Knights Capital Group Limited

KNIGHTS CAPITAL GROUP LIMITED

Annual General Meeting 2013

AGENDA

• Introduction

• Declarations

• Ordinary business

• Financial statements & reports

• Re-election of Mr. Michael Britton

• Closure of meeting

• Executive Director’s briefing

• Questions

• Refreshments

Knights Capital Group Limited

BOARD AND ADVISORS

• Knights Capital Group Limited

• Grant Hodgetts, Executive Director

• Greg Paramor, Independent Non-executive Director

• Michael Britton, Independent Non-executive Director

• Grant Priest, Company Secretary

• Graeme Jennings, Partner, Accru Page Kirk & Jennings – Auditors

• Jeremy Wade & Larry Iffla – Partners, Iffla Wade – Solicitors

• Daniel Romano, Partner, Wilson & Atkinson - Solicitors


AGENDA

• Introduction

• Declarations

• Ordinary business

• Financial statements & reports

• Re-election of Mr. Michael Britton

• Closure of meeting

• Executive Director’s briefing

• Questions

• Refreshments


EXECUTIVE DIRECTOR’S BRIEFING

Corporate matters

• Board reconstituted

• Management agreement terminated

• Limited Investigative Review undertaken



Financial metrics

2013 2012• Total assets ↓ $2.886m $18.746m $21.633m

• Net Assets ↓ $2.802m $14.897m $17.699m

• Net Asset Backing ↓ $0.62 $0.70

• Gearing ↓ 13.3% 14.2%

• Gross Profit ↑ $1.788m $1.678m

• NPAT ↓ ($2.224m) ($156k)

• Cash ↑ $826k $471k

• Earnings per share ↑ $0.09 $0.006

• No dividends were paid



Investment review• Seascapes

• Increased sales momentum has continued with marginal improvement in pricing

• Carrying value $3.287m (2012: $4.208m)

• Expected wind up of fund in 3rd quarter of 2014

• Cedar Woods Wellard

• Increased sales momentum has continued with marginal improvement in pricing

• Mezzanine finance should be repaid in June - July of 2014

• Carrying value $2.772m (2012: $3.509m)

• Dyesol• 150,000 shares

• Fair value $0.32/share (2012: $0.11/share)

• Portfolio value $48,000



Investment review

• Baru Resources Limited (Argosy Minerals Inc)

• 614,637 shares at a cost of $248,415

• Market value at 30 June 2013 $37,493

• The Company accepted the offer of one Baru Resources for every one Argosy share in September 2013

• Arbortech

• The Company’s carrying value of the investment was adjusted upwards by $69k

• Patent applications for the Hammersaw technology have been made

• No dividends were paid



Knights Parks & Properties Pty Ltd• Albany Gardens Holiday Resort

• Revenue increased by 6.9%

• Occupancy levels remained stable

• On line bookings increased dramatically throughout the year

• Albany Gardens Lifestyle Village

• Revenue increased by 15.87% reflecting additional site leases having been entered into

• Revenue from the sale of Park Homes increased marginally

• 44 of the 45 sites are occupied and construction on the remaining site will commence in early 2014

• Combined revenue decreased to $1.484m (2012: $1.81m)

• Net Assets increased to $1.05m (2012: $0.737m)



Knights Capital Management Pty Ltd

• Acts as Fund Manager to the Knights Coastal Land Fund and the Knights Tourist Park Fund

• Contributed revenue to the Company of $332k (2012: $339k)

• Had a net profit of $141k (2012: $97k)

• Declared dividends of $130k (2012: $90k)

Vector Resources Limited

• The Company’s holding of options in Vector Resources Limited expired during the year realising a loss of $20.3k being the initial cost of the options.



Knights Tourist Park Fund• The Company has a 42.6% interest in the Fund

• The Fund has –

• a 100% interest in two holiday parks –

• Free Spirit, Darwin (NT)

• Fraser Lodge, Hervey Bay (Qld)

• Net equity $8.74m (2012: $12.05m)

• An NTA $0.66c/unit (2012: $0.92c/unit)

• A carrying value $3.672m (2012: $5.065m)

• A current year impairment loss $1.394m (2012: $347k)

• Distributions totalling $0.075/unit were paid during the year



Knights Tourist Park Fund cont. • Subsequent events

• The Fund breached the LVR covenant of its NAB finance facility in the first half of 2013 which caused an increase in the fund’s amortisation schedule.

