Navigator Global Investments Ltd · ASX:NGI
Navigator Global Investments — Merger or Acquisition (May 2026)
57 slides from Navigator Global Investments's merger presentation, May 4, 2026
Slide 1: Acquisition and Equity Raising
Acquisition and Equity Raising 4 May 2026 Authorised by the Board of Navigator Global Investments Limited
Slide 2: Important Notices and Disclaimer
Important This presentation is dated 4 May 2026 and relates to a proposed 1 for 8.13 fully underwritten, accelerated non-renounceable pro rata entitlement offer by Navigator Global Investments Limited (NGI or Company) to eligible shareholders of fully paid ordinary shares (New Shares) to raise up to
Slide 3: Important Notices and Disclaimer
Important FORWARD-LOOKING STATEMENTS Certain statements in this presentation may constitute “forward-looking” statements, which can generally (but not always) be identified by the use of 'forward-looking' terminology, including the terms Notices and 'believes', 'estimates', 'anticipates', 'expects',
Slide 4: Important Notices and Disclaimer
Important NOT AN OFFER OF SECURITIES This presentation does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Notices and presentation in other jurisdictions outside Austra
Slide 5: Important Notices and Disclaimer
Important ELIGIBILITY You acknowledge and agree that determination of eligibility of investors for the purposes of the entitlement offer referred to in this presentation is determined by reference to a number of matters, Notices and including legal and regulatory requirements, logistical and registr
Slide 6: Agenda
Agenda 1 Executive Summary 2 Overview of Stable and Target Portfolio 3 Acquisition and Strategic Rationale 4 Acquisition Funding and Terms 5 Conclusion and FY26 Update 6 Q&A 7 Appendices 6
Slide 7: Executive Summary
1 Executive Summary
Slide 8: Transaction Overview
Transaction Overview Acquisition of a diversified portfolio of Net Revenue Share1 interests in 17 alternative asset managers Acquisition Strategic Partnership with US$ 195m US$ 27.1m Extends NGI's reach into earlier-stage Purchase Consideration CY25 Portfolio Distributions + and growing alternativ
Slide 9: NGI | Scale and Diversification Benefits
NGI | Scale and Diversification Benefits Target Portfolio will deliver meaningful scale and further diversification across AUM and earnings Benefits to NGI Ownership-adjusted AUM Revenue EBITDA2 NGI Strategic pro forma: 44.0% NGI Strategic pro forma: 45.8% NGI Strategic pro forma: 72.9% Meaningful
Slide 10: Financially Compelling
Financially Compelling Acquisition of the Target Portfolio enhances NGI’s earnings growth, profitability and cash flow generation Improved growth profile… … and profitability Ownership-adjusted Revenue NPAT EBITDA AUM growth growth growth1 margin2 (CY24 to CY25) (CY24 to CY25) (CY24 to CY25) (CY25 m
Slide 11: Strategic Rationale Summary
Strategic Rationale Summary 1 2 3 4 5 Expands NGI’s Stable Attractive Improves Financially ecosystem partnership earnings profile: NGI’s scale & compelling: across the asset advances NGI’s Highly cash diversification Low double manager vision to be a generative Net with the addition digit EPS li
Slide 12: Overview of Stable and Target Portfolio
2 Overview of Stable and Target Portfolio
Slide 13: Stable – Leading Partner to Growing Alternative Asset Managers
Stable – Leading Partner to Growing Alternative Asset Managers Industry-leading investment firm focused on building the next generation of alternative asset managers Focused on sourcing, launching and scaling new and growing investment firms US$5.2bn 45 US$27bn Global 20+ deployed across GPs built s
Slide 14: Overview of Target Portfolio
Overview of Target Portfolio 17 Net Revenue Share interests in high-quality alternative asset management firms • Portfolio of scale with attractive economics US$15bn US$1.8bn ~95% • Net Revenue Share interests provide structural benefits • Frequent distributions March 2026 March 2026 % of AUM • Prot
Slide 15: Acquisition and Strategic Rationale
