Ocean Outdoor · (3) Included from 01 January 2017 Cash Balance –31/12/2018 Pro Forma (£mm) 8 • 2018 was a strong development year –and the pipeline continues to be robust

®

Ocean OutdoorFull Year 2018 Results Presentation

March 2019

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2

®

Ocean’s Voyage Continues

A marquee asset in digital out-of-home media in the UK – c. 93%(1) of revenue is digital

A leader in premium, large full-motion DOOH in the UK and the Netherlands by impact and location

Investing in technology and innovative products that are expected to drive greater audience engagement

and creative solutions for brands

Multiple levers for organic growth (before M&A), including a strong pipeline for digital development and

ongoing growth enhancements of the portfolio through technology

Delivering strong growth with c. 15% revenue growth achieved in 2018 and high single digit growth guided

for 2019(2)

A platform company to lead a synergistic consolidation path – with recent acquisitions of Interbest and

Ngage Media establishing a strong digital platform in the Netherlands

(1) Ocean Group (excluding Netherlands) pro forma, as of 31 December 2018

(2) Pro forma as if Forrest and Netherlands was acquired on January 1st, 2018 3

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2018 Was a Transformational Year for Ocean…

• March 2018: Ocelot acquisition of Ocean

• March 2018: Ocean launches first iconic two tower location in

Manchester – The Two Towers Manchester

• June 2018: Ocean acquisition of Forrest

• October 2018: Ocean Digital Creative Competition achieves record

number of entries and attendance

• October 2018: Ocean celebrates 10 year partnership with Westfield

• November 2018: Ocean launches first iconic two tower location in

Leeds – The Two Towers Leeds

• December 2018: Ocean signs Formula E as content partner, adding

to the BFC, BBC, TeamGB, NFL and the LTA

• January 2019: Ocean relisting on the London Stock Exchange

• January 2019: Ocean signs exclusive contract with Southampton

City Council

• March 2019: Ocean acquisition of Interbest and Ngage Media

4

Ocean at Ocelot acquisition

New locations / cities

…and continues into 2019

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Ocean Group 2018 Review – Pro Forma

Pro Forma from January 1, 2017

5

Source: Company information

(1) Adjusted EBITDA is before PLC costs which includes c. £0.4m for ongoing board coasts and other public company costs. Adjustments include non-recurring items, deal related fees and foreign

exchange gains/losses. See appendix for a detailed reconciliation.

(2) Adjusted Net Income is before PLC costs, non-recurring items, deal related fees, foreign exchange gains or losses, amortisation arising on consolidation, interest expenses relating to previous

capital structure and associated tax effects. See appendix for detailed reconciliation.

(3) Total number of shares including founder preferred shares are 54,620,844.

• H2 saw the OOH market come back meaningfully

after a challenging H1 as advertisers released their

full year budgets

• Launch of new products, both iconic and premium

digital locations, was focused on Q4 and this

accelerated growth further

• Revenue growth boosted by the first full year of

Piccadilly Lights

• EBITDA growth trailing revenue growth as a result

of (i) investment in the Ocean business and (ii)

increased rent on Forrest sites that are being

developed into digital

Select CommentaryFYE 31 December

(in GBPmm, unless otherwise stated) 2017A 2018A

Number of Locations 251 254

Number of Faces 343 349

Digital % of Billings 89% 93%

Billings 77.2 87.8

% Reported Growth 13.7%

Less: Commissions (23.2) (25.6)

Revenue 54.0 62.2


Less: Direct Operating Expenses (27.5) (32.9)

Less: SG&A (7.4) (9.3)

Adj. EBITDA(1)

19.1 20.0

% Margin 35.3% 32.2%


Adj. Net Income(2)

12.8

Adj. EPS(2)(3)

23p

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Forrest 2018 Review

FYE 31 December

(in GBPmm, unless otherwise stated) 2017A 2018A

Number of Locations 76 77

Number of Faces 90 91

Digital % of Billings 78% 84%

Billings 10.2 10.6


Less: Commissions (2.6) (3.0)

