I would now like to hand the conference over to Mr. Robbie Blau, Chief Executive Officer. Please go ahead. Thank you very much. Good morning, everybody, and thank you for taking the time to join us at very short notice. My name is Robbie Blau, and I'm the CEO of SG Fleet. With me today is Kevin Wundram, our Group CFO. I'll refer to the slide numbers as I move through the presentation. Could you please turn to slide number four for the key points of today's announcement? You'll have all seen by now what we've announced today, but I'll run through the highlights for you again through this presentation. We intend to acquire both the Australian and New Zealand businesses of LeasePlan, in the process creating what would be a highly compelling fleet management and leasing offering across Australia and New Zealand. Obviously, for SG Fleet, this is a transformational acquisition, and we are very excited about this prospect. The acquisition is subject to the standard conditions and approvals. We expect the transaction to complete during the third quarter of this year. Most of you would be familiar with LeasePlan. It's a business similar to ours in that it also provides fleet management and leasing services to a well-diversified customer base. LeasePlan currently manages around 103,000 units across Australia and New Zealand and employs about 430 staff. The similarity, of course, means that it's a very complementary business to ours, not just in terms of business activities, but also in regards to customer and product quality and a very strong customer service culture. This obviously creates significant scope for synergies and the ability to add scale across operations and funding and procurement activities. A further benefit for us is that it would see us increase the proportion of full service products such as operating leases in our product mix, as well as an improvement in the proportion of recurring revenue relative to upfront and end-of-lease income. That, of course, means an improvement in the overall quality as well as the resilience of our earnings, something we've been working towards for some time now. Acquiring a business that funds on balance sheet also means we'll bring our funding mix to the proportions we were targeting when we announced our securitization project some two years ago. In other words, the proposed acquisitions make sense from a wide range of perspectives and realizes a number of our stated strategic goals. It clearly creates a platform off which we can grow and create further shareholder value. Part of the acquisition includes an international alliance agreement with LeasePlan Australia and New Zealand's vendor, LeasePlan Corporation. We've agreed to share business opportunities in our respective geographies and exchange know-how in areas where we can be complementary in that respect post-completion. The agreements we will have in place will also cover the management of the integration process, as you would expect. This cooperative relationship is reflected in the fact that LeasePlan Corporation will join our shareholder register. As I mentioned, there's significant scope for synergies, and we expect to generate about AUD 20 million in pre-tax run rate synergies per annum once we migrate LeasePlan's operations and systems. We expect this to occur around year three. Underlying cash EPS accretion is expected to be about 5% in the early years, but will then accelerate to north of 20% post-migration. LeasePlan is projected to generate pro forma underlying net profit after tax of about AUD 27 million in the current calendar year. Post-deal, our pro forma corporate leverage will sit at about 2.4x. As just mentioned, LeasePlan Corporation will join our register, with Super Group's stake reducing to just over 52%. I'll come back to the funding and offer in more detail a little bit later. Could you please turn to slide six for more on LeasePlan Australia and New Zealand? As I mentioned earlier, LeasePlan ANZ is a business that is quite similar to ours in terms of products and services offered, as well as in terms of geographical footprint. The business has operated in Australia and New Zealand since the late '80s and is currently a wholly owned subsidiary of Netherlands-based LeasePlan Corporation. Globally, LeasePlan Corporation operates across 32 countries and manages several million vehicles. Clearly, we are very excited by the prospects of collaborating with an organization of this nature, and we'll be welcoming a LeasePlan Corporation-nominated director to our board after completion. Please turn to slide number seven. I've discussed a few of these points earlier in the presentation in the executive summary, but I'd like to highlight some of the particular strategic objectives achieved by this acquisition. As I said, our respective business portfolios are highly synergistic and complementary. The businesses combine expertise and strengths across different customer segments and product types. This means we can extend our customer base and introduce new products and services to those customers. LeasePlan is one of the several competitors we come up against regularly in