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Capital Raise

May 18, 2023

Operator

Thank you for standing by. Welcome to the Conference Call for AUB's Equity Raising. All participants are in a listen-only mode. There will be a presentation followed by a question-and-answer session. If you wish to ask a question, you will need to press the star key followed by the number one on your telephone keypad. I would now like to hand the conference over to Mr. Mike Emmett, CEO and Managing Director of AUB Group. Please go ahead.

Mike Emmett
CEO and Managing Director, AUB Group

Thank you. Good morning, and thank you for joining us today. This morning, I'd like to provide you with an update about the continuing strong trading performance for AUB Group and to upgrade the guidance range for financial year 2023 underlying net profit after tax. I'd also like to notify you that we will not be progressing with the sale of 50% of the Tysers U.K. Retail business to PSC Insurance. As a result, we're this morning launching an equity raising comprising a AUD 150 million underwritten placement together with the Share Purchase Plan of up to AUD 15 million. I'll now discuss these items in more detail and refer you to slide nine of the investor presentation pack distributed earlier today. Over the past four years, AUB Group has been successfully delivering against our strategy to very pleasing effect.

Strong growth in gross written premium, which has risen by 33.1% CAGR, has supported high revenue growth. This, coupled with margin expansion of 440 basis points over the same period, has delivered pleasing underlying profit and EPS growth for shareholders. All parts of AUB Group are performing very well, with the continued execution of accretive M&A providing further impetus to this profitable growth and a strong pipeline of future M&A opportunities ahead of us. As a result of continuing momentum across the AUB Group, we are upgrading our guidance for FY 2023 underlying NPAT to a range of AUD 120 million-AUD 124 million, up from the previously announced range of AUD 112.9 million-AUD 121.4 million.

The key drivers of this upgrade are as follows: The legacy components of AUB Group are all performing very strongly, with pleasing organic growth across every business. Tysers Wholesale is performing ahead of expectations, and bolt-on and step-up acquisitions made during financial year 2023 are contributing to profit growth. This is partially diluted by the impact of some strategic disposals we've made earlier in FY 2023. There is no impact on the upgrade from our decision to retain 100% ownership of Tysers U.K. Retail. This is because our assumption is that the incremental profit for May and June would have been offset by the reduced interest costs we would have enjoyed. Tysers is performing ahead of AUB Group expectations, with cost synergy realization on track and revenue synergies to flow in financial year 2024.

Tysers revenue is 9.6% ahead of AUB Group forecasts for the first six months of ownership to March 2023, and the EBIT margin continues to improve, having exceeded 22.5% over these six months, up from the 20.4% in the quarter end of December, and progressing well toward our previously communicated medium-term margin target of 30%. Following considerable discussions with PSC Insurance Group regarding the potential Tysers U.K. Retail JV, AUB has decided not to sell 50% of the U.K. Retail business to PSC. Tysers U.K. Retail is a highly attractive business with meaningful scale, deep client relationships, and strong organic and inorganic growth potential. Tysers U.K. Retail now operates as a separate legal entity with strong leadership and a separate board.

Retaining this also results in strong strategic alignment with the Tysers Wholesale business and the rest of the AUB Group. Had we proceeded with the sale of 50% of Tysers U.K. Retail, AUB would have received AUD 100 million and used these proceeds to support a strong pipeline of acquisitions. Due to our decision to retain 100% of Tysers U.K. Retail, we are launching a fully underwritten AUD 150 million institutional placement and a non-underwritten Share Purchase Plan targeting up to AUD 15 million. AUB expects to continue to pay dividends of between 50% and 70% of underlying net profit after tax, and expects leverage of less than 2 x by 30th of June, 2023, assuming the net proceeds of AUD 150 million from this raising, together with the strong cash generative nature of the business.

