Asx Limited · ASX:ASX
Asx — Merger or Acquisition (March 2006)
15 slides from Asx's merger presentation, Mar 27, 2006
Slide 1: Merger of ASX and SFE
Merger of ASX and SFE 27 March 2006 LE
Slide 2: Great strategic fit
Great strategic fit 24 Top 10 listed global exchange group <& | Market capitalisation (A$ billion) Note: As at 24 March 2008, Source: Datastream, IRESS. ASX and SFE represents the sum of pre-merger market capitalisations
Slide 3: Proposal
Proposal Implied value of proposal Governance Post-merger capital return Qpasx Merger proposal All Scrip: 0.51 ASX shares per 1 SFE share Cash and scrip alternative: $2.58 cash + a variable ratio of ASX shares such that the two alternatives have an equivalent value _ Three SFE directors to join ASX
Slide 4: Important regulatory conditions
Important regulatory conditions as ACCC: - Process already in train - “The ACCC’s preliminary view is that the proposed acquisition does not appear to raise competition concerns” (see letter for full text) - Market soundings yet to be undertaken = Treasurer's approval: - Required to allow any party
Slide 5: Benefits for ASX and SFE shareholders
Benefits for ASX and SFE shareholders Larger entity financially and operationally ASX dividend policy Stronger base to build sg equity businesses Benefits for : Platform for AS™ and SFE y. Improved environment innovation \ shareholders ; for SPI trading Better positioned to participate in exchange c
Slide 6: Benefits for ASX shareholders
Benefits for ASX shareholders N Ww > oi oH ~ QO oO OQ Qo oO OQ Total contracts (millions) = Oo 2002 2003 2004 2005 Source: SFE annual report
Slide 7: Benefits for SFE shareholders
Benefits for SFE shareholders 25% premium 21% premium Premium to SFE 10-21 Mar vwap! Premium to SFE 12 month VWAP? (1) Premium of merger proposal py sed on ASX 10-21 March VWAP) to SFE 10-24 March VWAP (2) Premium of merger proposal price (based on ASX 12-month VWAP) to SFE 12-ra0nth VWAP. Source: I
Slide 8: Benefits for participants
Benefits for participants = Intend to retain SFE pricing policy = One front-line market supervisor = Back-office efficiency via consolidated systems = Improved platiorm for product innovation * Ongoing commitment to highest market integrity * Environment for increased trading in SPI contract « Enhan
Slide 9: Benefits for employees
Benefits for employees A rewarding place to work Broader opportunities within a stronger and larger merged group Greater diversity of career paths Combined culture based on integrity, achievement and teamwork
Slide 10: Financial profile
Financial profile ASK revenue $291m() Merged entity pro-forma revenue $426" 42% 16% SFE revenue $135m) Equities trading, clearing and settlement _Derivatives trading, clearing i Non-trading revenue and settlement (1) Revenue based on year to December 2005. Excludes interest and dividend revenue
Slide 11: Financial profile
Financial profile Year to Dec 2005 pro-forma Shareholders accepting cash / scrip alternative ; 0% 50% 4 00% Revenue ($m) 291 : 426! EBITDA ($m) oo 469 come 9551 EBIT ($m) 4G 2378 Market capitalisation? ($m) 3,349 5, 160° 4,985° 4,84 18 Net debt / (cash)*($m) (102) (130)3 453 2198 Enterprise value ($
Slide 12: Attractiveness of ASX scrip
Attractiveness of ASX scrip ASX equities volume growth 2002 - 2005 30 4 25 4 20 4 # Strong culture » Reduced costs 2002 2003 2004 2005 Number of equities transactions (millions ASX share price growth 2002 - now _ ® Focus on innovation = Experienced Board « Brand recognition $10 $5 T T r r Jan02 Jan0
Slide 13: Synergies and integration
Synergies and integration » Establish dedicated » Further technology * Catalyst for clearing integration team integration house efficiencies = Premises integration » Target SPI volume = Scope possible increases settlement integration * Single desktop environment = Further » Target volume administrat
Slide 14: Key steps and timing
Key steps and timing = Finalise due diligence and address conditions precedent = Lodge scheme documents with ASIC » First court hearing = SFE shareholders’ meeting = Second court hearing and effective date = Implementation date
Slide 15: Closing
Closing ASX’s Board and management are enthusiastic at the prospect of a merger with SFE The merger will provide significant benefits to both sets of shareholders, participants and employees The merger will be an important milestone in the development of Australia’s capital markets The Board of SFE