• At 31 December 2013, NAB adopted a valuation at a lesser figure for Hervey Bay than the Fund’s valuation

• Hervey Bay was offered to the market for sale, subject to the lease to Free Spirit. An offer has been accepted, subject to finance and satisfactory due diligence, at the Fund’s book value.

• A condition assessment on the Darwin property was received in July 2013 indicating the need to spend ~$5.7m on capital expenditure and major repairs and maintenance items.

• As a result of the scope and cost of the condition assessment, the Fund would breach its loan covenants and NAB was notified. The Bank required an updated valuation and a critical assessment of the scope and cost of the works.

• The updated valuation was $20.2m against $23.5m in December 2012.



Knights Tourist Park Fund cont. • Subsequent events cont.

• The scope and cost of the works were reduced from $5.7m to ~$1.65m

• The Fund Manager proposed a strategy that would make the fund compliant with its covenants and allow NAB to remain as lender to the Fund, including –

• Applying the net sale proceeds of Hervey Bay to the KTPF loan facility

• Funding the necessary works at Darwin through retained earnings (non payment of the June 13 and September 13 distributions) and contributions to the costs from Free Spirit

• Reduce the loan amortisation

• Reinstate distributions albeit at a lesser level in 2014

• The sale of Hervey Bay has now been frustrated by a condition of the purchaser’s financier requiring Free Spirit to surrender the two options to renew that they have in their lease for Hervey Bay.



Knights Tourist Park Fund cont.

• Subsequent events cont.

• NAB was briefed on the status of this matter on 18 November 2013 and they are being kept informed of negotiations on a regular basis.



Knights Coastal Land Fund• The Company has a 12.99% interest in the Fund

• The Fund has –

• a 55% interest in the Blue Dolphin Holiday Resort at Yamba on the north coast of NSW through its 55% ownership of the Essence Co-Owners Joint Venture

• Net Assets of $5.55m (2012: $7.02m)

• An NTA of $0.25cpu (2012: $0.31cpu)

• A carrying value in the Company’s accounts of $721k (2012: $912k)

• A current year impairment loss of $191k (2012: $74k gain)

• Distributions totalling $0.0225cpu were paid during the year



Knights Coastal Land Fund• Subsequent events

• The lease to Free Spirit Resorts expires in December 2014 and they will be vacating the property at that time

• At year end, no agreement had been finalised for the management of the Resort from the expiry of Free Spirit’s lease.

• An Interim Management Deed has been signed with Malamit Pty Ltd to manage the Resort.

• The expiry of Free Spirit’s lease and their replacement by Malamit provides the lender, CBA, with the right to review their funding.

• Discussions are currently underway between CBA and the Essence Co-Owners Joint Venture in order to document the updated facility.



Other Matters

• GST –

• The Company incorrectly calculated GST in the 2010 - 13 years and action has been taken to rectify this error requiring payment to the ATO of $102,034.

• Tax consolidation –

• The Company should have been consolidated for tax purposes and this has now been rectified with the tax consolidated group effective from 1 July 2009. This has resulted in a refund to the Group of $137,405.



Other Matters cont.

• Potential claims

• The 2012 Financial Statements and the Half Year report to 31 December 2012 made reference to a contingent liability of ~$1.8m by the Company to Bajada & Associates Pty Ltd.

• The Company does not believe that such a liability exists.

• The Limited Investigative Review, commissioned by the newly constituted Board in March 2013, and completed by Sothertons, has identified a number of financial irregularities that give rise to a potential claim against Bajada & Associates Pty Ltd and Mr Bajada.

• The Company has appointed specialist advisors to assist it in this regard with the intention of commencing proceedings prior to the New Year.


QUESTIONS


CLOSE

• Thank you for your attendance and participation today.

• Please join us for some light refreshments and the opportunity to meet with the Directors and advisors.


Documents

Knights Capital Group Limited