the pursuit of new business, and we know its staff share our own strong customer-focused ethic. Obviously, we aim to tap into this extra knowledge and expertise that will become available to us upon completion. The increased scale would, of course, allow us to generate advantages in terms of procurement power as well as funding terms, and we'll be able to pass these benefits on to existing and prospective customers. We have told our shareholders over the years that we intend to increase the proportion of recurring income and diversify our funding methods, and this acquisition meets and actually accelerates our path towards both of those objectives. As to the integration process following completion, the proposed arrangement with LeasePlan Corporation gives us both flexibility in terms of services transition and a very attractive cooperation opportunity with a major global player. Please turn to slide number eight for an overview of what the combined entity will look like. As I mentioned at the start, the acquisition would create a highly compelling fleet management and leasing offering across Australia and New Zealand with a combined enterprise value of about AUD 2.5 billion. We would manage a combined 250,000 or so vehicles, including our U.K. business, and the total funding book would be about AUD 3.6 billion. Obviously, the vehicle number is an estimate only as the market is highly competitive and it can fluctuate over time. As you can see on the slide, we have started making progress with our securitization project. Obviously, the addition of a predominantly warehouse-funded book shifts the funding mix instantly and noticeably in the direction we set ourselves two years ago. That's another positive outcome of the acquisition. Please now turn to slide number nine. On this slide, you'll see in percentage the beneficial products and customer base impacts I referred to a little earlier. We retain a healthy mix of customers. In addition, the quality of the combined customer base increases and is further diversified by industry. The proportion of operating leases, which typically include a wider range of services than finance leases and of course managed-only arrangements, increases as a consequence of the acquisition. We also retain and further strengthen our offering to Novated customers. Please now turn to slide number 10 for a look at the combined fleet size. The Australian market is highly dynamic, and the combination will create a very compelling fleet management and leasing offering in this market. As I just said, the transaction will also enhance our offering to Novated customers. LeasePlan has a greater presence in New Zealand, so bringing the two businesses together there sees us also very well-placed in that market. In summary, we'll be in a better position in two markets that are highly competitive and dynamic. Please now turn to slide number 12 for a little more detail on the positive financial impact of this transaction. The majority of about AUD 20 million in available pre-tax run rate synergies per annum will be realized following the migration of LeasePlan's operations and systems. This is expected to occur during year three. Prior to that, we'll, however, be able to extract some cost synergies across a number of areas. Similarly, underlying cash EPS accretion accelerates post-migration from about 5% at the start to above 20% once we've achieved the operational and system migration. As I mentioned before, we'll see a very beneficial shift in the proportion of recurring revenue, which will account for 70% of total net revenue of the group, compared to 56% currently for SG Fleet. I know that many of you take a keen interest in that number and for the right reasons, so we are very happy to also make progress in this regard. In summary, the platform created for the combined entity puts us in a very strong position to grow and create shareholder value for the longer term. Please now turn to slide number 13 for a closer look at where the synergies will come from. The vast majority of synergies come from cost savings in areas of systems and processes, procurement, as mentioned before, and in premises and employment. There are also clear revenue synergies arising from more effective funding, an expanded product and services range, and our disposal product mix. Inevitably, there is some offset as a result of the occasional customer overlap, and we've certainly accounted for that in the way we've projected going forward. As just mentioned, significant synergy realization really kicks in after the system migration, which is expected to occur in year three, will require about AUD 9 million of CapEx to realize that net system integration. If you could now turn to slide number 15 for a quick update on how we've traveled since our half year results announcement about six weeks ago or so. Overall, the trends we observed at our half year results are still very much in place. The residual value environment continues to be very strong in Australia, New Zealand, and the U.K., and we don't see any evidence the reports of supply constraints will ease much before the financial year end. The