Group 1: Core Insights - The UK government has introduced significant incentives for the clean energy sector, particularly focusing on green hydrogen, with a combined budget of US$21 billion allocated to the Great British Energy unit and the National Wealth Fund [3][4]. - VivoPower has entered into a strategic agreement to merge with Future Automotive Solutions and Technologies (FAST), a Canadian hydrogen conversion technology company, with the merger being exclusive for 90 days but non-binding [1][5]. - The pro forma combined company is valued at an equity valuation of US$1.13 billion, with VivoPower shareholders holding 49% valued at US$556 million and FAST shareholders owning 51% valued at US$578 million [6]. Group 2: Company and Industry Overview - VivoPower, established in 2014 and listed on Nasdaq since 2016, focuses on sustainable energy solutions, including electric solutions for customized fleet applications and ancillary services [6][7]. - FAST is a Canadian company that develops hydrogen technologies, including vehicles powered by hydrogen internal combustion engines and conversion platforms for gasoline and diesel vehicles [8]. - The UK government aims to decarbonize electricity generation to achieve net zero carbon emissions by 2030 and has reinstated a ban on the sale of diesel and petrol vehicles by 2030 [3].

Core Insights - VivoPower International PLC has announced a distribution agreement with Sansure Biotech Inc for Mpox diagnostic tests and detection kits in Singapore, Hong Kong, and Australia, with potential expansion to other markets [1][2] - The agreement is part of VivoPower's business continuity planning to ensure employee safety and maintain supply chains for partners and customers [2] - VivoPower, as a certified B Corporation, emphasizes a commitment to the triple bottom line of People, Planet, and Profit, and plans to reinvest surplus profits from Mpox distribution into its sustainable energy solutions business [1][3][4] Company Overview - VivoPower, established in 2014 and listed on NASDAQ since 2016, focuses on sustainable energy solutions, including electric fleet applications and ancillary services [6][7] - The company operates in multiple regions, including Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates [7] - VivoPower's core mission is to provide turnkey decarbonisation solutions to help customers achieve net-zero carbon status [7] Industry Context - The World Health Organization declared the Mpox outbreak a public health emergency on August 14, 2024, with significant case numbers reported globally, particularly in Africa [5] - Sansure Biotech Inc, established in 2008 and listed on the Shanghai Stock Exchange, specializes in in vitro diagnostic solutions and has a market capitalization exceeding US$1 billion [8]

Core Viewpoint - Vivopower's stock is experiencing significant gains following the announcement of an extended loan financing facility agreement, which is expected to strengthen its balance sheet in preparation for a merger with Cactus Acquisition Corp 1 Limited [1][2]. Group 1: Stock Performance - Vivopower's stock (VVPR) has surged by 101% as of Wednesday morning, with a year-to-date increase of 36.4% prior to this announcement [3]. - The trading volume for Vivopower shares has exceeded 15 million, significantly higher than its average daily trading volume of approximately 1.2 million shares [7]. Group 2: Financial Agreements - The company has entered into an agreement with its major shareholder, AWN Holdings Limited, which consolidates all loans at the VivoPower International PLC level and amends them to non-current status [5]. - AWN Holdings Limited has the option to acquire 1.15 million shares of Tembo stock at a price of $1.35 per share, representing 1.3% of outstanding Tembo stock, subject to a six-month lockup period [6].

Core Insights - VivoPower has secured an amendment and extension to its US$34 million shareholder loan financing agreement, consolidating all shareholder loans at the VivoPower International PLC level, which enhances its balance sheet profile [5][6] - The agreement reflects continued major shareholder support from AWN Holdings Limited, indicating confidence in VivoPower's ongoing business strategies, particularly the Tembo transaction [5][6] - AWN will receive an option to acquire 1,150,000 Tembo shares at an exercise price of $1.35 per share, which is expected to represent less than 1.3% of the total shares in the newly listed Tembo post-deSPAC [6] Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications, including off-road and on-road vehicles, as well as ancillary services like financing, charging, battery, and microgrids [7] - The company's mission is to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status, with operations in multiple countries including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE [7]

Core Viewpoint - VivoPower International PLC has successfully completed the sale of its non-core business unit, Kenshaw Electrical, to ARA Group Limited, aligning with its strategy to focus on core growth businesses like Tembo [1] Company Overview - VivoPower is a global sustainable energy solutions B Corporation that specializes in electric solutions for customized fleet applications, along with ancillary services such as financing, charging, battery, and microgrids [3] - The company's mission is to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status [3] - VivoPower operates in multiple countries, including Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates [3] Transaction Details - The sale of Kenshaw Electrical was finalized on July 1, 2024, following a definitive asset sale agreement announced on April 29, 2024 [1][2] - STS Capital Partners in Singapore provided advisory services for this transaction [2]

Core Insights - VivoPower International PLC has completed the sale of its non-core business unit, Kenshaw Electrical, to ARA Group Limited, aligning with its strategy to focus on core growth businesses [4]. Company Overview - VivoPower is a global sustainable energy solutions B Corporation that specializes in electric solutions for customized fleet applications, including off-road and on-road vehicles, as well as ancillary services like financing, charging, battery, and microgrids [2]. - The company's mission is to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status [2]. - VivoPower operates in multiple countries, including Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates [2]. Strategic Focus - The divestment of Kenshaw is part of VivoPower's strategy to reinvest in its high-growth businesses, particularly Tembo [4].