3 Acquisition and Strategic Rationale
Slide 16: Acquisition and Partnership Overview
Acquisition and Partnership Overview Acquisition of a portfolio of Net Revenue Share interests in alternative asset managers and establishment of a long-term strategic partnership with Stable Acquisition • Navigator to acquire the Target Portfolio from funds managed by and clients Navigator structur
Slide 17: Strategic Rationale Summary
Strategic Rationale Summary 1 Expansion of NGI’s ecosystem across the asset manager lifecycle 2 Compelling strategic partnership with Stable 3 Attractive earnings profile with a high growth trajectory 4 Improved scale and diversification 5 Financially compelling transaction with low double digit EPS
Slide 18: Navigator Expansion Across the Asset Manager Lifecycle
Navigator Expansion Across the Asset Manager Lifecycle 1 NGI Stable Growth Portfolio adds a strategic adjacency to NGI’s business with 17 investments in earlier-stage, high-growth managers Market positioning for strategic minority stakes in The Asset Manager “Lifecycle” diagram alternative asset man
Slide 19: Compelling Strategic Partnership
Compelling Strategic Partnership 2 Expansion of Navigator’s business through the partnership expected to deliver enhanced growth and significant value for Navigator Stable’s value Additional source Ability and access creation support of growth for NGI to capitalise on hybrid deals Ongoing contractua
Slide 20: Attractive AUM and Earnings Profile
Attractive AUM and Earnings Profile 3 NGI Stable Growth Portfolio has US$1.8bn ownership-adjusted AUM as of March 2026 and CY25 distributions of US$27m, with strong historical growth Ownership-adjusted AUM Distributions CY25 Distributions (US$bn) (US$m) (US$m) US$1.8bn ownership adjusted AUM, US$27m
Slide 21: Strong Investment Performance Track-record
Strong Investment Performance Track-record 3 NGI Stable Growth Portfolio’s underlying managers have strong investment performance track records with the individual funds displaying low levels of correlation Strong Investment Performance1 Low correlation2 consistent with NGI strategy Public markets f
Slide 22: Improves NGI's Scale and Diversification
Improves NGI’s Scale and Diversification 4 NGI will have broader exposure across alternatives through the addition of institutional asset managers with high growth potential March 2026 pro forma Ownership-adjusted AUM: US$33.4bn, across 29 Partner Firms3 NGI Strategic Lighthouse Partnerships with es
Slide 23: NGI Stable Growth Portfolio | Diversified Portfolio
NGI Stable Growth Portfolio | Diversified Portfolio 4 NGI Stable Growth Portfolio has broad exposure across alternatives strategies, bringing additional diversification and scale benefits to Navigator Other Portfolio Level AUM by Portfolio Level AUM by LP Geography2 Europe NGI Stable Growth Portfoli
Slide 24: NGI Strategic | Highly Diversified Business
NGI Strategic | Highly Diversified Business 4 NGI Strategic will be highly diversified across Partner Firms and asset classes Firm Level AUM by Business1 Firm Level AUM by Asset Class1 Remaining NGI Stable Growth Portfolio Private Real Estate Capital Solutions Other Royalties 4% 0% 4% Commodities 6%
Slide 25: NGI | Scale and Diversification Benefits
NGI | Scale and Diversification Benefits 4 Target Portfolio will deliver meaningful scale and further diversification across AUM and earnings Benefits to NGI Ownership-adjusted AUM Revenue EBITDA2 NGI Strategic pro forma: 44.0% NGI Strategic pro forma: 45.8% NGI Strategic pro forma: 72.9% Meaningf
Slide 26: Financially Compelling
Financially Compelling 5 Acquisition of the Target Portfolio enhances NGI’s earnings growth, profitability and cash flow generation Improved growth profile… … and profitability Ownership-adjusted Revenue NPAT EBITDA AUM growth Growth Growth1 margin2 (CY24 to CY25) (CY24 to CY25) (CY24 to CY25) (CY25
Slide 27: NGI Strategic Key Financial Metrics
