              Number of Dark Fibre
                               months in duration                                                                                        27                     219
                                                                                                              services

                         •     Significant operating leverage given fixed                                     Data Centres connected     9                      43
                               cost base and current low utilisation
                                                                                                              On-net buildings           60                     166

                                                                                                              Utilisation                <2%                    <5%

                         (1)       Acquisition of Digital River Networks assets, announced 8 April 2011                                                                     11
                         (2)       Expected to increase to 275km by December 2012
                        Increasing Returns on Fibre Capex
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                         • Demonstrates Vocus’
                           immediate success in sales                                    Growing Efficiency
                                                                             Fibre capex $x for each $1 of contracted revenue
                                                              3.50
                         • Vocus expects capex required       3.00

                           to sell new contracted             2.50

                           revenue to continue to             2.00
                                                                                3.29
                                                              1.50
                           decrease
                                                              1.00

                                                              0.50                                          1.23                        1.04

                         • Network utilisation remains          -
                                                                           Digital River*                  1H12                        2H12E
                           <5% with large potential to sell          * Digital River capex efficiency is calculated using the purchase price of Digital
                                                                           River Networks and contracted revenue arising from the acquisition
                           more services on existing
                           infrastructure



                                                                                                                                                      12
                        Putting it All Together
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                                                  •   Continued increase in internet traffic and
                                                      importance of internet access, dark fibre links
                                                      and data centre space

                                                  •   Move to the cloud will also increase the need
                                                      for these products and services

                                                  •   Vocus has competitive infrastructure based
                                                      products in each of these 3 areas
                                                        • International connectivity – to access data
                                                           internationally
                                                        • Dark Fibre – to connect to the data /
                                                           cloud
                                                        • Data Centre – to host the data / cloud

                                                  •   More reliance on dark fibre and data centres
                                                      creates more opportunity for Vocus Fibre

                                                  •   Integrated Internet / Fibre / Data Centre offering
                                                      attractive to corporate customers

                                                  •   Dark Fibre and a High Speed Internet
                                                      Backbone differentiates Data Centre
                                                      proposition
                                                                                                        13
                        Evolving Sales Mix Creating a More
                        Balanced Portfolio
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                         •   Vocus continues to see increasing diversity in composition of new sales



                                     Q3 2010                            Q3 2011                           Q3 2012




                                                                    22%                                 18%
                                                                                                                31%


                                                                  18%               60%


                                      100%                                                              51%




                                                       Internet    Fibre/Ethernet         Data Centre




                                                                                                                      14
                        Continued Investment in Sales
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                         • Significant Investment in Sales and Marketing Teams
                          •   Australia / NZ sales footprint – Sydney, Melbourne, Perth, Brisbane and Auckland


                                                         At Listing – FY10       FY12E


                                 Number of Sales
                                                         1                       5
                                 Offices


                                 Sales & Marketing
                                                         3.5                     16
                                 Team (FTEs)


                                 Marketing Events        9                       19


                                 Marketing Budget        $172k                   $425k


                                                                                                                 15
                        Resulting in Strong Customer Growth
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                                                                                                              Customer Growth
                                                                                                                                                                                               Organic
                         • Vocus is experiencing strong organic                                                                                                                                Growth
                                                                                                                                                                                                                           363 
                           customer growth                                                                                       Perth data centre
                                                                                                                                  and dark fibre                                                                 337 
                                                                                                                                    acquisition
                                                                                                                                                                                                       309 
                         • Exciting growth from international                                                                                                                                301 

                           carrier customers

                         • Integrated Internet / Fibre / Data Centre
                                                                                                                        E3 data
                           offering attractive to corporate                                                             centre
                                                                                                                      acquisition
                           customers                                                                                                                                               145 
                                                                                                                                                                         133 
                                                                                                                                                      111  112 
                                                                                                                                            103 
                         • Increasing number of new sales are                                                                      96 
                                                                                                                       81 
                           bundled                                                                           67 
                                                                                                    54 
                                                                                           45 
                                                                                  28 
                         • Continued low churn rate                      13 
                                                                         Jun 08




                                                                                                             Jun 09




                                                                                                                                                       Jun 10




                                                                                                                                                                                              Jun 11
                                                                                  Sep 08




                                                                                                                        Sep 09




                                                                                                                                                                Sep 10




                                                                                                                                                                                                        Sep 11
                                                                                                    Mar 09




                                                                                                                                             Mar 10




                                                                                                                                                                                    Mar 11




                                                                                                                                                                                                                            Mar 12
                                                                                           Dec 08




