Ridley Corporation Limited · ASX:RIC
Ridley — Investor Presentation (May 2025)
58 slides from Ridley's investor presentation, May 12, 2025
Slide 1: Acquisition of Incitec Pivot Fertilisers Distribution and Associated Equity Raising
NOT FOR DISTRIBUTION IN THE UNITED STATES ASX: RIC Acquisition of Incitec Pivot Fertilisers Distribution and Associated Equity Raising 12 MAY 2025 LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 1
Slide 2: Important Notices and Disclaimer
IMPORTANT NOTICES AND DISCLAIMER Introduction This investor presentation ("Presentation") has been prepared by Ridley Corporation Limited (ACN 006 708 765) ("Ridley" or "Company") and is dated 12 May 2025. This Presentation has been prepared in relation to: • Ridley's acquisition of Dyno Nobel Limit
Slide 3: Important Notices and Disclaimer
IMPORTANT NOTICES AND DISCLAIMER The Retail Entitlement Offer will be made on the basis of the information to be contained in the retail offer booklet to be prepared for eligible retail shareholders in Australia and New Zealand ("Retail Offer Booklet") and made available following its lodgement with
Slide 4: Important Notices and Disclaimer
IMPORTANT NOTICES AND DISCLAIMER Disclaimer UBS Securities Australia Limited ACN 008 586 481 ("Lead Manager") is the lead manager and underwriter to the Offer. To the maximum extent permitted by law, Ridley, its related bodies corporate and their respective officers, directors, employees, advisers,
Slide 5: Important Notices and Disclaimer
IMPORTANT NOTICES AND DISCLAIMER Investment risk An investment in securities in Ridley is subject to known and unknown risks, some of which are beyond the control of the Ridley Group. Ridley does not guarantee any particular rate of return or the performance of the Ridley Group, nor does it guarante
Slide 6: Transaction Highlights (1/2)
TRANSACTION HIGHLIGHTS (1/2) Ridley Corporation Limited (Ridley) to acquire Dyno Nobel Limited’s (Dyno Nobel) fertiliser distribution business (IPF Distribution) for $300m1 with put/call options to acquire the Geelong North Shore property for $75m IPF Distribution is Australia’s #1 distributor of
Slide 7: Transaction Highlights (2/2)
TRANSACTION HIGHLIGHTS (2/2) WHY THIS ACQUISITION? WHY RIDLEY? WHY NOW? UNIQUE OPPORTUNITY TO ACQUIRE AUSTRALIA’S LEVERAGES RIDLEY’S EXISTING BRAND, CAPABILITIES, OPPORTUNITY TO ACQUIRE THE IPF DISTRIBUTION #1 DISTRIBUTOR OF FERTILISERS INFRASTRUCTURE AND FINANCIAL STRENGTH ONLY BUSINESS AT AN A
Slide 8: Transaction Overview
TRANSACTION OVERVIEW LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 8
Slide 9: Transaction Overview (1/3)
TRANSACTION OVERVIEW (1/3) IPF Distribution • Ridley has entered into binding arrangements to acquire 100% of IPF Distribution for a total consideration of $300m (Acquisition) Acquisition − acquisition price is on a cash free, debt free basis and is reflective of an average level of working capital
Slide 10: Transaction Overview (2/3)
TRANSACTION OVERVIEW (2/3) Overview of IPF • IPF Distribution is Australia’s #1 distributor of fertilisers, distributing 2.2m tonnes in FY24 (September year end) Distribution − leading industry scale with 46% East Coast market share − strategically located distribution footprint − diversified produc
Slide 11: Transaction Overview (3/3)
TRANSACTION OVERVIEW (3/3) Transaction funding • The consideration payable at completion and associated transaction costs will be funded by a combination of debt, equity and the issue of vendor notes (Vendor Notes) to Dyno Nobel as follows − a new $350m revolving facility from ANZ and Westpac, which
Slide 12: IPF Distribution Overview
IPF DISTRIBUTION OVERVIEW LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 12
Slide 13: IPF Distribution – Australia's #1 Distributor of Fertilisers
IPF DISTRIBUTION – AUSTRALIA’S #1 DISTRIBUTOR OF FERTILISERS IPF Distribution has the leading market position with c. 46% East Coast market share and a number of key differentiators providing a competitive advantage Historic IPF distribution volumes (Sept y/e)1 Source of competitive advantage (kt) M
