Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed...

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Proposed Transaction Overview 23 November 2017 Partnering in Growth For personal use only

Transcript of Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed...

Page 1: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

Proposed Transaction Overview

23 November 2017

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Page 2: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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DISCLAIMER

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▪ Goldfields Money Limited (“Goldfields Money”) has relied on information provided by Finsure Holding Pty Limited (“Finsure”) and except where explicitly identifiedhas not undertaken any due diligence, verification or audit of the information provided. Goldfields Money makes no representation or warranty (express or implied)as to the accuracy, reliability or completeness of the information. Goldfields Money and its directors, employees, agents, advisers and consultants shall have noliability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (express orimplied) arising out of, contained or derived from, or for any omissions from this Document, except liability that cannot be excluded under statute.

▪ The Document contains reference to certain intentions, expectations and plans of Goldfields Money. Those intentions, expectations and plans may or may not beachieved. They are based on certain assumptions which may not be met or on which views may differ. The performance and operations of Goldfields Money maybe influenced by a number of factors, many of which are outside the control of Goldfields Money. No representation or warranty, express or implied, is made byGoldfields Money or any of its directors, employees, agents, advisers and consultants that any intentions, expectations or plans will be achieved either totally orpartially.

▪ The Information disclosed relates to the business of Finsure at the date the Information was provided to Goldfields Money, not the date of this Document. Materialinformation may have changed since the date the Information was compiled. No responsibility is accepted to advise any person of any change.

▪ The information in this document is sourced from the following:

▪ Finsure Management Reports

▪ MFAA Quarterly Market Survey, Comparator analysis. Data as of LTM June 2017

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Page 3: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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TRANSACTION OVERVIEW

GMY has entered into an agreement (“Process Agreement”) outlining the key commercial terms under which GMY would merge with Finsure by acquiring 100% of Finsure for GMY shares (“Proposed Transaction”).

The Directors of Goldfields Money believe the Proposed Transaction is transformational for the Company and will deliver substantial value for Goldfields Money shareholders, if implemented.

ATTRACTIVEISSUE PRICE

Goldfields Money shares will be valued at $1.50 per share, which is above the $1.27 to $1.39 per share range determined by the Independent Expert with respect to the offer by Firstmac Holdings Limited

COMPLEMENTARY COMBINATION

The Proposed Transaction, if implemented, will result in the combination of a FAST GROWING NATIONAL MORTGAGE AGGREGATION NETWORK AND WHOLESALE MORTGAGE BUSINESS and an Authorised Deposit-taking Institution (“ADI”) with a DISTINCT FUNDING ADVANTAGE that will have:▪ Material profitability▪ Increased scale▪ Material revenue uplift and diversified income-streams▪ Improve growth prospects

OPPORTUNITYTO VOTE

Goldfields Money shareholders will be given the OPPORTUNITY TO VOTE on the Proposed Transaction, which will be subject to a SIMPLE MAJORITY VOTE

SUPERIOR PROPOSAL

The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction being met), and continues to maintain its unanimous recommendation that Goldfields Money shareholders should REJECT the Firstmac offer of $1.27 per share and TAKE NO ACTION

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Page 4: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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KEY TERMS OF THE PROPOSED TRANSACTION

▪ Consideration: Goldfields Money proposes to issue 40,750,000 fully paid ordinary shares to Finsure shareholders based on an agreed issue price of $1.50 per share valuing Finsure at ~$61.1 million and the merged group at ~$97.5 million

▪ Board composition: Finsure shareholders will be entitled to nominate one Goldfields Money Director, which will be John Kolenda at the invitation of the current Goldfields Money Board

▪ Exclusivity: Mutual exclusivity arrangements including no shop, no talk and no due diligence provisions

▪ Break fees: Reciprocal break fees and standard trigger events including breach of exclusivity, entering or completing (>50% shareholder acceptances) a competing proposal, two or more directors recommending a competing proposal

▪ Conditions of the Proposed Transaction: Limited number of conditions including formal documentation, reciprocal due diligence, regulatory approvals, shareholderapprovals, unanimous recommendation, the Independent Expert’s determination being fair and reasonable or not fair but reasonable, no material adverse change

▪ Termination: Either party may terminate in certain circumstances including where material matters arise as part of due diligence, breach of exclusivity, othermaterial and unremedied breaches of the Process Agreement, occurrence of a material adverse change

Key Terms of the executed Process Agreement

Next Steps

▪ The parties intend to enter into a Merger Implementation Agreement (“MIA”) by 22 December 2017

▪ GMY will be required to prepare and despatch a notice convening a general meeting of Goldfields Money shareholders to consider and, if thought fit, pass requiredshareholder resolutions to implement the Proposed Transaction as soon as is practicable after signing of the MIA

▪ The Process Agreement automatically terminates on the earlier of 5 January 2018 or execution of the MIA

Key terms of the Proposed Transaction will be formalised in the Merger Implementation Agreement.