The impact from the deployment of capital in bolt-on acquisitions. On slide 10, we highlight the outstanding gross written premium growth and EBIT margin expansion that has underpinned AUB Group growth over the past four years and the various strategically focused and accretive acquisitions we've made. We summarize in the top left that all parts of the group are performing very well, either meeting or strongly beating our ambitious expectations. During the first half of financial year 2023, these businesses contributed to outstanding underlying net profit after tax growth. 32.6% over the prior year, excluding the additional positive impacts of the Tysers acquisition. Slide 11. As mentioned, the AUB Group has delivered strong and accelerated underlying net profit after tax growth of 17.1% CAGR over the past four years, and EPS growth of 14.3% CAGR over the same period.

The AUB Group is now a highly diversified business with significantly increased scale, a broader footprint, and investment in complementary businesses that support our commercial insurance clients wherever they may operate. On the top right of this slide, you will note that as a consequence of the continued strong momentum in the business, this will be the third in a series of guidance upgrades this year. Slide 12 highlights Tysers overall performance for the first six months of ownership to 31 March 2023. Pleasingly, on a constant currency basis, revenue is 9.6% ahead of our initial forecasts. The positive contributions to growth in wholesale coming from marine and aviation, contingency and entertainment, and international property and casualty, which includes Australia and New Zealand. While Tysers retail is also growing strongly.

As mentioned, the EBIT margin strengthened to above 22.5% over the six month period, up from 20.4% over the December quarter, which is what we announced the February results. On the right of the slide, we've included information about the income mix for Tysers, where you'll note that 16% of Tysers income is from U.K. Retail. An important element of the past 6 months has been embracing the strong pool of talent in Tysers. We are pleased to have implemented an LTI scheme that aligns the interests of a large group of senior brokers with AUB Group's interests over the next three years. Slide 13 describes Tysers U.K. Retail performance in more detail.

The bar graphs reflect that the strong growth in GWP of 12% CAGR has translated into revenue growth of 13.8% CAGR. This income is spread across a broad spread of customers with low customer concentration. Over the past six months, we've created a separate legal entity to house all retail operations and teams. Retail is led by a strong and experienced U.K. retail leadership team. A separate board for the retail business has been put in place. In addition, AUB is establishing a new global retail leadership structure comprising the AUB broking leaders in Australia, New Zealand and the U.K. to enhance our retail operations across these geographies. We see the Tysers U.K. retail business as highly attractive and synergistic with the rest of the AUB Group. We are excited to continue to own 100% going forward.

Slide 14 is the same slide used in the AUB results presentation in February, showing Tysers synergy plans and progress. Specifically, we anticipate achieving cost synergies of AUD 15 million per annum and expect these to be fully implemented on a run rate basis by December 2023. The full benefit will flow into 2024. As at the 31st of December 2023, we had already implemented the equivalent to AUD 5.1 million of annual run rate savings, which will flow through the calendar year 2023. Revenue synergies of AUD 10 million have also been identified, the implementation of these is well underway, with first financial benefits to be achieved in early FY 2024, with full implementation of these anticipated by July 2024. At the top left of slide 15, I'd like to draw your attention to two observations.

Firstly, you'll note that the organic growth rate of AUB Group has increased consistently over the past few years. With this continuing into FY 2023, which is not shown on this slide. You'll also note that acquisition growth has been an important complement to the strong organic growth. At the bottom left of the slide, you'll see the profile of acquisition spend over the past four years. Please note this excludes the Tysers acquisition, as well as any disposals we have made over this period. Our M&A pipeline remains very strong, and in FY 2023, we anticipate having made a record number of bolt-on and step-up investments. Given our decision to retain 100% of Tysers U.K. Retail, we are raising capital in order to refresh our capacity to continue making acquisitions in FY 2024 and beyond, as well as to reduce our leverage.

At the end of March 2023, our leverage ratio was 2.57 x, and we had AUD 59.8 million of cash and undrawn debt available. As a result of the equity raise, together with the inherent strong cash generation of the business, we anticipate the leverage ratio will reduce to less than 2 x and available cash and debt will be AUD 250 million, providing strong capacity for continued acquisitions in future. Slide 16 describes key elements of the equity raise. We are launching a fully underwritten institutional placement to raise AUD 150 million.