Slide 14: Leading Industry Scale with c. 46% Market Share
1. LEADING INDUSTRY SCALE WITH c. 46% MARKET SHARE IPF Distribution is estimated to have c.2.4x the market share and 1.6x the distribution centre volume of its nearest competitor 2024 East Coast Australia fertiliser distribution centre volume IPF Distribution scale advantage becomes a virtuous circl
Slide 15: Strategically Located Distribution Footprint
2. STRATEGICALLY LOCATED DISTRIBUTION FOOTPRINT IPF Distribution has a network of 13 primary distribution centres strategically located in key customer catchments with access to critical import infrastructure Distribution footprint Coverage across entire East Coast (70% of Australian 13 Cairns marke
Slide 16: Diversified Product Range, Geographic and End Market Exposure
3. DIVERSIFIED PRODUCT RANGE, GEOGRAPHIC AND END MARKET EXPOSURE Wide range of products servicing customers across the East Coast of Australia Distributed volumes by product1 Number of advertised products2 85 83 8% Urea Urea Blends 7% 25% 3% MAP DAP 41 6% Granulock NP Blends 7% 2.2Mt NPK Blends Gran
Slide 17: Focus on Value-Added Products and Service Offerings
4. FOCUS ON VALUE-ADDED PRODUCTS AND SERVICE OFFERINGS IPF Distribution offers customers innovative and exclusive products for a variety of solutions. This is supplemented by an advisory led sales model, underpinned by Nutrient Advantage and Precision Ag Enhanced efficiency fertilisers (EEFs) Adjace
Slide 18: Established Supply Chain Providing Security of Supply
5. ESTABLISHED SUPPLY CHAIN PROVIDING SECURITY OF SUPPLY Strong trading and in port capabilities supported by deep and long-standing relationships with key suppliers globally Fertiliser utilised in Eastern Australia by origin1 IPF Distribution supply chain 2024 Import, bulk handling and IPF procures
Slide 19: Strategic Access to Local Urea Supply from Perdaman by 2028
6. STRATEGIC ACCESS TO LOCAL UREA SUPPLY FROM PERDAMAN BY 2028 Ridley has secured the supply of at least 700k tonnes per annum of urea from the Perdaman facility post- commissioning (expected by 2028) on favourable terms relative to current sourcing Background to the Perdaman project Australia’s ure
Slide 20: Industry Leading Capability
7. INDUSTRY LEADING CAPABILITY IPF Distribution is supported by a well-resourced and experienced team with industry leading capabilities Technical capabilities IPF Distribution employees by function Function FTE Operations 160 LOGISTICS Sales & Marketing 78 Agronomy & Innovation 46 Supply Chain & Pr
Slide 21: A Strong and Stable Financial Profile
A STRONG AND STABLE FINANCIAL PROFILE IPF Distribution reported pro forma adjusted EBITDA1 of $86m for the FY24 period Distributed volumes1 Commentary (kt) • FY23 result impacted by a period of significant commodity price volatility coupled 2,152 2,212 2,213 with an inventory lag effect (i.e. buying
Slide 22: Strategic Rationale
STRATEGIC RATIONALE LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 22
Slide 23: Strategic Rationale
STRATEGIC RATIONALE The acquisition of IPF Distribution positions Ridley for continued growth, leveraging the strong foundations established across its existing businesses over recent years Strategic rationale for the acquisition Complementary distribution footprint with 1 shared competencies and cu
Slide 24: Complementary Distribution Footprint with Shared Competencies and Customers
1. COMPLEMENTARY DISTRIBUTION FOOTPRINT WITH SHARED COMPETENCIES AND CUSTOMERS Complementary network, competencies and customer base Complementary distribution footprint Key competencies LOGISTICS COMMODITY TRADING RISK MANAGEMENT CUSTOMER SERVICE Key customers Ridley IPF Distributio
Slide 25: Establishes a New Growth Pillar for Ridley