Revenue 7.6 7.6


Less: Direct Operating Expenses (3.3) (3.6)

Less: SG&A (1.3) (1.4)

Adj. EBITDA 3.0 2.6

% Margin 39.3% 34.2%

% Reported Growth (13.3%)

6


• Strong revenue acceleration in second half of the

year, as transformation starts to take effect

• In line with our expectations as the wider sales and

marketing efforts of the group impact positively on

the Forrest estate

• EBITDA declined due to increased rentals on new

digital assets that were still in development and

continued investment in the direct sales team –

new digital assets will disproportionately contribute

to growth going forward without subsequent

increase in costs

• Rollout of new locations continues and the

integration from sales to procurement and finance

is fully complete and already delivering efficiencies

Select Commentary

Pro Forma from January 1, 2017

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Ocean Has Added Meaningful Scale in One Year Since Ocelot Acquisition

Revenue (£mm) EBITDA(1) (£mm)

Driven by organic growth and accretive consolidation

+82.9%

+64.7%


Note: EUR GBP 2018 average exchange rate of 0.88

(1) For NL, adjusted EBITDA incorporates revised management fees

(2) Adjusted EPS is defined as Adjusted Net Income, including net income of the acquired Dutch entities, divided by the

number of shares including founder preferred shares.

7

30p

Ocean PF 2018 adj. EPS(2)

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Ocean Operating Free Cash Flow and Cash Position2018 Operating Free Cash Flow(2) Profile (£mm)


(1) Spot EUR GBP of 0.88. Including fees and expenses

(2) Defined as (Adj EBITDA – Capex +/- ∆NWC)/Adj EBITDA

(3) Included from 01 January 2017

Cash Balance – 31/12/2018 Pro Forma (£mm)

8

• 2018 was a strong development year – and the pipeline continues to be robust

• Vast majority of capital spent in 2nd half of year with run rate effect in 2019

• Ocean also has no debt on its balance sheet

15.7

10.1

13.7

2017 2018 2018

Ocean + Forrest Ocean PF

(£mm) 2017 2018 2018

EBITDA 19.1 20.0 26.5

Accrued Capex (5.8) (10.9) (12.5)

∆NWC 2.4 1.0 (0.3)

Total 15.7 10.1 13.7

Ocean (incl. Forrest)(3) PF Ocean (incl. Forrest

and Netherlands)

c. $3 / share in cash

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Ocean’s Strategy and Vision

Ocean intends to pioneer digital out-of-home under the umbrella of

“Digital Cities for Digital Citizens”…… and will concentrate on 3 key tenets to deliver on its strategy

1. Organic Development

• Promote a strong pipeline of digital assets across multiple UK markets

• Supplementary tender opportunities

• Delivering incremental benefits to the customer

2. Technical and innovative products

• Greater levels of interactive engagement for consumers

• Better creative solutions for brands

• Deploy at scale across the group’s asset base

3. Consolidation opportunity

• UK, Netherlands and internationally

• Create the strongest combination of digital assets and audience delivery networks for advertiser and customers

• Forrest – a leading out-of-home company in Scotland – our first bolt-on acquisition

• Recent acquisition of Interbest and Ngage Media establishes a strong Netherlands digital platform

Ocean is focused on unlocking the true value of digital out-of-home in a rapidly evolving all-screen world

Scale

Location

Impact

Advertiser relevance

Smart technology

Branding

9

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Organic Development: Ocean

Eat Street @ Westfield, Refurbished

Two Towers Manchester Two Towers Leeds

Westfield London – Phase 2 Westfield London – Phase 2

The Wall @ Westfield, Refurbished

1

10

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Organic Development: Forrest Transformation

Glasgow Clydeside Gateway

Hydro II, Glasgow Edinburgh Central

Edinburgh Western Gateway

1

11

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Organic Development: Development Pipeline is the Strongest its Ever Been

Southampton City Council Southampton City Council

Finchley Road, London XL Design

12

1

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Organic Development: Birmingham D6 Collection1

125 locations

13

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Technology and Innovation Continues2