Financial Performance - The company reported a loss of $24.3 million for the year ended June 30, 2023, compared to a loss of $22.1 million in 2022 and $8.0 million in 2021[35]. - The company has a total of $32.4 million in debt obligations as of June 30, 2023, which may impact its ability to service debt and fund ongoing liquidity needs[80]. - The independent auditor's report indicates a material uncertainty regarding the company's ability to continue as a going concern if it cannot secure sufficient funding[36]. - The company experienced significant operational and financial challenges, which may hinder its ability to sustain operations without additional revenue streams[35]. - As of June 30, 2023, the balance of shareholder loans from the largest shareholder was $28.6 million, which could impact the company's financial condition if covenants are breached[102]. - The trading price of the company's Ordinary Shares has fluctuated between a high of $1.50 and a low of $0.23 during FY2023, indicating high volatility[88]. - The company does not intend to pay any cash dividends on its Ordinary Shares in the foreseeable future, focusing on retaining earnings for business operations[94]. - The company may issue additional Ordinary Shares in the future, which could result in dilution for existing shareholders[91]. Growth Strategy and Market Expansion - The company anticipates requiring additional financing to support its growth strategy, which includes significant investments in operational and capital expenditures[33]. - The company is focused on expanding its market presence through strategic acquisitions and partnerships, which carry inherent risks[43]. - The company plans to expand significantly in the commercial electric vehicle market, targeting sectors such as mining, infrastructure, and government services[56]. - The company is exploring expansion into new and developing markets, which presents various risks including regulatory changes and political instability[117]. - The company has secured potential commitments to deliver over 15,000 electric vehicle conversion kits over the next 5 years, targeting significant growth driven by industry trends[83]. Operational Risks and Challenges - The company faces substantial risks related to competition, with competitors having greater financial and technological resources[38]. - The company is dependent on suppliers for components, and any misalignment in pricing or delivery could adversely impact its business[48]. - The company may incur unexpected warranty and performance guarantee claims that could materially affect its financial condition[50]. - The company may face operational risks in scaling up Tembo's assembly and delivery capabilities, which could expose it to material losses[62]. - The company anticipates significant stress on operations and management due to expected growth over the next 12 to 36 months[84]. - The company faces risks related to natural disasters and health epidemics, which could significantly disrupt operations[105]. - The business has been materially adversely affected by COVID-19, leading to operational disruptions in key markets including the U.K., Australia, the Netherlands, and the U.S.[106]. - Supply chain and logistics disruptions due to pandemic-related lockdowns have resulted in additional expenses to expedite delivery of critical parts[107]. - Delays in fulfillment of customer orders and contracted projects have adversely affected revenues, with ongoing uncertainty regarding the long-term impact of COVID-19[108]. Market Conditions and Economic Factors - The company's financial results are expected to vary significantly due to fluctuations in operating costs and the introduction of new products to new markets[32]. - General economic conditions, including inflation and interest rates, could adversely impact demand for the company's solutions, products, and services[109]. - Rising market interest rates may compromise the ability to sell SES projects and adversely impact the value of solar projects and other assets[111]. - Demand for solutions is influenced by macroeconomic factors such as global economic conditions and energy product prices, with potential economic slowdowns negatively impacting customer confidence[112]. - Seasonal variations in demand linked to weather conditions may influence operational results, with extreme weather events potentially causing significant disruptions[120]. Regulatory and Compliance Risks - Changes in regulations governing the electric utility industry could adversely affect demand for the company's sustainable energy solutions, impacting financial performance[138]. - The financial viability of solar projects is heavily influenced by equipment prices and regulations, which could reduce profit margins and economic appeal[144]. - The company faces risks related to changes in tax laws and regulations, which could negatively impact profitability and cash flow[147]. - The installation of solar power equipment is subject to various regulations, and new policies may increase installation costs, affecting economic viability[145]. - The company may lose its foreign private issuer status, leading to increased regulatory costs and compliance burdens under U.S. securities laws[153]. Innovation and Product Development - The company must continuously innovate to meet changing customer demands and remain competitive in a rapidly evolving industry[37]. - The company is engaged in product innovation with Tembo, aiming to introduce EUV conversion kits with longer range and greater payload capacity[57]. - The market for zero-emission vehicles is rapidly evolving, and the company must continuously innovate to remain competitive[65]. - If the Tembo business does not perform as expected, the company may need to write down the carrying value of its investment, impacting its financial condition[68]. - Tembo is set to commence production of its new generation LandCruiser conversion kits in late 2023, following successful testing[212]. - Tembo secured a definitive agreement for the distribution of 4,000 conversion kits in Kenya, marking its largest agreement to date[214]. - Tembo signed a joint venture agreement with Francisco Motors to develop EUV electrification kits for electric jeepneys, addressing a US$10 billion+ market for replacing over 200,000 old jeepneys in the Philippines[219]. - Tembo released the EUV23 conversion kit, featuring a 250 newton-meter torque electric drive train and a range of up to 200 kilometers, undergoing extensive testing in FY2023[222]. Corporate Governance and Management - The largest shareholder, AWN Holdings Limited, owns approximately 39.3% of the company's Ordinary Shares, exerting substantial influence over corporate decisions[101]. - The company is subject to various legal proceedings, which may require significant management attention and could impact financial condition[159]. - VivoPower's future success depends on retaining key executives and attracting additional skilled personnel, particularly in engineering roles[166][168]. - The company has been recognized as a B Corporation and was listed in the Best For The World program for Governance, ranking in the top 5% among B Corporations[171].