lack of supply, though, has resulted in a greater number of extensions in our book, which of course means we are getting fewer vehicles back to dispose of. The Australian corporate business continues its strong performance from the first half. The challenge remains to fulfill the many orders coming out of the wins achieved. In Novated, the recovery and demand has continued in line with improving consumer sentiment, and we are now seeing the highest order level since the end of calendar year 2019. As is the case in corporate, the challenge is to get the cars to the drivers. This means that pipeline is growing very, very strongly. In the U.K., we are seeing signs that things will start to return to normal by mid-year. The business continues to achieve success in a number of areas. As is the case elsewhere, extension numbers are up due to the supply disruptions that we've been talking about. In New Zealand, the minor lockdowns have not really affected business levels, and the business continues to see a large number of opportunities in that market. Recent highlights there include further wins in the energy sector as well as the long-term recontracting of one of our marquee customers. As to the outlook for the remainder of the financial year, we continue to expect a strong second half. In F22, we expect growth across all revenue lines except for end-of-lease income as the residual value environment will probably start to normalize as we approach the end of this financial year. Please now turn to slide number 17 for more detail on the acquisition and the funding terms. The consideration price for the acquisition is a combination of cash and scrip. The cash payment is AUD 273 million funded through a new corporate debt facility, our own cash, and an underwritten rights issue. LeasePlan Corporation will also receive a 13% interest in the company post-dilution. The lease portfolio will be refinanced via a new securitization warehouse and the revolving facilities. The proceeds of that will be used to repay the existing AUD 600 million LeasePlan Australia securitization facility, as well as AUD 330 million in term debt with existing funders. LeasePlan will also receive pre-completion profits and surplus cash on the target balance sheet at closing. Turning now to slide number 18. This provides a bit more detail on what I just summarized about the funding of the acquisition. The value of the scrip issued to LeasePlan Corporation is AUD 113.9 million. The cash payment is made up of AUD 175 million in debt, AUD 11.7 million in cash, and AUD 86.3 million from the rights issue. There will be AUD 175 million in new syndicated acquisition debt facility. Turning now to slide number 19. This slide provides additional detail on the lease portfolio refinance. We will create a new AUD 1.1 billion securitization warehouse facility for Australia and a NZD 310 million warehouse facility in New Zealand. Receivables that are not able to be funded through the new warehouse securitization facilities will be funded via revolving cash advance and a vendor financing facility. The existing AUD 600 million LeasePlan Australia securitization facility will be repaid, as will AUD 330 million in term debt to existing funders. AUD 145.4 million in LeasePlan Corporation capital invested in the portfolio will also be returned. Turning now to slide number 20. Details of the equity raising can be seen on this page. At AUD 2.35 per new share, the offer price represents a very narrow 4.5% discount to TERP and a 5% discount to our last closing price. Our majority shareholder, Super Group, will be taking up its full entitlement of rights. Our directors have indicated they intend to participate in the offer. Please now turn to slide 21 for a look at the equity raising timetable. As you're all aware, we'll be conducting the institutional offer today, with the retail offer running from the 9th of April until the 23rd of April. Slide number 22 now, where we presented the pro forma consolidated balance sheet showing the impact of the transaction and the offer on our balance sheets as at 31 December 2020. Thank you, all. That now concludes the presentation. We're happy to take questions. Over to you. Thankyou. If you wish to ask a question, please press star one on your telephone and wait for your name to be announced. If you wish to cancel your request, please press star two. If you are on a speaker phone, please pick up your headset to ask your question. Your first question comes from Tim Lawson from Macquarie. Please go ahead. Hi, gentlemen. Thanks for taking my question. Actually, I have three questions. Just on the systems- Hi, Tim. How are you? Good. Thanks, guys. Just in terms of the systems across the two businesses, is there any overlap in the providers? Of systems? There would be overlap in non-core systems, obviously in some of the product. In the core systems, there's no overlap at all, and we'll ultimately be moving onto our systems. Second question, just in terms of the warehouse pricing, can you talk to us about how that compares to, for example, the recent ECX issue in terms of the funding cost? Look, the ECX issue