|
|
2 ANALYST DAY – SEP 2021
LEGAL DISCLAIMER
About this Presentation
You must read the following before continuing. The following applies to this
document, the oral presentation of the information in this document and any
question-and-answer session that follows the oral presentation. In accessing the
information, you agree to be bound by the following terms and conditions. This
presentation and its contents has been prepared and issued by Vertical Aerospace Ltd.
and its subsidiaries (the “Company,” “we,” “our” and “us”) solely for use for
discussions with potential analysts held in advance of the proposed transaction
between the Company and Broadstone Acquisition Corp. (“Broadstone”) and may not
be used for any other purpose.
This presentation is being provided as a source of preliminary information about the
Company. This presentation and its contents are confidential and may not be further
copied, distributed or passed on, directly or indirectly, to any other person or
published or reproduced directly or indirectly, in whole or in part, by any medium or in
any form for any purpose without the Company’s prior written consent.
This presentation shall not constitute an offer to sell or the solicitation of an offer to
buy securities of the Company, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state or jurisdiction. This
presentation does not constitute a “prospectus” within the meaning of the Securities
Act of 1933, as amended. Any decision to purchase securities of the Company should
be made solely on the basis of the information contained in a prospectus to be issued
by the Company in relation to a specific offering.
Forward-Looking Statements
This presentation contains forward-looking statements. All statements other than
statements of historical facts contained in this presentation may be forward-looking
statements. Statements regarding our future results of operations and financial
position, business strategy and plans and objectives of management for future
operations, including, among others, statements regarding the transaction, liquidity,
growth and profitability strategies and factors and trends affecting our business are
forward-looking statements. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,”
“predicts,” “potential” or “continue” or the negative of these terms or other similar
expressions. The forward-looking statements in this presentation are only predictions.
We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect
our business, financial condition and results of operations. Forward-looking statements
involve known and unknown risks, uncertainties and other important factors that may
cause our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the forward-
looking statements. Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified, such as the
developing situation related to, and uncertainty caused by, the COVID-19 pandemic,
you should not rely on these forward-looking statements as predictions of future
events. The events and circumstances reflected in our forward-looking statements may
not be achieved or occur and actual results could differ materially from those
projected in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and
opinions on the relevant subject. These statements are based upon information
available to us as of the date of this presentation, and while we believe such
information forms a reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available relevant
information. These statements are inherently uncertain and investors are cautioned
not to unduly rely upon these statements. You should read this presentation with the
understanding that our actual future results, levels of activity, performance and
achievements may be materially different from what we expect. We qualify all of our
forward-looking statements by these cautionary statements. These forward-looking
statements speak only as of the date of this presentation. Except as required by
applicable law, we do not plan to publicly update or revise any forward-looking
statements contained in this presentation after we distribute this presentation,
whether as a result of any new information, future events or otherwise.
Use of Projections
This presentation contains financial forecasts with respect to the Company’s projected
financial results, including revenue, gross profit, EBITDA, operating expenses, capital
expenditures and free cash flow, for the Company’s fiscal years 2021 through 2028.
The Company’s independent auditors have not audited, reviewed, compiled or
performed any procedures with respect to the projections for the purpose of their
inclusion in this presentation, and accordingly, they did not express an opinion or
provide any other form of assurance with respect thereto for the purpose of this
presentation. These projections should not be relied upon as being necessarily
indicative of future results. The assumptions and estimates underlying the projected
financial information are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those contained in the projected financial
information. Accordingly, there can be no assurance that the projected results are
indicative of the future performance of the Company or that actual results will not
differ materially from those presented in the projected financial information. Inclusion
of the projected financial information in this presentation should not be regarded as a
representation by any person that the results contained in the projected financial
information will be achieved.
This presentation includes estimates regarding market and industry data. Broadstone
and the Company rely on and refer to certain information and statistics obtained from
third-party sources which they believe to be reliable, including independent industry
reports from Morgan Stanley, Statista and Magna Intelligence. Neither Broadstone nor
the Company has independently verified the accuracy or completeness of any such
third-party information. Unless otherwise indicated, information concerning the
industry and the markets in which the Company operates, including its general
expectations, market position, market opportunity and market size, are based on
management's knowledge and experience in the markets in which we operate,
together with currently available information obtained from various sources, including
publicly available information, industry reports and publications, surveys, our
customers, trade and business organizations and other contacts in the markets in
which the Company operates. Certain information is based on management estimates,
which have been derived from third-party sources, as well as data from internal
research, and are based on certain assumptions that management believes to be
reasonable.
In presenting this information, management has made certain assumptions that
management believes to be reasonable based on such data and other similar sources
and on the knowledge of, and experience to date in, the markets in which the
Company operates. While the Company believes the estimated market and industry
data included in this presentation are generally reliable, such information, which is
derived in part from management's estimates and beliefs, is inherently uncertain and
imprecise, and you are cautioned not to give undue weight to such estimates. Market
and industry data are subject to change and may be limited by the availability of raw
data, the voluntary nature of the data gathering process and other limitations inherent
in any statistical survey of such data. In addition, projections, assumptions and
estimates of the future performance of the markets in which the Company operates
are necessarily subject to uncertainty and risk due to a variety of factors. These and
other factors could cause results to differ materially from those expressed in the
estimates made by third parties and by the Company. Accordingly, you are cautioned
not to place undue reliance on such market and industry data or any other such
estimates. The content of, or accessibility through, the sources and websites identified
herein, except to the extent specifically set forth in this presentation, does not
constitute a part of this presentation and are not incorporated herein and any
websites are an inactive textual reference only.
