Omni Bridgeway Ltd · ASX:OBL
Omni Bridgeway — IMF Bentham — Merger or Acquisition (October 2019)
36 slides from Omni Bridgeway's merger presentation, Oct 15, 2019
Slide 1: Acquisition of Omni Bridgeway and Capital Raising
Acquisition of Omni Bridgeway and Capital Raising 15 October 2019
Slide 2: Important Notices and Disclaimer
IMPORTANT NOTICES AND DISCLAIMER You must read the following notices before reading or making any use of this document or any information contained in this document. By continuing to read, use or otherwise act on this document, you agree to be bound by the following terms and conditions, including a
Slide 3: Important Notices and Disclaimer
IMPORTANT NOTICES AND DISCLAIMER Forward looking statements: This Presentation contains “forward-looking statements” and “forward-looking information”, including statements and forecasts which include without limitation, expectations regarding the financial position of IMF, funds under management, i
Slide 4: Agenda
AGENDA 1. Transaction summary 2. Overview of Omni Bridgeway 3. Acquisition rationale 4. Financials and equity raising overview 5. Strategy and outlook Appendix A. Summary of OB Acquisition Agreement and Underwriting Agreement 6. B. Risk factors C. International offer restrictions 4
Slide 5: Transaction Summary
TRANSACTION SUMMARY The Acquisition of Omni Bridgeway represents a strategically important initiative that satisfies a number of IMF’s key growth objectives and accelerates its development as a diversified fund manager with a truly global reach Transaction overview Acquisition rationale Fully underw
Slide 6: Agenda
AGENDA 1. Transaction summary 2. Overview of Omni Bridgeway 3. Acquisition rationale 4. Financials and equity raising overview 5. Strategy and outlook Appendix A. Summary of OB Acquisition Agreement and Underwriting Agreement 6. B. Risk factors C. International offer restrictions 6
Slide 7: Overview of Omni Bridgeway
OVERVIEW OF OMNI BRIDGEWAY Omni Bridgeway is a leading provider of funding and specialised skills for litigation / arbitration and enforcement proceedings, and for the work-out and monetisation of claims and non-performing loans Leading funder of litigation, arbitration and enforcement Overview pr
Slide 8: Operating Segments Overview
OVERVIEW OF OMNI BRIDGEWAY OPERATING SEGMENTS OVERVIEW Omni Bridgeway 30+ year track record in enforcement funding, litigation and arbitration with a leading platform Omni Bridgeway Capital Established €150m co-operative with a member of Aegon Group in 2016 Operating across Continental Europe
Slide 9: Simplified Fund Structure Diagram
OVERVIEW OF OMNI BRIDGEWAY SIMPLIFIED FUND STRUCTURE DIAGRAM Simplified illustration of OB’s fund structure(1)(2) High level cash distribution overview(2) ▪ The funds cover all of the Operating platform and fund manager Aegon Levensverzekering NV investment and internal (45 FTEs across 5 offices) (a
Slide 10: Key Performance Overview
OVERVIEW OF OMNI BRIDGEWAY KEY PERFORMANCE OVERVIEW Capitalised investments in claims portfolio(1)(2) Claim value under management(1)(3) € millions € billions 40 2.6 33.7 2.5 35 30 24.5 25 1.9 20 1.7 1.8 15 9.5 10 6.5 7.8 5 0 1 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Revenue and other inco
Slide 11: Key Executive Management Team Overview
OVERVIEW OF OMNI BRIDGEWAY KEY EXECUTIVE MANAGEMENT TEAM OVERVIEW Experienced OB management team will continue working with IMF and bring deep industry and market knowledge, long-standing client relationships and strong investment decision making and business development capabilities Executive Manag
Slide 12: Agenda
AGENDA 1. Transaction summary 2. Overview of Omni Bridgeway 3. Acquisition rationale 4. Financials and equity raising overview 5. Strategy and outlook Appendix A. Summary of OB Acquisition Agreement and Underwriting Agreement 6. B. Risk factors C. International offer restrictions 12