Technical Innovation Innovation with Content Partners

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Accretive Inorganic Consolidation: Acquisitions of Interbest and Ngage Media3

• Interbest is the largest national roadside out-of-home operator in the Netherlands, with 88 digital and static OOH masts in prime locations on the busiest road networks in the country

• Its portfolio covers all the Dutch

municipalities including the Randstad

megalopolis of Amsterdam, Rotterdam,

Utrecht and The Hague

Strong and Complimentary Netherlands Digital Portfolio Combined Financial Snapshot

• €51mm purchase price in cash – 6.9x adjusted EBITDA(1) (before synergies)

• c. 60%(2) digital

• €25.7mm 2018 revenue –8.2% growth vs. 2017(3)

• €7.4mm 2018 adjusted EBITDA(1) – 15.4% growth vs. 2017(3)

• Immediately highly accretive to free cash flow and EPS

Entry into the Netherlands via two simultaneous acquisitions creates an immediate scale platform, with a robust digital

growth profile ahead, and provides the ability to realise synergies over time

15

• Ngage is the leading pure-play digital

operator of large format full motion city

centre locations, with 76 large full motion

digital screens in 50 locations across the

Randstad megalopolis which includes

Amsterdam, Rotterdam, Utrecht and The

Hague


Note: Based on unaudited accounts

(1) Adjusted EBITDA incorporates revised management fees

(2) Digital revenues as a percent of all media revenues for 2018

(3) Growth rates exclude one off revenues and EBITDA in 2017

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Entry into the Netherlands Further Enhances the Ocean Digital Growth Story3

Netherlands is a strong Western European geography with good underlying macro-economic dynamics

Outdoor market resembles the UK ~5 years ago, with low digital penetration and a fragmented competitive environment – meaningful opportunity for digital growth ahead

Entry via two simultaneous acquisitions creates an immediate scale platform and provides ability to realisesynergies over time

Interbest and Ngage Media align well with Ocean’s strategy of “digital cities for digital citizens” with a focus on digital large-format locations

The combined portfolio is 60% digital(1) today with a clear path toward further conversions and development ahead

Strong underlying standalone growth profile with significant opportunity to accelerate growth ahead, even before benefit of potential synergies

Financially attractive transaction with a 31 December 2018 LTM multiple of 6.9x adjusted EBITDA(2), before any benefit for the synergies, and immediately highly accretive to free cash flow and EPS

Ocean continues to see additional attractive uses to deploy capital through M&A

16


Note: Based on unaudited accounts

(1) Digital revenues as a percent of all media revenues for 2018

(2) Adjusted EBITDA incorporates revised management fees

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Capital Allocation Strategy

17

Purely focused on shareholder value creation

Organic growth and

development – investment to

drive revenue and EBITDA growth

for the core business

Accretive inorganic

consolidation – recent

Netherlands deals and additional

attractive uses to deploy capital

through M&A

1 2

Return of capital – Board

authorisation to repurchase up to

$25 million of stock

3

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Current Trading and 2019 Guidance

“We restate our 2018 guidance for 2019,

including the pro forma effect of Forrest,

Interbest and Ngage Media. We expect

revenue growth for 2019(1) to be in the high

single digits, reflecting our strong organic

core and pipeline development, in addition to

the robust Netherlands portfolio.”(2)

18(1) Pro forma as if Netherlands was acquired on January 1st, 2018

(2) This is not a profit forecast and there can be no assurance that this level of revenue growth will be achieved

Current Trading 2019 Guidance

• 2019 has started strong – consistent with our guidance

supported by:

• Organic growth of core Ocean

• Forrest transformation in full effect

• Robust development pipeline

• Technological innovation continues – with enhancements

added to locations through the year

• Ocean continues to see additional attractive uses to deploy

capital through M&A

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Appendix

19

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Overview of IFRS 16 Impact

• New accounting standard affecting all companies reporting under IFRS

• Adopting from 1 Jan 2019

• Shifts minimum lease payments on to the balance sheet as a liability and creates a

corresponding right of use asset

• Liability is unwound to the income statement via interest

• Asset is unwound via straight line amortisation over each lease term

• Implemented the modified retrospective approach

• Net effect is a boost to EBITDA and an increase in perceived debt

20

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IFRS 16 Impact Assessment – P&L Impact