6.25 million shares will be issued, representing 6.2% of issued share capital under AUB's existing placement capacity. The offer price of AUD 24 per share represents a 7.2% discount to the last closing price and a 9.3% discount to the five-day volume weighted average trading price. AUB will offer eligible Australian and New Zealand shareholders the ability to participate in a non-underwritten Share Purchase Plan targeting up to AUD 15 million. Shares offered under the SPP will be at the same offer price as the placement. The equity raising timetable is reflected on slide 70 for your information. Thank you. I'll now hand back to the moderator for questions.

Operator

Thank you. 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're on a speakerphone, please pick up the handset to ask your question. Your first question comes from Tim Lawson with Macquarie. Please go ahead.

Tim Lawson
Division Director and Equity Research Analyst, Macquarie Group

Hi, Mike. Thanks for taking my questions. Just a few. In terms of the six month margin that you've called out, it implies the March quarter is ahead of what you reported for that December half, which is obviously from that December quarter. Can you talk to any seasonality we should be thinking about, and that improvement, whether it's coming from organic growth or synergies, would be great. Thank you.

Mike Emmett
CEO and Managing Director, AUB Group

Yep. So Tim, the January to March quarter in Tysers is the, from a wholesale point of view, is the highest revenue quarter across the year. But it is not significantly seasonal. Broadly, if you took their revenue as AUD 200 million a year, just for round numbers sake, it would be about AUD 48 million a quarter, four quarters, you know, using our quarter numbers, one, two, and four, and then the balance in quarter three. Yes, part of the... The reason that we said over 22.5%, we've attempted to, you know, slightly normalize. The 22.5% you can take as the underlying margin accepting seasonality.

Tim Lawson
Division Director and Equity Research Analyst, Macquarie Group

Yeah. Okay. That's clear. It may be too early to ask this question, but you had set a sort of 30% medium-term target for Tysers. Does retaining the, what was going to be part of the joint venture of that, the retail component, sort of makes you reconsider that number either through an impact from scale or mix of business?

Mike Emmett
CEO and Managing Director, AUB Group

Good question, Tim. I think too early to say. You know, the only thing I'd say is we're making pleasing progress. I don't think last May I'd have anticipated that we'd be saying now we're running at above 22.5% margin. Given where we were then, I think they were running at a 6% margin. I think we're making pleasing progress. We can see the, you know, a lot of work to be done, but the 30% in our sights. You are correct. I think, you know, you would think that optimizing retail would mean that, you know, we could possibly accelerate our achievement of that medium-term target.

Tim Lawson
Division Director and Equity Research Analyst, Macquarie Group

Yeah. Just a final question from me. I suppose you've called out that gross 149 to the bolt-ons. You have recycled sort of some network members where you haven't matched external bids. Just trying to understand maybe the materiality of that against that 149, and just the earnings yield on the exits versus the cost of debt.

Mike Emmett
CEO and Managing Director, AUB Group

Yeah. Probably a question, you know, I'd prefer to go into in more detail at the full year results, where we'll talk to what the net growth is in underlying profit from acquisitions, which will be net of disposals versus organic. Short answer is, as you'd expect, you know, the disposals we're making generally are lower return businesses than the acquisitions we make.

Tim Lawson
Division Director and Equity Research Analyst, Macquarie Group

Yeah. It's fair to say that the multiple you're earning on the exits also is higher than what you're applying to the acquisitions?

Mike Emmett
CEO and Managing Director, AUB Group

Given who might be listening, I probably won't comment.

Tim Lawson
Division Director and Equity Research Analyst, Macquarie Group

Okay. Thank you.

Operator

The next question comes from Elizabeth Miliatis with Jarden. Please go ahead.