was obviously a public issue. Ours, the pricing would be close, but obviously, being a private issue, it's not at the same level. We're comfortable with where the transaction is priced. We think that'll set us up in a good position to originate new volumes going forward. You would anticipate issuing into the ABS market from the warehouse as volumes demand? At the right time. These are substantial warehouses now. Across the group, we now will have effectively three securitization programs in place. At the right time, when market conditions are appropriate, once we have the book rated, we'll do that. That's probably not something that we'll undertake in the next couple of years. Okay. Just in terms of the sort of contracting across both groups, where you get procurement or other benefits, do any of the contracts sort of automatically pass that, I guess the synergy, but particularly that buying advantage or other advantages through to the customer? Ultimately, do you just get more competitive or in the absence of having to pass those benefits on, you just grab margin? A mix of both is the answer to your question. There would be some contracts in the book, some of the more strategic customers that may require passbacks. There's certainly an opportunity for benefits. Certainly, it does make us more competitive on the buy side as well, which is obviously an opportunity for us and our customers. Okay. Thank you. Thank you. Your next question comes from Chenny Wang from Morgan Stanley. Please go ahead. Hey, Chenny. How are you? Hey. Yeah, very well. Look, thanks both for taking my questions. Maybe I could just ask about the warehouse and how you're planning to use that going forward. Obviously, the LeasePlan warehouse sounds like it encompasses the fleet side. Yeah, how should we think about the usage of that warehouse versus P&A and a split for the combined entity? Yeah. Look, as we said a few years ago, our plan was to have about 30% of our business funded via securitization warehouse. This acquisition effectively gets us to that level. We're pretty comfortable maintaining it at that level. The business will continue to be funded predominantly by P&A arrangements, but now with some very substantial securitization warehouses alongside that. We're comfortable with the balance, and we'll look to maintain that going forward. Obviously, in the initial years post-acquisition, until we're on one system, each side of the business will continue with its current funding arrangements. We'll continue to grow our Autonomy warehouse that we implemented just before Christmas. Right. Then just in terms of sort of the existing LeasePlan warehouse, maybe it's just me, but who is funding that and what sort of triggered a new warehouse facility? They only had a smaller warehouse in the Australian business. They had no warehouse in New Zealand. We effectively had to raise two new warehouses to fund the full book. Plus some additional corporate debt facilities to deal with any ineligible assets that might not be able to put into the warehouse. Sure. Maybe just one last one. You guys sort of mentioned the potential for revenue synergies, but obviously haven't sort of quantified that. Could you elaborate on that? I think you mentioned in your wider product, services, and disposals model. Can you sort of elaborate on that and also give us a sense of how the SG Fleet product lineup does sort of differ to LeasePlan in those respects? Look, we've got a lot of very complementary product ranges. We do some things slightly differently. As you know, we sell all of our vehicles through our own disposal channel. They sell through the auctions. There's probably some opportunity for us there. They have certain procurement arrangements with vendors where there's some vendor arrangements there that are different to the way we do business. There's some opportunities there for us. We think across the board, if we build a model that has the best outcomes for the customers and the best breed sort of processes, we think there's synergy opportunities quite significantly across that. There are obviously other revenue synergies which we haven't built in much for at this point. We want to deliver them before we do that. There's some opportunity there as well. Okay, great. Thanks, guys. Thank you. Once again, if you wish to ask a question, please press star one on your telephone and wait for your name to be announced. Your next question comes from Yi- Chan Lee from Allan Gray Australia. Please go ahead. Good morning. Hi, good morning. Thank you, gentlemen, for taking my question. I would like to ask one information on your presentation, page nine, that you show LeasePlan has about 53% fleet managed. To what I understand, that should be off balance sheet, not funding on their balance sheet. On page eight, that LeasePlan has AUD 1.4 billion asset pool size, while they have AUD 1.2 billion lease portfolio funding mix on their warehouse. I'm just wondering, how do I reconcile this number? Is that correct number for number on page nine? The AUD 1.2 billion lease portfolio will relate to the operating leases and the finance leases, on page nine. The fleet managed is not funded. When you say it's off balance sheet, it's actually not funded at all. There's no funding for it anywhere. I think maybe that's the misnomer. With the fleet managed, the customer funds the asset themselves. Yep. Do you mean that, on page eight, if I should consider all the fleet managed by LeasePlan should be around 200,000? 