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Page 5: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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STRATEGIC RATIONALE

Goldfields Money and Finsure are an excellent strategic fit.

ALIGN DISTRIBUTION AND PRODUCT

MANUFACTURING

▪ Finsure has in depth mortgage market knowledge and a significant distribution arm of 1,200+ accredited loan writers, plus access to a further ~5,500 loan writers through its Better Choice wholesale mortgage management products

▪ Increased profitability and broader product offering for Finsure’s wholesale business

▪ Broadens geographical footprint to east and west coast

▪ Diversity of income streams through aggregation, wholesale product offerings and Finsure broker subscription fees

ACCESS TO LOWERCOST FUNDING

▪ Goldfields Money’s ADI license provides access to inexpensive funding for Better Choice’s wholesale products

▪ Potential to capture margin on Better Choice’s wholesale products

▪ Increased profitability which will assist with managing Goldfields Money’s prudential capital requirements

OPERATIONAL SYNERGIES

▪ Alignment of technology and software infrastructure

▪ Management and administrative synergies including the integration of Finsure’s credit assessment team

▪ Geographical expansion and coverage across Australia

ACHIEVE NEW MARKET STATUS

▪ Leveraging complimentary services and increasing scale with the aim of becoming a diversified financial services business with banking status

▪ Collective size is expected to provide better access to capital markets

▪ Increased equity exposure and liquidity from additional broker coverage and institutional investor interest

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Page 6: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – HISTORY

▪ Finsure was co-founded by John Kolenda and Calvin Ng in 2011

▪ Finsure provides B2B mortgage aggregation services from a panel of financial product issuers, to a network of loan writers across Australia. Finsure’s aggregation historical book was ~$24.3 billion as at 30 June 2017

▪ Finsure also operates a wholesale mortgage management business that had a loan portfolio of ~A$1.5 billion as at 30 June 2017

▪ In FY14 Finsure made multiple acquisitions including LoanKit mortgage aggregator and software, Homeloan.com.au and Comparehomeloans.com.au

▪ Further acquisitions including Future Financial (FY16), Iden Loan Services (FY16) and Pioneer Mortgage Services (FY17) were made in view of establishing a fullyintegrated wholesale mortgage management business

▪ As at 30 June 2017, Finsure had a network of over 1,200 accredited loan writers across Australia, a combined historical book of ~$26 billion and a team consisting ofapproximately 80 employees, and in the year ended 30 June 2017 settled ~A$11 billion in combined residential and commercial mortgages

▪ Finsure currently has over 60 product providers, with the current panel including residential and commercial mortgages, general and life insurance, and assetfinance

▪ In October 2017, Finsure won the coveted Aggregator of the Year (>500 brokers) award at the 2017 Australian Mortgage Awards

Finsure is one of the fastest growing mortgage aggregation businesses in Australia.

Corporate Overview

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Page 7: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – KEY DIVISIONS

Finsure has three key revenue streams.

Revenue Streams

Aggregation Business ▪ Finsure’s major business unit with core products in residential and commercial loans sourced from 35+ lenders

▪ Based on origination of new residential lending across Australia, Finsure accounted for ~2.9% market share in FY17, up from 2.5% in FY16

▪ Aggregation historical book was ~A$24.3 billion as at 30 June 17

Wholesale Business ▪ Operates under the Better Choice and MyLoan brands

▪ White-labelling of loan products provided by 3rd party funders

▪ Key value drivers are increased loan portfolio value, additional diversified income and enhanced overall margins

▪ Wholesale loan portfolio was ~A$1.5 billion as at 30 June 17

SaaS platform ‘LoanKit’ ▪ Finsure’s proprietary B2B software-as-a-service (“SaaS”) platform offers product comparison and electronic lodgement, CRM, business analytics and marketing services for its loan writers

▪ Generates recurring monthly revenue from Finsure’s existing loan writer network

1,200+loan writers in network

~$26 billionhistorical book

~6 yearsin business

80+member team

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Page 8: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – ACHIEVEMENTS

Finsure is one of the most widely recognised mortgage businesses in Australia.