Unless otherwise indicated, information contained in this presentation concerning our
industry, competitive position and the markets in which we operate is based on
information from independent industry and research organizations, other third-party
sources and management estimates. Management estimates are derived from publicly
available information released by independent industry analysts and other third-party
sources, as well as data from our internal research, and are based on assumptions
made by us upon reviewing such data, and our experience in, and knowledge of, such
industry and markets, which we believe to be reasonable. In addition, projections,
assumptions and estimates of the future performance of the industry in which we
operate and our future performance are necessarily subject to uncertainty and risk due
to a variety of factors, including those described above. These and other factors could
cause results to differ materially from those expressed in the estimates made by
independent parties and by us. Industry publications, research, surveys and studies
generally state that the information they contain has been obtained from sources
believed to be reliable, but that the accuracy and completeness of such information is
not guaranteed. Forecasts and other forward-looking information obtained from these
sources are subject to the same qualifications and uncertainties as the other forward-
looking statements in this presentation.
Non-IFRS Financial Measures
This presentation includes certain financial measures not presented in accordance with
International Financial Reporting Standards as promulgated by the International
Accounting Standards Board (“IFRS”) including, but not limited to, Adjusted EBITDA
and free cash flow and certain ratios and other metrics derived therefrom. These non-
IFRS financial measures are not measures of financial performance in accordance with
IFRS and may exclude items that are significant to understanding and assessing the
Company’s financial results. Therefore, these measures should not be considered in
isolation or as an alternative to net income, cash flows from operations or other
measures of profitability, liquidity or performance under IFRS. You should be aware
that the Company’s presentation of these measures may not be comparable to
similarly-titled measures used by other companies. The Company believes these non-
IFRS measures of financial results provide useful information to management and
investors regarding certain financial and business trends relating to the Company’s
financial condition and results of operations. The Company believes that the use of
these non-IFRS financial measures provides an additional tool for investors to use in
evaluating ongoing operating results and trends in and in comparing the Company’s
financial measures with other similar companies, many of which present similar non-
IFRS financial measures to investors. These non-IFRS financial measures are subject to
inherent limitations as they reflect the exercise of judgments by management about
which expense and income are excluded or included in determining these non-IFRS
financial measures. This presentation also includes certain projections of non-IFRS
financial measures. Due to the high variability and difficulty in making accurate
forecasts and projections of some of the information excluded from these projected
measures, together with some of the excluded information not being ascertainable or
accessible, the Company is unable to quantify certain amounts that would be required
to be included in the most directly comparable IFRS financial measures without
unreasonable effort. Consequently, no disclosure of estimated comparable IFRS
measures is included and no reconciliation of the forward-looking non-IFRS financial
measures is included. Certain monetary amounts, percentages and other figures
included in this presentation have been subject to rounding adjustments. Certain other
amounts that appear in this presentation may not sum due to rounding.
Revenue to include two main revenue streams: Aircraft Sales and Aircraft Services. Key
revenue assumptions include the number of aircraft sold, the achievable sale price,
number of aircraft in service and flight miles per vehicle. Adjusted EBITDA is defined as
revenue for the period presented plus other income less cost of sales, research and
development expenses, general and administrative expenses, selling expenses and
other expenses not considering depreciation and amortization expenses, share-based
payment compensation costs and other one-time items related to the Business
Combination. Adjusted EBITDA is not a financial measure prepared in accordance with
IFRS and should not be considered a substitute for net income (loss) prepared in
accordance with IFRS. Free cash flow is defined as Adjusted EBITDA less taxes, capital
expenditure and working capital movements. Free cash flow is not a financial measure
prepared in accordance with IFRS and should not be considered a substitute for net
cash flows used in operating activities prepared in accordance with IFRS.
Participants in the Solicitation
Broadstone and its directors and executive officers may be deemed participants in the
solicitation of proxies from Broadstone’s shareholders with respect to the proposed
transaction. A list of the names of those directors and executive officers and a
description of their interests in Broadstone is contained in Broadstone’s Registration
Statement on Form S-1, which was declared effective on September 10, 2020, which
was filed with the SEC and is available free of charge at the SEC’s website at
www.sec.gov, or by directing a request to Broadstone at Broadstone Acquisition Corp.,
7 Portman Mews South, Marylebone, London W1H 6AY, United Kingdom. The
Company and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of Broadstone in
connection with the proposed transaction. A list of the names of such directors and
executive officers and information regarding their interests in the proposed transaction
are included in the proxy statement / prospectus for the proposed transaction that has
been filed with the SEC.
Additional Information
A preliminary proxy statement / prospectus on Form F-4 relating to the proposed
transaction has been filed with the SEC and will be mailed to Broadstone’s
shareholders once definitive. When available, the definitive proxy statement /
prospectus and other relevant materials for the proposed transaction will be mailed to
shareholders of Broadstone as of a record date to be established for voting on the
proposed transaction.
This presentation and the information it contains has been prepared by the Company.
Barclays Capital Inc., Barclays Bank PLC, Nomura Securities International, Inc. and
Citigroup Global Markets Inc. and any other advisor (the "Advisors") acting in
connection with the proposed transaction of the securities of the Company are acting
exclusively for the Company and will not be responsible for providing advice to any
other party. Subject to applicable law, none of the Advisors accepts any responsibility
whatsoever nor makes any representation or warranty, express or implied, for the
contents of the presentation, including its accuracy, completeness or verification or for
any other statement made or purported to be made in connection with the Company,
and nothing in this document or at this presentation shall be relied upon as a promise
or representation in this respect, whether as to the past or the future.
The trademarks included herein are the property of the owners thereof and are used
for reference purposes only. Such use should not be construed as an endorsement of
the products or services of the Company or the proposed transaction.
|