200,000 units? 200,000 units. Is that right? No. LeasePlan's got 102,000 units, of which 53% are fleet managed. 54,000 odd fleet managed assets from a whole fleet of about 102. Okay. Yeah. Okay. Thank you for your answer. Yeah, I will think about it. Thank you. Thank you. Thank you. Your next question comes from Marcus Burns from Spheria Asset Management. Please go ahead. Morning, Marcus. How are you? Good. I'm really well, thanks. How are you? Thank you. Robbie, can you just give us, there's one thing missing from the presentation, which is the P&L of LeasePlan. I'm sure it's probably a fairly complicated finance structure, but is there any insight you can give us in terms of the basics on that? Can we get that published? Yeah, look, the P&L, obviously, the way their business is funded, and given that they're bank-owned, their balance sheet structure was in compliance with European capital requirement laws. We didn't include the P&L because it had to be heavily normalized in order to present the number that we included. We expect their business to produce some underlying NPAT of AUD 27 million for calendar year 2021. Obviously, we have to take their balance sheets. There's significant intercompany charges and transfer pricing that happens between the local business and the offshore parents. On top of it, strip out their interest costs based on their securitization program and the intercompany funding that they have, and then overlay the interest costs of our two new warehouses. It's really chalk and cheese. If you pick up LeasePlan Australia's set of accounts, they'll be completely meaningless to what they're going to look like under our ownership. At this point in time, we're giving you a headline NPAT number for calendar year 2021, which is their financial year. That's all we've got to work with at this stage. Okay. Sorry, that AUD 27 million with calendar 2021 based on current run rate, I guess, and forecast, is that right? Yeah, correct. Okay, great. That's it from me at the moment. Thanks. Sorry, one other question. On the CapEx side, you've called out the AUD 9 million or so CapEx to integrate the businesses into, obviously, your system eventually. Are there any other one-off items or large items that you'd like to occur? Yeah, look, obviously, these kinds of synergies come at a cost. There will be restructure costs as we crystallize the synergies over time. We'll identify those and call them out as they happen. Okay. Thanks, guys. Thank you. Ladies and gentlemen, once again, this will be your last opportunity to register for a question by pressing star one on your telephone. We will pause as we wait for participants to join the queue. Your next question is a follow-up question from Chenny Wang from Morgan Stanley. Please go ahead. Hey, guys. I thought I may just ask, I guess, two more questions just to clarify. In the deck, you also mentioned negative synergies but are expected to be immaterial. Can you give us some sense of what exactly those are? Sure. We've got a couple of customers where we are panel customers, where both LeasePlan and SG Fleet are providers to those customers in different capacities. We've worked on the assumption that one of the two of us will have to step off those panels going forward. We've factored that into our numbers as a negative synergy. It's not material. Sure. When you say you factored that as a negative synergy into numbers, are you talking about into that AUD 20 million? Or are you talking Yeah, is that? Yes, the AUD 20 million is the net number. Okay, cool. Maybe just one last one from me. You sort of mentioned about the supply environment in the trading update section. Would you be able to give us some color around how those lead times have maybe trended versus- Sure when you guys were predicting in mid-February? Sure. No problem. Look, I think more of the same is probably the honest answer. Some markets have probably got a bit of stock in, others have got tighter. Overall, the market continues to be very tight for stock. I was talking to one of our other guys a couple of days ago, early in the week, and we're just watching our order bank grow and grow and there's some OEMs we just can't get stock of to deliver. We think the problem is still out there for a while. It will exacerbate. It's not a forever thing. These things always sort themselves out, and that's why we're saying, we're not sitting here and saying, "This crazy secondary market will continue in the way it's been forever." At the moment, it absolutely is. Okay, cool. Thanks, guys. Thank you. Thank you. There are no further questions at this time. That does conclude our conference for today. Thank you. Thank you very much. Thank you. Thank you. All the best. Bye-bye.
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