2. ESTABLISHES A NEW GROWTH PILLAR FOR RIDLEY Acquisition provides a new pillar to supplement the growth opportunity across its existing businesses Bulk Stockfeeds Packaged Feeds & Ingredients Fertiliser FY24 EBITDA1: FY24 EBITDA1: FY24 EBITDA2: $44m $60m $86m #1 market position #1 market position #
Slide 26: Broadens and Further Diversifies the Ridley Portfolio
3. BROADENS AND FURTHER DIVERSIFIES THE RIDLEY PORTFOLIO IPF products serve a broad range of end uses, complementing Ridley’s existing offering FY24PF EBITDA contribution Industry Offering • Bulk stockfeeds 23% • Animal proteins & oils • SSP • Aqua feeds • Packaged products 45% $187m Livestock EBITD
Slide 27: Opportunity from Focus and Investment
4. OPPORTUNITY FROM FOCUS AND INVESTMENT Ridley Management see a significant opportunity for IPF Distribution under Ridley ownership Ridley share price The opportunity $3.00 • Dyno Nobel has been $2.50 strategically focused on its $2.00 explosives business $1.50 $1.00 • Historically IPF Distribution
Slide 28: Compelling Financial Returns (1/2)
5. COMPELLING FINANCIAL RETURNS (1/2) Transaction to be funded with a combination of debt, equity and Vendor Notes issued to Dyno Nobel. Pro forma leverage of 1.3x LTM EBITDA at 30 June 20251 Transaction funding structure Sources and uses of funds Core debt • A new $350m revolving debt facility with
Slide 29: Compelling Financial Returns (2/2)
5. COMPELLING FINANCIAL RETURNS (2/2) Implied transaction multiple of 5.0x FY24 EBITDA post-synergies. Acquisition is expected to be c. 25%+ EPS accretive in FY26 on a pro-forma basis post-synergies (c. 18%+ pre-synergies)1 Key financial impacts Implied transaction multiples Purchase price $300m • A
Slide 30: Transaction Funding & Outlook
TRANSACTION FUNDING & OUTLOOK LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 30
Slide 31: Details of the Capital Raising
DETAILS OF THE CAPITAL RAISING • Fully underwritten Capital Raising of $125 million which comprises a: ‒ 1 for 7.43 pro-rata accelerated non-renounceable entitlement offer to raise approximately $90 million, comprising an Institutional Entitlement Offer and a Retail Entitlement Offer1 (Entitlement O
Slide 32: Capital Raising Timetable
CAPITAL RAISING TIMETABLE Event Date Announcement of Acquisition, Capital Raising and trading halt Monday, 12 May 2025 Institutional Entitlement Offer and Placement closes Tuesday, 13 May 2025 Announcement of results of Institutional Entitlement Offer and Placement Tuesday, 13 May 2025 Trading halt
Slide 33: Trading Outlook
TRADING OUTLOOK Current Ridley trading Ridley’s outlook is unchanged since the most recent market update. As noted in its announcement to the market on 16 April 2025, trading conditions are being impacted by lower selling prices in the Ingredient Recovery business, particularly with avian influenza
Slide 34: Capital Allocation Framework
CAPITAL ALLOCATION FRAMEWORK Ridley will continue to apply its capital allocation framework Note: Ridley expects to operate within the Capital Allocation Framework, however, there may be future circumstances where aspects of the framework are varied in the best interests of the Group LEADING ANIMAL
Slide 35: Appendix A – Supporting Information
APPENDIX A – Supporting information LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 35
Slide 36: Overview of the Transaction Perimeter
OVERVIEW OF THE TRANSACTION PERIMETER Transaction perimeter focused only on IPF Distribution assets In-scope ✓ IPF Distribution business − 13 primary distribution centres − 7 regional service centres − 3 Easy Liquid distribution centres ✓ Global import supply chain ✓ Offtake agreement for continued
Slide 37: The Australian East Coast Fertiliser Market
THE AUSTRALIAN EAST COAST FERTILISER MARKET A large and stable market with supportive tailwinds Australian East Coast fertiliser consumption by product type Supportive tailwinds Millions of tonnes (Mt) Global population (billion) 5.0 9.2 9.7 0.1 4.8 7.9 8.6 4.6 4.6 6.2 7.0 4.5 0.4 0.1 4.4 5.3 4.4 0.