Key Financial Metrics 5 The transaction improves the components driving NGI profitability NGI Strategic US$11.7 1.20% Investment 17% 80% 90 - 95% 33 - 43% billion pa Performance Dec-25 AUM Average Average AUM that Distribution Indicative management Performance can earn as a % of margin on fee rate f
Slide 28: Acquisition Funding and Terms
4 Acquisition Funding and Terms
Slide 29: Acquisition Funding and Terms
Acquisition Funding and Terms The Acquisition of NGI Stable Growth Portfolio will be funded through approximately A$145m entitlement offer and A$136m scrip consideration Acquisition funding Sources of funding1 US$m A$m • Consideration for the Acquisition of NGI Stable Growth Portfolio is US$99m cash
Slide 30: Entitlement Offer Details
Entitlement Offer Details Offer size and structure • Fully underwritten 1 for 8.13 pro rata accelerated non-renounceable entitlement offer of new ordinary NGI shares (“New Shares”) to raise approximately A$145 million (“Entitlement Offer”) • The Entitlement Offer consists of an offer to eligible ins
Slide 31: Entitlement Offer Timetable
Entitlement Offer Timetable Event Date Trading halt and announcement of the Acquisition and Entitlement Offer, Institutional Entitlement Offer opens Monday, 4 May 2026 Institutional Entitlement Offer closes Tuesday, 5 May 2026 Announce results of Institutional Entitlement Offer Tuesday, 5 May 2026 T
Slide 32: Conclusion and FY26 Update
5 Conclusion and FY26 Update
Slide 33: Key Takeaways
Key Takeaways Expansion of NGI’s ecosystem across the asset manager lifecycle Stable partnership advances NGI’s vision to be a leading partner to alternative asset managers globally Attractive earnings profile with highly generative Net Revenue Share interests, AUM growth and strong investment perfo
Slide 34: FY26 Update
FY26 Update Positive AUM momentum has continued post the 3Q update but market conditions continue to present challenges and opportunities for NGI Strategic’s profit distributions outlook 31 March 2026 AUM Business Update • NGI expects FY26 Adjusted EBITDA to be between 31 March 2025 31 March 2026 31
Slide 35: Q&A
6 Q&A
Slide 36: Appendices
7 Appendices
Slide 37: Appendix A: Additional Information
Appendix A: Additional Information
Slide 38: NGI Stable Growth Portfolio | Details by Asset
NGI Stable Growth Portfolio | Details by Asset Portfolio of 17 specialized alternative asset management firms Investment Strategy Firm Name Headquarters Year Founded Portfolio Level AUM (US$bn)1 Description Geography Liquid Alternatives Paradigm New York, NY 2021 3.9 L/S Equity (Biotech) US Machina
Slide 39: NGI | Pro Forma Income Statement
A NGI | Pro Forma Income Statement Accounting treatment • The table below presents NGI’s adjusted, non-IFRS P&L, under which cash received from the NGI Stable Growth Portfolio are presented as distribution revenue • Under statutory reporting, the NGI Stable Growth Portfolio will be accounted for und
Slide 40: NGI | Pro forma Key Financial Metrics
NGI | Pro forma Key Financial Metrics The components driving NGI profitability NGI Strategic Pro forma1 US$13.4 1.22% Investment 17% 82% 90 - 100% 40 - 50% billion pa Performance Dec-25 AUM Average Average AUM that Distribution Indicative management Performance can earn as a % of margin on fee rate
Slide 41: Appendix B: Key Risks
Appendix B: Key Risks ey WwW
Slide 42: Key risks – Investment Specific Risk Factors
Key risks – Investment Specific Risk Factors Dilution Shareholders who do not participate in the Entitlement Offer will be diluted and they will not be exposed to future increases or decreases in Navigator’s share price in respect of the shares which would have been issued to them had they participa
Slide 43: Key risks – Investment Specific Risk Factors (cont'd)
Key risks – Investment Specific Risk Factors (cont’d) Lack of control over Navigator will not be acquiring control of the underlying alternative asset managers of the target portfolio. Following completion of the Proposed Transaction, the underlying managers are expected to continue to operate indep
Slide 44: Key risks – Investment Specific Risk Factors (cont'd)