Elizabeth Miliatis
Equity Research Analyst, Jarden

Good morning, and thank you for taking my questions. The first one's just on the retail business and, just, you know, why you're wanting to retain that. Not why you're wanting to retain it, but sort of what drove, to the decision to retain it. I think somewhere in your presentation pack, you've flagged that you had actually decided to step away from discussions, but just wondering, was it, you know, a discussion of price or the core business of the retail business, or what was really the key decision, driving there?

Mike Emmett
CEO and Managing Director, AUB Group

Yeah. From our perspective, right, obviously, you know, wanting to be. I would emphasize, PSC were fantastic in the course of the process of negotiating this. You know, I think really where we got to is, you know, we feel uncomfortable characterizing other people's strategies. I think fundamentally, they wanted to be 100% owners of the business, and we didn't want to fully exit the business. I think that was really the fundamental difference of opinion. There were other items still to be, you know, still being discussed and, you know, points of difference. However, that was the fundamental one, which is. You know, just as a reminder, Elizabeth, I think fundamentally, we didn't want to exit retail in the U.K.

We, you know, we crafted a deal that we felt would make the balance of the market context with, you know, Russia rolling tanks onto the Ukraine's front lawn, a large offshore acquisition, dare I say, the Slater and Gordon market effect. We constructed a deal that we felt would be, you know, represent a balance of risk and return to shareholders and therefore would, you know, meet their risk appetite. We always felt the retail business in the U.K. is a very, you know, high-performing opportunity, and therefore why we didn't want to exit it fully. You know, that's really the context of it.

We, you know, the key unresolved item that we couldn't get resolution on was PSC's desire to own 100% of the business and our desire not to relinquish ownership of the business.

Elizabeth Miliatis
Equity Research Analyst, Jarden

Okay, got it. Just a follow-on question on that. You've kindly provided us with the six month revenue numbers, for Tysers or, you know, by the key buckets. If you sort of back solve to the March quarter for the retail business, it does seem that relative to your initial expectations, things aren't, you know, as robust as they were perhaps, at the start of that six month period, so in the December quarter. Is there anything, you know, in that that we should be reading into or, perhaps some seasonality or?

Mike Emmett
CEO and Managing Director, AUB Group

No. It's actually purely about our own forecasting conservatism. As you'd imagine, in October, our forecast for the first quarter of ownership of a large complex business was more conservative than our second quarter forecast, which is then, you know, a bit more conservative than our third quarter forecast. I think there's just an element of conservatism built into that first quarter where frankly, we intentionally built in more contingency into our estimates than turned out to be necessary. I think just good, sensible, conservative forecasting. It's the same reason why the, you know, the range in our guidance is, you know, reduces over time. In November, we were asked why the range was, you know, quite large.

Well, the reality is, you know, more moving parts, you know, larger uncertainty and therefore a bigger range. As we progressed through the year and we've seen better performance, particularly from Tysers, we've narrowed the range feeling more confident, you know, in the accuracy of our forecasts.

Elizabeth Miliatis
Equity Research Analyst, Jarden

Okay, got it. The difference in the December quarter is much larger versus March, that all makes sense. Just one final question. Just on that, AUD 149 million of bolt-on acquisition spend you've got for FY 2023. Are you able to give color as to how much you've already done or is sort of already captured within the first half numbers and what, you know, we should expect in the second half? Also, you know, are there any particular areas that you're looking to make those bolt-ons, you know, potentially the strata business or?

Mike Emmett
CEO and Managing Director, AUB Group

I'll answer those two separate questions. I'm oversimplifying and rounding, you know, roughly first half acquisitions and bolt-ons were about AUD 90 million and the second half AUD 60 million. That's the split of the AUD 150 million odd, with some of the AUD 60 million still to be spent in the last two months. That is the forecast. In terms of your second question, you know, great question. I think on the one slide where we show all the logos of the acquisitions we've made, every one of those logos, what we don't do is, you know, buy businesses that ring us up and say, "We're for sale." We target businesses that we'd like to invest in because they complement our portfolio of businesses.