Financial Performance - Annual group revenue from continuing operations declined 33% year-on-year to $15.1 million, primarily due to fewer solar projects and adverse weather conditions in Australia [2]. - Underlying group adjusted EBITDA loss improved to ($5.7) million from ($9.1) million in FY22, reflecting a lean management approach [2]. - Annual net after-tax loss from continuing operations was ($20.1) million, with adjusted EPS of ($0.58) per share, an improvement from ($1.03) per share in FY22 [2]. - A one-off gross profit loss of $3.9 million was recognized for the Edenvale solar project due to extreme weather conditions [4]. - Cash balance at June 30, 2023, was $0.6 million, but pro-forma cash balance including earnout proceeds was $2.8 million [2]. Business Development - Tembo's order and commitment book increased by 160% to over 13,000 EV drivetrain kits, indicating strong demand for fleet electrification solutions [6]. - Post balance date, VivoPower signed a landmark joint venture agreement with Francisco Motors to electrify jeepneys in the Philippines, accessing a $10 billion+ market [1]. - The company expanded its Tembo distribution partner network, signing agreements for over 8,000 EV kits, representing a 160% year-on-year increase [1]. - Since July 2022, VivoPower has hired 15 new engineers, doubling its cumulative EV engineering experience to over 100 years [7]. Recognition and Awards - VivoPower was recognized as one of the Best for the World for Governance in 2022 and as a top global impact company in 2023 [5].

HALF YEAR RESULTS PRESENTATION FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 VI VIYOPOWER THE THE February 24, 2023 Disclaimer This presentation contains "forward-looking statements" relating to VivoPower International PLC ("VivoPower") within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, estimates relating to our future energy development and investment activities. You can identify these statements by forward-looking words such as "may," "expect," "anticip ...

Financial Data and Key Metrics Changes - Half year revenue decreased by 23% year-on-year to $8.7 million, primarily due to project timing and a decline in the Australian dollar against the U.S. dollar [4] - Gross profit decreased by $3.1 million year-on-year to negative $3.6 million, with a GP margin decline to negative 42% from minus 4% in the prior year [6] - Adjusted EBITDA loss improved to negative $3.9 million from negative $4.5 million in the prior period, while operating losses increased to negative $8.2 million from negative $7.7 million [7] Business Line Data and Key Metrics Changes - Tembo achieved revenues of $0.9 million for the half year, with an underlying EBITDA loss of negative $0.5 million [19] - The distribution partner network expanded with over 5,000 additional kits in the commitment and order book pipeline [20] Market Data and Key Metrics Changes - The company faced challenges due to skill shortages impacting the ability to take on new projects [5] - The Kenshaw Electrical business is starting to build its order book and pipeline, executing a three-year agreement with Glencore [17] Company Strategy and Development Direction - The company is focused on ramping up assembly and production, as well as deliveries over the next six to twelve months [18] - Strategic progress includes expanding the distribution partner network and entering larger secondhand addressable markets [9] Management's Comments on Operating Environment and Future Outlook - Management acknowledged disappointing financial results due to weather-related issues but expressed confidence in executing objectives for the second half of the year [27] - The company is taking advantage of the current EV market conditions to recruit talent from other companies [15] Other Important Information - The company was recognized as one of the best B Corps in the world for governance and as a top 300 global impact company for the third consecutive year [11] - The Edenvale project, which incurred significant losses, is expected to conclude by the end of February 2023 [16] Q&A Session Summary Question: What are the expectations for the future? - The company expressed confidence in executing on its objectives for the second half of the year despite recent financial disappointments [27]