Slide 13: Strategic & Commercial Rationale
ACQUISITION RATIONALE STRATEGIC & COMMERCIAL RATIONALE Combination creates a global diversified fund manager ▪ Transaction will create one of the world’s largest litigation funders by headcount (c.145 FTEs across 18 offices globally) ▪ Portfolio diversification reduces IMF’s idiosyncratic risk and s
Slide 14: Creating a Truly Global Platform
ACQUISITION RATIONALE CREATING A TRULY GLOBAL PLATFORM The combined group will become a truly global diversified funder IMF believes the offer structure is attractive to Montreal London Amsterdam acquire an established Toronto Cologne complementary platform Geneva without the risk of a New York gree
Slide 15: Complementary Investment Strengths & Geographic Presence
ACQUISITION RATIONALE COMPLEMENTARY INVESTMENT STRENGTHS & GEOGRAPHIC PRESENCE Complementary capabilities(1) Litigation Adverse Non- Group Portfolio ✓ Respective strength and experience across different and Enforcement Cost Performing Claims Funding Arbitration Guarantees Assets (Multi-Party) invest
Slide 16: Pro Forma Organisation Structure
PRO FORMA ORGANISATION STRUCTURE Andrew Saker Raymond van Hulst Andrew will be the Managing Director Proposed that Raymond will join the & CEO of the combined group IMF Bentham board by end of CY19 Clive Bowman IMF Global Chief Investment Officer Raymond Jurriaan Michiel Wieger van Hulst Braat Jenni
Slide 17: Agenda
AGENDA 1. Transaction summary 2. Overview of Omni Bridgeway 3. Acquisition rationale 4. Financials and equity raising overview 5. Strategy and outlook Appendix A. Summary of OB Acquisition Agreement and Underwriting Agreement 6. B. Risk factors C. International offer restrictions 17
Slide 18: Pro Forma Statement of Financial Position
FINANCIALS AND EQUITY RAISING OVERVIEW PROFORMA STATEMENT OF FINANCIAL POSITION 1 IMF OB Adjustments Pro-forma Cash and cash equivalents adjustment: A$'000 A$'000 A$'000 A$'000 ASSETS ▪ Represents the capital raising (~A$139m) amount less Cash and cash equivalents 226,460 15,231 1 71,343 313,034 tra
Slide 19: Acquisition Terms
FINANCIALS AND EQUITY RAISING OVERVIEW ACQUISITION TERMS Purchase consideration for the Transaction comprises: Purchase price waterfall (€m) (not present valued) Reflects a small premium above IMF’s assessed value of OB’s Nominal Tranche Considerations existing portfolio, which provides IMF with a s
Slide 20: Sources and Uses of Funds
FINANCIALS AND EQUITY RAISING OVERVIEW SOURCES AND USES OF FUNDS Sources A$m(1) ▪ In addition to the capital raising, IMF has cash at bank of ~A$120m, proceeds to collect from recently Gross proceeds from the Entitlement Offer 120 completed matters of ~A$50m(5), and expects Gross proceeds from the P
Slide 21: Equity Raising Overview
FINANCIALS AND EQUITY RAISING OVERVIEW EQUITY RAISING OVERVIEW ▪ Fully underwritten equity raising to raise up to approximately A$139 million through: - An institutional placement (Placement) at A$3.50 per New Share to raise approximately A$19 million - A 1 for 5.8 pro-rata accelerated non-renouncea
Slide 22: Equity Raising Timetable
FINANCIALS AND EQUITY RAISING OVERVIEW EQUITY RAISING TIMETABLE Event Date Trading halt and announcement of Acquisition and Offer Tuesday, 15 October 2019 Institutional Entitlement Offer and Placement opens Tuesday, 15 October 2019 Institutional Entitlement Offer and Placement closes Wednesday, 16 O
Slide 23: Agenda
AGENDA 1. Transaction summary 2. Overview of Omni Bridgeway 3. Acquisition rationale 4. Financials and equity raising overview 5. Strategy and outlook Appendix A. Summary of OB Acquisition Agreement and Underwriting Agreement 6. B. Risk factors C. International offer restrictions 23