There are times when we make what we describe as strategic investments. The two key strategic investments we've made over the last year, the Tysers and BizCover, they represent new verticals in our, you know, business landscape, if you like, in our, in our operating model. The rest of the acquisitions are all links to specific capabilities that we need either because of scale or because of, you know, product or geography, et cetera. So, you know, SURA or 360 or et cetera, et cetera. So, the acquisitions we're making are all about increasing agencies, particular, specialty areas in broking in Australia, building out our broking scale in New Zealand, and then, you know, I'd anticipate some bolt-on acquisitions in retail in the U.K.

Those represent broadly the, you know, the ways in which we would deploy capital over the next 18-24 months.

Elizabeth Miliatis
Equity Research Analyst, Jarden

Okay, thank you so much.

Mike Emmett
CEO and Managing Director, AUB Group

My pleasure.

Operator

The next question comes from Siddharth Parameswaran. Please go ahead.

Siddharth Parameswaran
Executive Director and Equity Research Analyst, JPMorgan

Good morning, Mike. A couple of questions. Just maybe if I could just ask about the strategy with the retail business in the U.K. Given that you don't have a partner now who had perhaps more experience in the, in the retail broking market in the U.K., does this change your, you know, how much scale you think you need in the U.K. in this segment? Like, I mean, would you seek more scale on the retail side? Does the fact that you don't have somebody else who perhaps has experience change your approach to managing this business at all?

Mike Emmett
CEO and Managing Director, AUB Group

No, I think. Well, some of the items I referenced earlier, I think we wouldn't have set up a global retail leadership structure if we'd proceeded with it. I guess there's a bit where effectively we do see ways. Interestingly, we see ways in which our Australian and New Zealand retail businesses could, you know, benefit from understanding some of the things that the Tysers U.K. Retail guys do. The first thing is, yes, there will be some capacity consumed from our respective Australia, New Zealand and U.K. retail broking leaders as they work together on a, you know, at a group level. You know, effectively, Tysers Retail is a mid-size broking group. They have the right scale. What they lack is greater geographic distribution.

The opportunities are for us to effectively buy branch bolt-ons that match their product and customer mix. They tend to have quite a lot of high net worth customers. They tend to have quite a lot of, you know, some specialty areas around certain industries in the SME and mid-market space. You know, simple logic would say, well, if you've got four branches with commonality around industry and segment of customer, then buying a branch in, you know, further north, Northern England or, you know, West England, et cetera, et cetera, or even into Scotland and Ireland, those are perfectly plausible, you know, bolt-on acquisitions that you're buying geographic footprints effectively. That's the most likely way in which we would expand there.

I would emphasize, we've got a very strong operating leadership in Tysers retail, and we've done all the heavy lifting around, you know, separate legal entity. We've transferred all the assets in. We've, you know, in the U.K., there's a process called TP, which is, you know, the transfer of employment of teams. All of that piece has been done. There's a new separate, you know, Tysers retail board, which includes, you know, I'm on that board, for example. You know, we literally are establishing and we'll, you know, run the first of these global retail leadership pieces. It's just a different approach. We probably would have had a more hands-off approach to it had we proceeded with the JV. I don't think it's anything to do with, you know, limitations around scale, et cetera.

Siddharth Parameswaran
Executive Director and Equity Research Analyst, JPMorgan

Yeah. Okay. Okay, that's quite helpful. Maybe just an additional question then just on the runway from here for further acquisition. I mean, I think you say you've got AUD 250 million of cash and debt capacity to do them post the raising. I was just wondering if you could perhaps just help us understand where you're most likely to deploy that capital. Is it, you know, is it expanding more of this retail side? Is it in Australia? Just maybe some comment on differences in multiples if there is more to be spent in the U.K.?

