Slide 1: Acquisition of Pacific Indemnity - Investor Presentation & Equity Raising Overview
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES ASX Announcement 22 May 2024 The Manager Market Announcements Office Australian Securities Exchange Ltd Level 6, Exchange Centre 20 Bridge Street Sydney NSW 2000 Acquisition of Pacific Indemnity - Investor Presentation & Equity
Slide 2: AUB Acquisition of Pacific Indemnity & Equity Raising Overview
AUB ACQUISITION OF PACIFIC INDEMNITY INVESTOR PRESENTATION & EQUITY RAISING OVERVIEW 22 May 2024 Mike Emmett CEO and Managing Director Mark Shanahan CFO Not for release to US wire services or distribution in the United States
Slide 3: Important Notice and Disclaimers
IMPORTANT NOTICE AND DISCLAIMERS This investor presentation (Presentation) is dated 22 May 2024 and has been prepared by AUB Group Limited (ACN 000 000 715) (AUB). By accepting this Presentation you represent and warrant that you are entitled to receive this Presentation in accordance with the restr
Slide 4: Important Notice and Disclaimers
IMPORTANT NOTICE AND DISCLAIMERS Investors should be aware that certain financial measures included in this Presentation are “non-IFRS financial information” under ASIC Regulatory Guide 230: “Disclosing non-IFRS financial information” published by ASIC and also “Non-GAAP financial measures” within t
Slide 5: Important Notice and Disclaimers
IMPORTANT NOTICE AND DISCLAIMERS To the maximum extent permitted by law, AUB, the Underwriter and each of their respective affiliates and related bodies corporate, and each of their respective directors, officers, partners, employees and agents (Extended Parties) expressly exclude and disclaim any r
Slide 6: Important Notice and Disclaimers
IMPORTANT NOTICE AND DISCLAIMERS AUB AND THE UNDERWRITER The Underwriter has not, nor have any of its Extended Parties nor the advisors to AUB, authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and do not make or purport to make any statemen
Slide 7: Important Notice and Disclaimers
IMPORTANT NOTICE AND DISCLAIMERS DISCLAIMER No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Presentation. Any information or representation not contained in this Presentation may not be relied on as having been au
Slide 8: Contents & Agenda
CONTENTS & AGENDA 8 Overview 10 Acquisition overview 13 FY24 Earnings Guidance 15 Equity raising overview 20 Appendix A – Key Risks 29 Appendix B – Summary of Underwriting Agreement 33 Appendix C – International Offer Restrictions 7
Slide 9: Overview
Overview
Slide 10: Executive Summary
EXECUTIVE SUMMARY • AUB to acquire a 70% equity stake in leading Australian specialist underwriting agency Pacific Indemnity • Highly complementary acquisition for AUB, continuing AUB’s strategy to address capability gaps through acquisition including in the area of specialty underwriting agencies.