Slide 24: Strategy and Outlook
STRATEGY AND OUTLOOK The Acquisition of OB by IMF symbolises the completion of IMF’s initial five-year plan to diversify risk through, amongst other things, geographic expansion and sourcing capital from third-parties. We are now actively working on our next five-year plan to commence in FY2021 ▪ OB
Slide 25: Agenda
AGENDA 1. Transaction summary 2. Overview of Omni Bridgeway 3. Acquisition rationale 4. Financials and equity raising overview 5. Strategy and outlook Appendix A. Summary of OB Acquisition Agreement and Underwriting Agreement 6. B. Risk factors C. International offer restrictions 25
Slide 26: Appendix A – Summary of Share Purchase Agreement
APPENDIX A – SUMMARY OF SHARE PURCHASE AGREEMENT ▪ IMF will acquire 100% of the outstanding shares of Omni Bridgeway Holding B.V. ("OB") ▪ Total consideration value of up to €87.5 million comprising: − €35 million – upfront cash consideration payable on completion of Acquisition, subject to closing
Slide 27: Appendix A – Summary of Underwriting Agreement
APPENDIX A – SUMMARY OF UNDERWRITING AGREEMENT Overview of ▪ The equity raising is fully underwritten in respect of up to 40.6 million New Shares pursuant to an underwriting agreement ("Underwriting Agreement") Underwriting ▪ The Underwriting Agreement is subject to certain terms and conditions whic
Slide 28: Appendix B - Risk Factors
APPENDIX B - RISK FACTORS INTRODUCTION This section discusses some of the risks associated with an investment in IMF. IMF's business is subject to a number of risk factors both specific to its business and of a general nature which may impact on its future performance. Before subscribing for New Sha
Slide 29: Appendix B - Risk Factors
APPENDIX B - RISK FACTORS (Business risks continued) Offshore investment IMF has invested in litigation funding agreements in countries other than Australia. IMF has agreed to fund investments in the United States, Canada, Singapore, Hong Kong, the United Kingdom and Europe and may agree to fund oth
Slide 30: Appendix B - Risk Factors
APPENDIX B - RISK FACTORS (Business risks continued) Requirement for working capital IMF's ability to self-fund its working capital requirements is dependent upon the ability to generate sufficient cash flow from the investment portfolio and its funds in a given period to match the capital requireme
Slide 31: Appendix B - Risk Factors: Acquisition Risks
APPENDIX B - RISK FACTORS ACQUISITION RISKS Completion risk The Acquisition of OB is subject to a number of conditions, including retention of key employees. If any of these conditions are not satisfied or waived by their due date for satisfaction or there is a counterparty breach, the Acquisition A
Slide 32: Appendix B - Risk Factors
APPENDIX B - RISK FACTORS (Acquisition risks continued) Future earnings risk IMF has undertaken financial and commercial analysis of OB in order to determine its attractiveness to IMF and whether to acquire it. To the extent that OB does not perform as anticipated there is a risk that the profitabil
Slide 33: Appendix B - Risk Factors: General Risks
APPENDIX B - RISK FACTORS GENERAL RISKS Risks associated with an investment in shares IMF shares are subject to general market risks applicable to all securities listed on a stock exchange. This may result in fluctuations in the IMF share price that are not explained by the performance of IMF. The p
Slide 34: Appendix C - International Offer Restrictions
APPENDIX C - INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia
Slide 35: Appendix C - International Offer Restrictions
APPENDIX C - INTERNATIONAL OFFER RESTRICTIONS Singapore 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 ma
Slide 36: www.imf.com.au info@imf.com.au
www.imf.com.au info@imf.com.au 1800 016 464 36