21

Item 2019 Impact on

Financials (£mm)

Increase/ Decrease

in Profit

Increase/ Decrease

in EBITDA

Comments

Billings 0 • No impact

Revenue 0 • No impact

Cost of sales -16.3• Increase in profit due to rental costs largely

dropping away

EBITDA +16.3

Depreciation +11.4• Decrease in profit due to new depreciation

charge of leased asset

Interest cost +5.8• Decrease in profit due to new interest cost on

lease liability

PBT -0.9

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IFRS 16 Impact Assessment – Balance Sheet Impact

22

Item 2019 Impact on Balance

Sheet (£mm)

Increase/ decrease of

underlying balance

sheet item

Comments

Debt -96.2• Increase in debt as discounted lease liability is taken on

balance sheet

Fixed assets 83.9• Increase in assets as right of use asset is recognised on

balance sheet

Retained earnings 12.3• Decrease in retained earnings as difference between

two is taken to reserves

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EBITDA and Net Income Adjustments

23

EBITDA Net Income

(£ '000s) 2017A 2018A

PBIT (683) 1,347

Depreciation 4,021 4,205

Profit on disposal – (2)

Amortisation 5,464 11,364

Statutory EBITDA 8,802 16,914

Deal fees & private equity related expenses 9,600 4,118

Management add backs 686 739

Listing costs including foreign Exchange:

Foreign Exchange – (7,170)

Listed company costs – 897

Deal fees add-backs – 4,466

Adjusted EBITDA 19,088 19,964

(1) USD GBP exchange rate used as at 31st December 2018 of 0.79.

(£ '000s) 2017A 2018A

Net Income (36,242) (4,851)

Add:

Deal fees 619 4,058

Private equity related expenses 8,981 60

Listed costs including foreign exchange – (1,807)

Other one-off costs 686 739


Tax credit on reduced NBV of defined intangibles – (1,715)

Non-cash charge related to Founder Preferred Shares 24,188 –

Non-cash charge related to warrant redemption liability 301 –

Interest Expense 11,867 5,547

Tax relief on interest expense (1,148) (609)

Adjusted Net Income 14,716 12,786

Add back normal EBITDA items:



Tax 2,546 4,627

Interest Income (2,195) (1,652)


Number of shares in issue (Excluding Founder Preferred shares) 53,920,844

Adjusted EPS (£) 0.24

Adjusted EPS ($) (1) 0.30

Number of shares in issue (Including Founder Preferred shares) 54,620,844



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EBITDA and Net Income Adjustments (Including NL)

24(1) USD GBP exchange rate used as at 31st December 2018 of 0.79

(2) Translated to GBP using EUR GBP 2018 average exchange rate of 0.88

(£ '000s) 2017A 2018A

Net Income (34,421) (1,726)

Add:

Deal fees 619 4,412

Private equity related expenses 8,981 60

Listed costs including foreign exchange – (1,807)

Other one-off costs 686 739


Tax credit on reduced NBV of defined intangibles – (1,715)

Non-cash charge related to Founder Preferred Shares 24,188 –

Non-cash charge related to warrant redemption liability 301 –

Interest Expense 11,867 5,547

Tax relief on interest expense (1,148) (609)





Tax 3,403 5,641

Interest Income (2,033) (1,477)


Number of shares in issue (Excluding Founder Preferred shares) 53,920,844



Number of shares in issue (Including Founder Preferred shares) 54,620,844



Net IncomeNet Income (NL)

(£ '000s) (2)

2017A 2018A

Net Income 1,821 3,125

Add:

Management fee - 354




Profit on disposal - -

Tax 857 1,014

Interest Income 162 175


Documents

Ocean Outdoor · (3) Included from 01 January 2017 Cash Balance –31/12/2018 Pro Forma (£mm) 8 • 2018 was a strong development year –and the pipeline continues to be robust