Key risks – Investment Specific Risk Factors (cont’d) Entitlement Offer The net proceeds from the Entitlement Offer are being used to fund the cash component of the consideration payable for the Proposed Transaction, however it should be noted that the Proposed Transaction is not conditional on the
Slide 45: Key risks – Company Specific Risks
Key risks – Company Specific Risks Performance of Navigator’s results and future growth prospects are influenced by prevailing market conditions, including equity capital markets, credit markets and interest rates. Future fund raising by Navigator's managers investment strategies may also be impacte
Slide 46: Key risks – Company Specific Risks (cont'd)
Key risks – Company Specific Risks (cont’d) Liability funding and Navigator has liabilities for deferred consideration related to previous acquisitions which it expects to fund primarily from operating cash flows. If Navigator does not generate sufficient funds from its debt facility risks operation
Slide 47: Key risks – Company Specific Risks (cont'd)
Key risks – Company Specific Risks (cont’d) Foreign exchange Navigator's financial reports are prepared in USD. However, revenue, expenditure and cashflows, and assets and liabilities from Navigator’s operations are denominated in various other currencies, including fluctuations Australian dollars.
Slide 48: Key risks – Company Specific Risks (cont'd)
Key risks – Company Specific Risks (cont’d) Tax risk – PFIC Due to the nature of the assets to be acquired in the Proposed Transaction, there is a substantial risk that Navigator may become a passive foreign investment company, or PFIC, under U.S. federal income tax laws. Navigator and/or any of its
Slide 49: Key risks – General Risks
Key risks – General Risks Price of Navigator’s As with any entity whose shares are listed on the ASX, the operating and financial performance of Navigator and the value of Navigator shares will be influenced by a variety of general business cycles and shares may fluctuate economic conditions. This m
Slide 50: Appendix C: International Offer Restrictions
Appendix C: International Offer Restrictions
Slide 51: International Offer Restrictions
International This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company 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 Au
Slide 52: International Offer Restrictions
International Cayman Islands This document may be distributed, and the New Shares may be offered and sold, only from outside the Cayman Islands to institutional and professional investors in the Cayman Islands. No offer or Offer invitation to subscribe for New Shares may be made to the public in the
Slide 53: International Offer Restrictions
International 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. Offer Accordingly, this document and any other document or materials in connection with
Slide 54: International Offer Restrictions
International United States This presentation may be distributed in the United States only by NGI to Approved US Institutional Shareholders. An Approved US Institutional Shareholder is a holder of Shares who: is a QIB/QP, Offer for which, in each case, an investor letter satisfactory to NGI is execu
Slide 55: Appendix D: Underwriting Agreement Summary
Appendix D: Underwriting Agreement Summary
Slide 56: Underwriting Agreement Summary
Underwriting NGI has entered into an underwriting agreement pursuant to which the Underwriter has been appointed as sole lead manager, bookrunner and underwriter of this Entitlement Offer (“Underwriting Agreement”), subject to the terms and conditions of the Underwriting Agreement. Agreement The Und
Slide 57: Underwriting Agreement Summary
Underwriting • NGI is (or, if applicable, an affiliate of NGI is) or will be prevented from conducting or completing the Entitlement Offer (including granting the entitlements or allotting or issuing shares offered under the Entitlement Offer) by or in accordance with the Listing Rules, ASIC, ASX, a
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