                                                                                                                                   Dec 09




                                                                                                                                                                          Dec 10




                                                                                                                                                                                                                  Dec 11
                                                                       Source: Billing Data
                                                                       Notes: Customer numbers at Q3 Mar 12 excludes customers from the Maxnet
                                                                       acquisition                                                                                                                                                   16
                        Positive Trends in Contract Duration
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                                                                        Contract Duration (Months)
                                                                26.50
                        • Vocus’ weighted
                          average remaining                     26.00
                                                                                                    Weighted average
                          contract duration has                 25.50                              remaining contract
                                                                                                        duration
                          increased in FY12 due                 25.00

                          to significant growth in              24.50
                          Data Centre and Fibre
                                                                24.00

                                                       Months
                                                                23.50
                        • Greater earnings
                                                                23.00
                          visibility from increasing
                                                                22.50
                          recurring annuity style
                                                                22.00
                          revenue
                                                                21.50

                                                                21.00
                                                                          Q1/11   Q2/11   Q3/11   Q4/11   Q1/12     Q2/12   Q3/12



                                                                                                                                    17
                        Transitioning to a Corporate Focus
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                                                                                 FY11 Sales by Channel
                          Channel          Products            Segments
                                        • Internet
                                        • Data Centres       Corporates                       Wholesale
                         Corporate                                                              96%

                                        • Fibre & Ethernet

                                        • Internet
                                                             Telcos                                              Corporat
                                                                                                                  Corporate
                                        • Voice                                                                     e
                                                                                                                     4%
                                                                                                                   4%
                         Wholesale                           Service Providers
                                        • Data Centres
                                                                                 FY12E Sales by Channel
                                                             Hosting Providers
                                        • Fibre & Ethernet


                                                                                             Wholesale
                         • Channel manager hired to manage sales activity                      82%

                           outside the primary Corporate and Wholesale
                                                                                                          Corporate
                           channels                                                                         18%

                                                                                                                  Corporat
                                                                                                                     e
                                                                                                                    18%


                                                                                                                             18
                        Select Vocus Customers
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                        Internet service providers   Corporate




                                                                 19
                         Cross Selling
                         Click to edit                   Master title
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                                                                         Number of Customers Across Services
                        • Significant opportunity to cross     363
                          sell services

                        • 363 customers at the end of
                          3Q12                                                      Significant
                                                                                   cross selling
                         • ~45% only have one Vocus                                 opportunity
                           product
                                                                             163
                        • Such customers present a                                     132
                          source of strong sales leads

                                                                                                   59


                                                                                                          9

                                                               Total          1         2           3     4
                                                             number of               Number of services
                                                             customers


                                                                                                               20
                        Click to edit Master title
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                                 Financial Overview




                                                      21
                        Strong Historical Financial Performance
                        Click to edit Master title
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                                                     Half Year Revenue
                                    $25
                                                                                                                   •   200% increase in revenue from FY10H1
                        Millions




                                    $20

                                    $15                                                                            •   Continued demonstrated growth in core
                                    $10
                                                                                                                       business
                                        $5
                                                                                                                   •   Expanding product balance with Data
                                        $-                                                                             Centre and Fibre & Ethernet products
                                               FY10H1         FY10H2        FY11H1        FY11H2        FY12H1




                                             Half Year Underlying(1) EBITDA
                                        $8                                                                         •   180% increase in Underlying EBITDA
                             Millions




                                        $7
                                                                                                                       from FY10H1
                                        $6
                                        $5
                                        $4                                                                         •   Margin growth from significant
                                        $3                                                                             operating leverage, bundling
                                        $2                                                                             opportunity and focus on corporate
                                        $1                                                                             market
                                        $-
                                                FY10H1        FY10H2         FY11H1         FY11H2        FY12H1
                                        (1) Excludes FX effects (predominantly unrealised on USD liability)
                                                                                                                                                              22
                        Combination of Organic and Acquired
                        Click to edit Master title
                        Growth
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                        Revenue ($m)                                                          Revenue Growth(1)
                        50                                                                                               FY10-12E
                                                                                                                                    FY11-12E
                                                                                                                         CAGR
                        45
                                                                                                  Organic growth         42%        23%
                        40
                                                                                                  Acquired growth        n.a.       301%
                        35

                                                                                                  Total growth           61%        46%
                        30


                        25
                                                                                              •      Strong growth of organic business and
                        20
                                                                                                     new organic products
                        15
                                                                                              •      Continued focus on recurring annuity
                        10                                                                           style revenue model
                         5                                                                    •      Acquisitions providing a strong platform
                                                                                                     for future organic growth
                         0
                                      FY10A                       FY11A               FY12E
                                              Acquired Revenue            Organic Revenue
                        Source: Management accounts (unaudited)
                        (1) Using low-end of guidance
                                                                                                                                               23
                         Summary Financials
                        Click to edit Master title
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                        ($ in millions)


                                                                                                                                    Growth (FY11
                                                                                              FY10            FY11      FY12E
                                                                                                                                     – FY12E)(3)

                        Revenue                                                                17.5           30.7    45.0 – 47.0      46.0%

                        EBITDA                                                                  8.1           13.2       n.a.