▪ Mortgage Professional Australia recently conducted an industry-wide survey, allowing brokers to rank Australian aggregators on their key service offerings

▪ Overall Finsure was ranked as the #2 Aggregator in Australia in 2017 by brokers. This strong performance was supported by 1st in Marketing Support and Training & Education, 2nd in White Label Offering and BDM Support and 3rd place in Compliance Support and Quality of Lending Panel categories

▪ Finsure was ranked 2nd in Business Review Weekly’s Fast Starters List in 2015 and 6th and 31st in BRW’s Fast 100 list in 2016 and 2017 respectively

▪ Since inception Finsure has been recognised and won many industry awards including winning the coveted 2017 Aggregator of the Year (>500 brokers) award at the Australian Mortgage Awards

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Page 9: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – FY17 FINANCIALS AND GROWTH INITIATIVES

Finsure FY17 Audited P&L (A$’000)

FY2017 A$'000

Commission income 152,787

Fees income 8,204

Other 2,367

Total operating income 163,358

Commission expense (140,689)

Employee benefits (7,045)

Professional services (2,089)

Marketing (1,675)

Travel and entertainment (340)

Occupancy (568)

Other admin. (2,051)

Total operating expense (154,457)

EBITDA 8,901

Depreciation and amortisation (654)

EBIT 8,246

Net interest expense (2,214)

Income tax (1,821)

Profit after tax 4,212

Growth Initiatives Summary

Expand and retain network of loan

writers

Grow core business in

residential and commercial mortgages

Introduction of new products and realise cross-sell

opportunities

Increase sales of Finsure wholesale

and white-labelled products

Scale up Finsure’s leads channel and

increase profitability

▪ In Q1FY18 Finsure achieved a record $2.9bn in settlements and added another 107 (gross) brokers to its platform

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25.142.6

63.0 73.810.1

19.1

31.342.6

2.8

4.3

3.9

4.9

0.0

25.0

50.0

75.0

100.0

125.0

150.0

FY14 FY15 FY16 FY17

Total Upfront Commission Total Trail Commission Total Other Income

FINSURE – KEY OPERATING METRICS

Total Historical Book Size ($b) Total Loan Writers

Total Loan Settlements ($b)

4.9

8.3

10.0 10.6

0

2

4

6

8

10

12

FY14 FY15 FY16 FY17

7.412.7

16.8

24.3

1.5

1.5

0

5

10

15

20

25

30

FY14 FY15 FY16 FY17

514

755

927

1,213

0

250

500

750

1,000

1,250

1,500

FY14 FY15 FY16 FY17

Total Cash Revenue ($m)

38.0Total

66.0 98.2 121.3

7.4Total

12.7 18.3 25.8

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Page 11: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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John Kolenda

CEO

▪ Co-founded the Finsure Group in 2011, having previously been an executive director of Loan Market Group, co-founder of X-Inc. Finance and General Manager Sales and Distribution at Aussie Home Loans

▪ Currently holds position of Chairman of the Aura Group and non-Executive director of IBuyNew Group Limited (IBN.ASX)

Calvin Ng

Executive Director /

Head of Group Strategy

▪ Co-founder of the Finsure Group and is responsible for corporate strategy

▪ Established the Aura Group in 2006, an independently owned and operated business which provides a range of corporate finance, public and private investment and corporate advisory services

▪ Currently holds positions on the boards of Finsure Group, IBuyNew Group Limited (IBN.ASX) and Catapult Group (CAT.ASX)

Scott McWilliam

Non-Executive Director

▪ Appointed as a non-Executive director in May 2017 and has been the CEO of Homeloans Ltd (HOM.ASX) since 2004

▪ Held various senior executive roles including Chief Operating Officer and Head of Funding and Investments

▪ Prior to joining Homeloans, Scott held senior roles and Deutsche Bank in London and Sydney and Citibank in London, in the area of Debt Capital Markets

Kylie Turner

Chief Financial and

Operations Officer

▪ Joined the Finsure team in September 2017 and is responsible for the key Financial and Operations strategy of the Group

▪ Over 10 years experiences as a strategic CFO

Allan Savins

General Manager –

Wholesale

Partnerships

▪ Responsible for the Group’s wholesale funding arrangements and mortgage management

▪ Has over 30 years financial services experience including past roles as Chief Operating Officer at Resimac Group, Director of Securitisation at Societe Generale, Head of Lending & Operations at Bluestone Group

David Maher

Head of Marketing &

1300HomeLoan

▪ Has over 10 years experience working in finance and real estate, both in Australia and abroad

▪ Experience across a number of disciplines in the financial services sector including marketing, analytics, product development and strategic planning

Simon Bednar

National Sales

Manager

▪ Appointed National Sales Manager for Finsure in 2015

▪ Has over 15 years experience covering sales, business consultancy, project management, IT operations and executive recruitment, primarily focused within the Financial Sector

FINSURE – KEY MANAGEMENT

Co-founder John Kolenda is Finsure’s Chief Executive Officer whilst co-founder Calvin Ng is the Executive Director and Head of Group Strategy.

