Iress Limited · ASX:IRE
Iress — Merger or Acquisition (September 2016)
25 slides from Iress's merger presentation, Sep 26, 2016
Slide 1: Acquisition of Financial Synergy
For personal use only Acquisition of Financial Synergy ~A$85m Placement and Share Purchase Plan Andrew Walsh, Chief Executive Officer John Harris, Chief Financial Officer 26 September 2016 iress.com 1
Slide 2: Disclaimer
Disclaimer This investor presentation (“Presentation”) has been prepared by IRESS Limited (ACN 060 313 359) (“IRESS”). This Presentation has been prepared in relation to a placement of new IRESS ordinary shares (“New Shares”) to be made to certain professional and sophisticated investors (“Offer”).
Slide 3: Disclaimer (continued)
Disclaimer (continued) Past performance For personal use only Past performance and pro forma historical information in this Presentation is given for illustrative purposes only and should not be relied on (and is not) an indication of future performance including future share price information. Hist
Slide 4: Transaction Summary
For personal use only Transaction Summary iress.com 4
Slide 5: Transaction overview
Transaction overview For personal use only Acquisition will be funded by a Cash purchase price up to A$90 ~$85 million fully underwritten million1. placement to institutional investors Expected to be more than 2% and non-underwritten share EPS accretive in 20172 purchase plan (“SPP”) for existing el
Slide 6: About Financial Synergy
About Financial Synergy Established Australian business and leading software supplier For personal use only “We believe that a robust core platform • The leading independent software provider to Australia’s which can support customised and tailored superannuation segment propositions to address fund
Slide 7: Strategic context
Strategic context Acquisition supports IRESS strategy in Australia For personal use only • Financial Synergy will increase the range and scale of SCALED PROVIDER services and solutions IRESS can provide to clients of both businesses • IRESS and Financial Synergy will add scale to UNIFIED TECHNOLOGY
Slide 8: Strategic context
Strategic context Superannuation seeking more from technology For personal use only Member engagement Efficiency • Increasing demand for a digitally-enabled multi- • Relentless competition and fee pressure, channel experience for members. balanced against strategic investment, must be • Members seek
Slide 9: Overview of Financial Synergy
Overview of Financial Synergy Longstanding blue-chip client base in superannuation For personal use only Top 20 Acurity Clients – Revenue relativity FY16 Credit Union 1% • Strong relationships with Australia’s leading superannuation funds, third party administrators and financial institutions Third-
Slide 10: Core role in superannuation workflow and integration
Overview of Financial Synergy Core role in superannuation workflow and integration For personal use only • A core role supporting clients operating • Integration and electronic processing for superannuation funds and platforms superannuation funds and third-party efficiently, and the delivery of dig
Slide 11: Broad and flexible asset and liability coverage and workflow
Overview of Financial Synergy Broad and flexible asset and liability coverage and workflow For personal use only Diverse administration technology capability • Provides the ability to manage a comprehensive array of product types and asset classes including complex superannuation, retirement income,
Slide 12: A comprehensive product and service offering
Overview of Financial Synergy A comprehensive product and service offering For personal use only Product and Services • Acurity operates as the core registry system Acurity Wealth Management Ongoing Professional supporting the administration, reporting and Administration Technology Services complian
Slide 13: Implementation
Implementation Focus on smooth transition and ongoing delivery For personal use only Reporting structure • Stephen Mackley becomes Managing Director - Superannuation at IRESS, reporting to Andrew Walsh, CEO. • All Financial Synergy management and people transition to IRESS. • Management team other t
Slide 14: Offer Summary
For personal use only Offer Summary iress.com 14
Slide 15: Equity raising details
Equity raising details For personal use only • Fully underwritten institutional placement of approximately 7.49m shares to raise ~$85m • Non-underwritten SPP to existing eligible shareholders in Australia and New Zealand, up to $15,000 per Offer size shareholder • The SPP will be capped at A$20m and
Slide 16: Equity raising timetable
Equity raising timetable For personal use only • Record date for SPP (7pm Sydney time) Friday, 23 September 2016 • Trading halt (before market) Monday, 26 September 2016 • Bookbuild conducted for the Placement • Announcement of completion of Placement (pre-market) Tuesday, 27 September 2016 • Tradin
Slide 17: Key risks
Key risks Introduction Investors should be aware that there are risks associated with an investment in IRESS. Some of the principal factors that may, either individually or in combination, For personal use only affect the future operating and financial performance of IRESS and the value of IRESS sha
Slide 18: Key risks: Acquisition Risks
Key risks Acquisition Risks Integration risk For personal use only The acquisition of Financial Synergy involves the integration of the Financial Synergy business, which has previously operated independently to IRESS. Consequently, there is a risk that the integration of Financial Synergy (in partic
Slide 19: Key risks: Acquisition Risks (Cont'd)
Key risks Acquisition Risks (Cont’d) Concentrated client base For personal use only Financial Synergy has a relatively concentrated client base, with its top three clients contributing 50% of FY2016 revenue. If Financial Synergy were to lose one or more of its key clients (for example, as a result o
Slide 20: Key risks: Operational Risks
Key risks Operational Risks Competition For personal use only IRESS’ position as a market leader in markets which are characterised by rapid technological developments and competitive pressures means that it is susceptible to aggressive competitive behaviour. Typically, large financial service compa
Slide 21: Key risks: Operational Risks (Cont'd)
Key risks Operational Risks (Cont’d) Infringement of intellectual property rights For personal use only A large proportion of IRESS’ property is in the form of intellectual property. Infringements are not always easily identified, making protection and enforcement difficult. Unauthorised reproductio
Slide 22: Key risks: General Risks
Key risks General Risks Market For personal use only Investors should be aware that there are risks associated with any investment in a company listed on ASX. The market value of IRESS shares will fluctuate depending on the price at which IRESS shares are traded on ASX, and may rise above or below t
Slide 23: International selling restrictions
International selling restrictions New Zealand For personal use only This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand (or all
Slide 24: International selling restrictions
International selling restrictions United Kingdom For personal use only Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 o
Slide 25: For personal use only
For personal use only AUSTRALIA NEW ZEALAND ASIA Melbourne | +61 3 9018 5800 Auckland | +64 9 300 5571 Singapore | +65 6672 6288 Sydney | +61 2 8273 7000 Wellington | +64 4 462 6850 Hong Kong | +852 3965 3343 Perth | +61 8 6211 5900 Brisbane | +61 7 3011 4700 Adelaide | +61 3 9018 5800 CANADA SOUTH