Slide 38: Pro Forma Profit & Loss Statement
PRO FORMA PROFIT & LOSS STATEMENT IPF PRO FORMA PRO FORMA POST- P&L ($M) RIDLEY1 SYNERGIES STANDALONE2,3 ACQUISITION • Pro forma P&L illustrates the Gross Margin 142 217 – 359 impact of the acquisition on Operating expenses (49) (130) 7 (172) the FY24 Ridley P&L EBITDA 93 86 7 187 Significant items
Slide 39: Pro Forma Balance Sheet
PRO FORMA BALANCE SHEET PRO FORMA EQUITY VENDOR DEBT IPF ACQUISITION BALANCE SHEET ($M) RIDLEY1 2 POST- RAISING NOTES FUNDING DISTRIBUTION IMPACTS ACQUISITION Cash & cash equivalents 41 125 50 144 – (319) 41 Inventory 107 580 687 • Pro forma balance sheet Trade and other receivables & 133 166 300 il
Slide 40: Appendix C – Key Risks
APPENDIX C – KEY RISKS LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 40
Slide 41: Existing and Ongoing Ridley Risks (1/2)
EXISTING AND ONGOING RIDLEY RISKS (1/2) Cyclical variations impacting the By operating across different business sectors within the economy, (namely poultry, pig, dairy, aqua, beef and sheep, companion animals, consumer goods packaged products and ingredient recovery) some of demand for animal nutri
Slide 42: Existing and Ongoing Ridley Risks (2/2)
EXISTING AND ONGOING RIDLEY RISKS (2/2) Foreign Currency Risk The business trades and operates in multiple currencies, including USD, NZD and Thai Baht. The business maintains strategies to reduce its exposure to movements in exchange rates including executing forward contracts to offset known net e
Slide 43: Acquisition Risks (1/4)
ACQUISITION RISKS (1/4) Analysis of Acquisition opportunity Ridley undertook a due diligence process in respect of the Acquisition, which relied in part on a review of financial, technology, legal and other information provided in respect of IPF Distribution or was otherwise provided at meetings hel
Slide 44: Acquisition Risks (2/4)
ACQUISITION RISKS (2/4) Integration risk There are potential integration risks for the Acquisition, including potential delays and costs in implementing necessary changes, and difficulties in integrating various operations. There is an inherent risk that the underlying assets of IPF Distribution do
Slide 45: Acquisition Risks (3/4)
ACQUISITION RISKS (3/4) Separation risk Despite the transitional arrangements negotiated with Dyno Nobel, the separation of IPF Distribution from Dyno Nobel may be more difficult than anticipated. In particular, the nature and extent of functions provided on a group-wide basis, about which Ridley ha
Slide 46: Acquisition Risks (4/4)
ACQUISITION RISKS (4/4) Response from Competitors The fertiliser market in Eastern Australia has four primary participants (including IPF Distribution). There is limited ability for the other primary participants to undercut IPF Distribution on pricing without significantly impacting their own finan
Slide 47: General Investment Risks (1/2)
GENERAL INVESTMENT RISKS (1/2) General market and share price risks General economic factors such as interest rates, exchange rates, inflation, business and consumer confident and general market factors may have an adverse impact on Ridley's performance, prospects or the value of its assets. The mar
Slide 48: General Investment Risks (2/2)
GENERAL INVESTMENT RISKS (2/2) Equity investment risk There are general risks associated with investments in equity capital such as Ridley's shares. The trading price of shares may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market pric
Slide 49: Appendix D – International Offer Restrictions
APPENDIX D – INTERNATIONAL OFFER RESTRICTIONS LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 49
Slide 50: International Offer Restrictions (1/3)
INTERNATIONAL OFFER RESTRICTIONS (1/3) This document does not constitute an offer of 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 A
Slide 51: International Offer Restrictions (2/3)
INTERNATIONAL OFFER RESTRICTIONS (2/3) 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 invitation to subscribe for New Shares may be made t
Slide 52: International Offer Restrictions (3/3)
INTERNATIONAL OFFER RESTRICTIONS (3/3) 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 materials
Slide 53: Appendix E – Underwriting Agreement Summary
APPENDIX E – UNDERWRITING AGREEMENT SUMMARY LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 53
Slide 54: Underwriting Agreement Summary (1/3)
UNDERWRITING AGREEMENT SUMMARY (1/3) 1. Overview 1.1 (Underwriting Agreement), pursuant to which the Lead Manager is acting as lead manager, underwriter and bookrunner of the Offer and has agreed to fully underwrite the Offer on the terms and conditions of the Underwriting Agreement. 1.2 The Underwr
Slide 55: Underwriting Agreement Summary (2/3)
UNDERWRITING AGREEMENT SUMMARY (2/3) l) there is an event or occurrence, including any statute, order, rule, regulation, directive or request (including one compliance with which is in accordance with the general practice of persons to whom the directive or request is addressed) of any government ag
Slide 56: Underwriting Agreement Summary (3/3)
UNDERWRITING AGREEMENT SUMMARY (3/3) y) *there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State or Territory of Australia a new law or regulation, or the Reserve Bank of Australia, or any Commonwealth or State authority (inclu
Slide 57: Disclaimer
The material in this presentation is general background information about the activities of Ridley Corporation Limited and its related entities (Ridley), current at the date of this presentation, unless otherwise stated. It is information given in summary form and does not purport to be complete. It
Slide 58: LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025
LEADING ANIMAL NUTRITION RIDLEY | 12 MAY 2025 58