                        Net foreign exchange loss /
                                                                                               (1.2)          (3.7)      n.a.
                        (gain)

                        Underlying EBITDA                                                       6.9           9.5     16.0 – 16.5      67.7%

                        Reported NPAT(1)                                                        3.8           8.1        n.a.

                        Underlying NPAT(1)(2)                                                   2.9           5.5        n.a.
                         (1) Excludes net movement on hedging transactions (net of tax) of ($0.3m) in FY11
                         (2) Excludes foreign exchange gain (net of tax) of $0.9m in FY10 and $2.6m in FY11
                         (3) Assumes low-end of guidance




                                                                                                                                                   24
                            Balance Sheet Post-Capital Raising
                         Click to edit Master title
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                            Pro-forma Balance Sheet(1)
                                                                                                     •     Vocus has two facilities available to it totalling $9.9m,
                                                                      Pro-forma                            provided by CBA

                             Total bank debt(2)                       $(7.4)m                        •     Vocus has drawn $7.4m to fund the acquisition of
                             Total IRU liability                      $(28.1)m
                                                                                                           Maxnet

                             Total borrowings                         $(35.5)m                       •     Facility is 50% amortising with maturity June 2015
                             Cash                                     $25.3m
                                                                                                     •     Vocus has ample headroom under customary covenants
                             Net debt                                 $(10.2)m
                                                                                                     •     The capital raising ensures conservative gearing is
                             Net cash
                                                                      $17.9m                               maintained, as well as providing flexibility to fund growth
                             (excl. IRU liability)
                                                                                                           initiatives including extension of fibre network
                             •     The metrics above are not forecasts but are
                                   intended to show the pro forma illustrative
                                   financial effects of the placement and the
                                   SPP

                             •     Excludes transaction fees and assumes the
                                   maximum amount of $7.5m is raised under
                                   the SPP


                        (1) Balance sheet data as at 31 May 2012                                                                                                                               25
                        (2) Bank debt drawn down upon the acquisition of Maxnet Limited in June 2012 (no drawn bank debt prior to the Maxnet acquisition), excludes finance equipment leases
                          IRU and FX Hedging
                        Click to edit Master title
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                        IRU Liability and Hedge Position




                          • Total IRU borrowing $45.1m (including initial IRU and additional
                            borrowings due to capacity increases in Jan and Sep 2011)

                          • Liability reduced by $17.0m since inception

                          • $28.1m remaining (43% hedged)

                          • Reduced liability by $2.4m in 5 months to May 2012
                         Source: Management accounts at May 2012 (unaudited)


                                                                                               26
                         FY12 Has Been an Expansion Year
                        Click to edit Master title
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                                                         Growth Capex Spend by Product
                                                                     14
                        • Major investment made in




                                                          Millions
                                                                     12
                          Fibre Network in FY12 based                10
                          on customer demand                          8                                                                                     8.13
                                                                      6
                                                                      4                                                              0.37
                                                                      2                                                    2.09                             1.98
                        • Data Centre expansion of                   -                    1.18                             1.27                             1.49

                          Sydney Facility in both FY11                                   FY10                             FY11                             FY12E

                                                                                                   Core Network        Data Centre          Fibre
                          (SYD02) and FY12 (SYD03)
                                                         Overall Maintenance Capex Spend
                                                                     1.20
                                                          Millions


                                                                     1.00

                                                                     0.80

                                                                     0.60
                                                                                                                                                             1.01
                                                                     0.40
                                                                                                                            0.54
                                                                     0.20
                                                                                            0.30
                                                                         -
                                                                                           FY10                             FY11                           FY12E

                                                                                                             Maintenance Capex
                                                                         Note: Capital expenditure spend includes items acquired under finance lease which totals   27
                                                                         $0.6m in FY10, $1.2m in FY11 and $0.7m in FY12E
                        Click to edit Master title
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                                       Appendix
                               Capital Raising Overview




                                                          28
                        Overview of the Offer
                        Click to edit Master title
For personal use only

                        Placement                • Placement of 9.15m shares
                        offer size
                                                    • 15% of issued share capital
                                                 • Placement will raise $14.9m at the offer price
                        Placement                • Fixed offer price of $1.63 per share
                        offer price
                                                    • 15.5% discount to Vocus’ share price on 3 July 2012 ($1.93)
                                                    • 14.7% discount to Vocus’ 5 day VWAP ($1.91)

                        Timing                   • 1-day trading halt on 4 July 2012
                                                 • Books open on 4 July 2012 at 10:00am (Sydney time)
                                                 • Books close on 4 July 2012 at 4:00pm (Sydney time)(1)
                        Ranking                  • The new shares will be fully paid and will rank equally with Vocus’ existing issued shares

                        Underwriting             • Placement is fully underwritten by Credit Suisse (Australia) Limited

                        Share                    • A non-underwritten share purchase plan of $15,000 per eligible shareholder will be offered following the
                        Purchase                     placement
                        Plan (“SPP”)
                                                 • Share purchase plan to be capped at a maximum of $7.5m
                                                 • Eligible shareholders are those who are registered on the record date of 4 July 2012 (7.00pm, Sydney
                                                     time) with a registered address in Australia or New Zealand


                        (1)   The underwriter reserves the right to close the book build earlier.