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Page 12: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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APPENDICES

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Page 13: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – MARKET POSITIONING

Finsure is positioned as a leader in the market in offering flexible loan writer commission models, lead generation and support services. Finsure also operates a complementary Wholesale mortgage management business.

Aggregation Positioning Wholesale Positioning

▪ Focused on growing and supporting its loan writer base through a range of services including leads, compliance, marketing and training

▪ Finsure offer loan writers the ability to choose between operating under their own Australian Credit License (“ACL”) or become an authorised Credit Representative under Finsure’s ACL

▪ Finsure offers the option of either volume-based or flat fee commission schemes suited towards the level of experience and business requirements of each individual loan writer

▪ Finsure is well placed relative to peers in terms of:

▪ Flexibility of commission structures

▪ Level of broker services and leads

▪ Finsure’s agility is seen as a competitive advantage in broker recruitment and retention

▪ Focused on strategic acquisitions in the wholesale space since FY15, as part of Finsure’s longer term strategy to build a fully integrated wholesale mortgage business

▪ Finsure’s wholesale business division adopted a single brand marketing strategy ‘Better Choice’ for its white-labelled product in January 2017

▪ In addition to being on the Finsure lender panel, Better Choice is available to over ~5,500 additional loan writers through other distribution channels it has commercial relationships with

▪ Finsure’s wholesale mortgage management offering is complementary with the Goldfields Money business and represents a viable growth opportunity for the combined group

▪ Through the combined resources of Goldfields Money and Finsure’s wholesale mortgage management business, the merged companies will enjoy greater access to funding and securitisation markets

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Page 14: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – KEY OFFERING

Finsure offers the complete solution that maximises a loan writer’s sales productivity.

Finsure’s Offering

▪ Of the total new residential lending, 50%+ of new mortgages are being originated by a loan writer as at June 2017

▪ Fiduciary requirement for loan writers to settle through accredited aggregators

▪ Loan writers currently face a number of operational barriers including high competition, compliance costs, education, training, qualification and accreditations with individual lenders

▪ Current aggregators have legacy systems and fixed commission structures

▪ Loan writers commonly look for:

▪ Access to leads and marketing support

▪ Flexible commission structures

▪ Access to unique product offering and cross sell opportunities

▪ Compliance support

Market Opportunity

▪ Finsure offers sophisticated software solutions that streamlines a loan writer’s operations across the loan facilitation process

▪ Finsure has a product suite of residential, personal and commercial loans, as well as, insurance and asset finance loans

▪ Finsure generates ~1,800 leads per month and provides ongoing branding and marketing support to its loan writers

▪ Finsure offer a range of commissions structures tailored for loans writers with different levels of experience

▪ Finsure’s core products in residential and commercial loans are sourced from over 35 lenders

▪ Finsure offers ongoing sales training and compliance support to its loan writers

▪ Finsure offers its network of loan writers exclusive ‘white label’ products provided by 3rd party funders that allows individual loan writers to tailor their own products and pricing to suit their clients

▪ Finsure’s Broker Academy offers a 24 month learning program that covers sales, lead generation, compliance, business management and CRM expertise

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Page 15: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

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FINSURE – BRANDS

Finsure has developed a network of complementary brands through M&A and commercial partnerships.

Lead Generation Summary

▪ Finsure has strong track record in building and monetising a network of lead generation and marketing brands through M&A and commercial partnerships

▪ Bolt-on benefits from these ventures include lead generation and product diversification

▪ Strategic shift towards 3rd party referral sources has positive implications on bottom-line performance

▪ Ongoing investment in brand awareness and recognition

▪ Investment into training and development of an in-house call centre and sales team have helped improve the conversion of leads, from various channels

Example Lead Generation Assets

Owned by Finsure

Third Party Partnerships

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Page 16: Partnering in Growth - ASX · 11/23/2017  · PROPOSAL The Board is of the view the Proposed Transaction is a SUPERIOR PROPOSAL (subject to the Conditions of the Proposed Transaction

Simon LyonsGoldfields Money CEO0417 178 [email protected]

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