Slide 11: Acquisition of Pacific Indemnity
Acquisition of Pacific Indemnity
Slide 12: AUB Underwriting Agencies
AUB UNDERWRITING AGENCIES Execution of AUB’s Agency strategy is well ahead of plan • Strong growth, with FY21-CY23 CAGR of 32% (GWP), 38% (Revenue), and 54% (EBIT) Earning driver priorities Underwriting Agencies (Australia) • Successful acquisitions have built Agency scale as follows: • General Comm
Slide 13: Pacific Indemnity Strategic Rationale
PACIFIC INDEMNITY STRATEGIC RATIONALE Overview of Pacific Indemnity Gaining scale in Agencies2 Pacific Indemnity AUB Agencies • Underwriting agency established in 2015 with operations across Australia, specialising in Professional Indemnity, Directors and Officers Liability and General Liability ins
Slide 14: FY24 Earnings Guidance
FY24 Earnings Guidance
Slide 15: FY24 Earnings Guidance
FY24 EARNINGS GUIDANCE UNPAT guidance recently upgraded towards the top end of AUD 161mn – AUD 171mn Underlying NPAT1 over time (AUD mn) FY24 Underlying NPAT1 guidance evolution Guidance upgraded Guidance range towards the top end 129.1 upgraded to of AUD 161 – 171mn Tysers for 9 AUD 161 – 171mn ran
Slide 16: Equity raising overview
Equity raising overview
Slide 17: Acquisition Growth Strategy
ACQUISITION GROWTH STRATEGY Capital to support a strong M&A pipeline Underlying NPAT1 over time (AUD mn) Value of M&A spend (excl. Tysers)3 (AUD mn) +74.4% 248 129.1 33.2 1054 +22.2% 12.8 95.9 151 150 9.1 +23.6% 3.5 FY25 & 10.0 74.0 143 beyond 5.8 5.7 60.5 87 49.0 78 5.8 134 17 2 FY20 FY21 FY22 FY23
Slide 18: Equity Raising: Use of Proceeds
EQUITY RAISING Use of proceeds By June’24 Source of Funds (pro forma for equity raising and Pacific Indemnity acquisition) Fully underwritten institutional placement AUD 200m Total source of funds AUD 200m ▪ Leverage ratio anticipated to reduce to <1.75x (Net Debt / EBITDA1) Use of Funds <1.75x Leve
Slide 19: Equity Raising Overview
EQUITY RAISING Overview Offer structure and • Fully underwritten institutional placement (“Placement”) of new fully paid ordinary shares to raise AUD 200mn size • 7.3mn shares to be issued under the Placement representing ~6.7% of issued share capital under AUB’s existing placement capacity under AS
Slide 20: Equity Raising Timetable
EQUITY RAISING TIMETABLE Event Date Institutional placement Trading halt and announcement of the Offer Wednesday, 22 May 2024 Institutional Placement opens Wednesday, 22 May 2024 Institutional Placement closes Thursday, 23 May 2024 Announcement of results of Institutional Placement Thursday, 23 May
Slide 21: Appendix A – Key Risks
Appendix A – Key Risks
Slide 22: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 23: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 24: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 25: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 26: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 27: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 28: Summary of Key Risks
SUMMARY OF KEY RISKS This section discusses some of the key risks associated with any investment in AUB, together with the risks relating to participation in the Placement (the Offer), which may affect the value of AUB shares. The risks set out below are not listed in order of importance and do not
Slide 29: Summary of Key Risks: Equity Raising Risks
SUMMARY OF KEY RISKS EQUITY RAISING RISKS Underwriting risk AUB has entered into an underwriting agreement with Macquarie Capital (Australia) Limited (MCAL) (the underwriter) pursuant to which the underwriter has agreed to underwrite the Placement (Underwriting Agreement), subject to those terms and
Slide 30: Appendix B – Summary of Underwriting Agreement
Appendix B – Summary of Underwriting Agreement
Slide 31: Summary of Underwriting Agreement
SUMMARY OF UNDERWRITING AGREEMENT AUB has entered into an underwriting agreement with Macquarie in respect of the Placement dated 22 May 2024 (Underwriting Agreement), pursuant to which Macquarie has agreed to fully underwrite the Placement on the terms and conditions of the Underwriting Agreement.
Slide 32: Summary of Underwriting Agreement
SUMMARY OF UNDERWRITING AGREEMENT • AUB is prevented from allotting and issuing the Placement Shares under the ASX Listing Rules, applicable laws, an order of a court of competent jurisdiction or a governmental agency; • a change in the Chief Executive Officer, the Chief Financial Officer or Chairpe
Slide 33: Summary of Underwriting Agreement
SUMMARY OF UNDERWRITING AGREEMENT • a suspension or material limitation in trading in shares generally on ASX, HKEX, LSE or NYSE for at least 1 day on which that exchange is open for trading; and • any adverse change or disruption to the existing financial markets, political or economic conditions o
Slide 34: Appendix C – International Offer Restrictions
Appendix C – International Offer Restrictions
Slide 35: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS 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
Slide 36: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages
Slide 37: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be a
Slide 38: International Offer Restrictions
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 materials in co
Slide 39: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS United Kingdom Neither 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 of the Financial Services and Markets Act 20