                                                                                                                                                        29
                        Timetable
                        Key Dates - Placement(1)
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                        Bookbuild opens (10.00am)                                                      4 July 2012
                        Bookbuild closes (4.00pm)(2)                                                   4 July 2012
                        Ordinary shares recommence trading                                             5 July 2012
                        Settlement of placement shares                                                11 July 2012
                        Allotment and trading of placement shares                                     12 July 2012


                        Key Dates - Share Purchase Plan(1)
                        Record Date (7.00pm)                                                           4 July 2012
                        SPP materials despatched to eligible shareholders                             12 July 2012
                        SPP opens                                                                     12 July 2012
                        SPP closes (5.00pm)                                                           27 July 2012
                        SPP allotment date                                                           7 August 2012
                        Despatch of Transaction Confirmation Statements                             13 August 2012




                        (1)   All times refer to Sydney time.
                        (2)   The underwriter reserves the right to close the book build earlier.
                                                                                                                     30
For personal use only   Contacts


                        James Spenceley                Level 1, Vocus House

                        CEO                            189 Miller Street

                                                       North Sydney

                        Mark de Kock

                        Executive Director, Strategy   P: +61 2 8999 8999

                                                       F: +61 2 9959 4348

                                                       E: vocus@vocus.com.au
                        Rick Correll

                        CFO
                                                       www.vocus.com.au

                                                                               31
                        Important Notices Regarding Foreign Jurisdictions

                        •   This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdictions in which it would be unlawful. New
                            Shares may not be offered or sold in any country outside Australia except to the extent permitted below
For personal use only

                        European Economic Area – Belgium, Denmark, Germany, Luxembourg and Netherlands
                        The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive
                        2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement
                        to produce a prospectus for offers of securities.

                        An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions
                        under the Prospectus Directive as implemented in that Relevant Member State:

                        (a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to
                        invest in securities;
                        (b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000
                        (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last
                        annual unconsolidated or consolidated financial statements);
                        (c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining
                        the prior consent of the Company or any underwriter for any such offer; or
                        (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the
                        publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.
                        France
                        This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of
                        Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French
                        Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in
                        France.

                        This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and,
                        accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

                        Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as
                        defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and
                        any implementing regulation and/or (ii) a restricted number of nonqualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in
                        and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing
                        regulation.

                        Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly)
                        to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial
                        Code.


                                                                                                                                                                                                    32
                        Important Notices Regarding Foreign Jurisdictions

                        Hong Kong
For personal use only

                        WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies
                        Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of
                        the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or
                        any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document,
                        other than (i) to "professional investors" (as defined in the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in
                        the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.

                        No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the
                        purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if
                        permitted to do so under the securities laws of Hong Kong) other than
                        with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO
                        and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the
                        public in Hong Kong within six months following the date of issue of such shares.

                        The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you
                        are in doubt about any contents of this document, you should obtain independent professional advice.

                        Ireland
                        The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by
                        any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish
                        Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The New Shares have not been offered or sold, and will not be offered, sold
                        or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations
                        and (ii) fewer than 100 natural or legal persons who are not qualified investors.

                        New Zealand
                        This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).

                        The New Shares in the entitlement offer are not being offered to the public in New Zealand other than to existing shareholders of the Company with registered
                        addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New
                        Zealand).

                        Other than in the entitlement offer, New Shares may be offered and sold in New Zealand only to:
                        •persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or
                        •persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a
                        minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial
                        securities and such allotment was not more than 18 months prior to the date of this document.


                                                                                                                                                                                                    33
                        Important Notices Regarding Foreign Jurisdictions

                        Singapore
For personal use only

                        This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the
                        Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription
                        or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for
                        subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division
                        1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any
                        other applicable provisions of the SFA.

                        This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA)
                        or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above,
                        please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

                        Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that
                        may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale
                        restrictions in Singapore and comply accordingly.

                        United Kingdom
                        Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the
                        United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published
                        or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section
                        86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying
                        letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should
                        not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

                        Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New
                        Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in
                        circumstances in which section 21(1) of FSMA does not apply to the Company.

                        In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to
                        investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii)
                        who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to
                        whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any
                        invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not
                        act or rely on this document or any of its contents.




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