Mike Emmett
CEO and Managing Director, AUB Group

Yeah.

Siddharth Parameswaran
Executive Director and Equity Research Analyst, JPMorgan

Also just where multiples are currently in Australia.

Mike Emmett
CEO and Managing Director, AUB Group

Those are not a comment on sequence, but effectively what I was trying to get across when I was answering Elizabeth's question was this, which is effectively the prioritization or weighting in terms of the deployment of capital. It would be agencies, and I say agencies because of, you know, we wanna grow that in Australia and in New Zealand, but we do see opportunities to expand in agencies in the U.K. as well. There's agencies across all three territories. There's specific specialty broking businesses in Australia where we've identified particular products or industries where we'd like to bolster our capability and scale. They're particular, very clear, targeted businesses that we'd be interested in investing in. There's general broking scale in New Zealand that we'd like to, you know, invest in to increase our scale there.

Then there is bolt-ons, as I've just described in the U.K., around retail. Then there are key teams. I'd say teams, not necessarily team lifts, but certainly there are some scale capabilities that we would either buy smallish niche teams or businesses in the U.K. around wholesale. Those represent the, you know, there's some areas around particular niche reinsurance capabilities, et cetera. It's really around we, you know, I describe it as a jigsaw. I'm sure it's more technically a matrix, but effectively, they're gaps that we've identified in our portfolio. One lens is geographic, one lens is product, one lens is industry, and we are, we're trying to plug those gaps by, you know, through investment and acquisition. That's the...

If I were talking in terms of, you know, implied sequencing, then that's the way we'd deploy the capital. I think the other point about it is, you know, at the moment, you know, debt is expensive. You know, our debt facility is not a cheap one. There are also, you know, part of this is, you know, as we've mentioned in the, in the presentation, as at the end of June, we'll have roughly AUD 250 million of cash and debt headroom. That also reduces our short-term cost of debt. That gives us opportunities, but it's really taking an 18 - 24 month view of opportunities ahead of us and, you know, factoring in, you know, the cost of debt and the, you know, the current market context.

Siddharth Parameswaran
Executive Director and Equity Research Analyst, JPMorgan

Yeah. The question that I asked just about the multiples, just in those different regions and versus history.

Mike Emmett
CEO and Managing Director, AUB Group

Well, at a headline, you'd say that multiples in the U.K. are higher than New Zealand, which are higher than Australia, if you were ranking them. I think that, you know, I think the range of EBIT multiples is 7.5-15 across all three territories. We don't buy things at 15. Right? I think, you know, there's a big range, and it's really up to the acquirer to find ways in which, you know... I like to fish in a, in a quiet part of the lake where, you know, there's not a lot of noise and chatter and, you know, competition, frankly.

Siddharth Parameswaran
Executive Director and Equity Research Analyst, JPMorgan

Yep. Okay. Thank you. Thank you very much, Mike.

Operator

The next question comes from Olivier Coulon with E&P Financial. Please go ahead.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Hi, guys.

Mike Emmett
CEO and Managing Director, AUB Group

Hi there.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Can you hear me?

Mike Emmett
CEO and Managing Director, AUB Group

Yes, we can.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Perfect. Thanks. Obviously a lot of questions answered already. I guess, maybe some follow-ons, you know, down the track on some of those. The, you know, in the U.K. agencies, when do you think you'll get enough scale to kind of roll those out potentially organically, not just by acquisition?

Mike Emmett
CEO and Managing Director, AUB Group

I might not be fully understanding your question, Olivier.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

I suppose like in Australia. Yeah.

Mike Emmett
CEO and Managing Director, AUB Group

About 2/3 of our agency growth is coming from organic expansion versus 1/3 from acquisition.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Yes, but, sorry, in the U.K. specifically-

Mike Emmett
CEO and Managing Director, AUB Group

Oh, sorry. Okay.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Are you well away from the point where you'd be able to roll any out organically, or you think you need to grow distribution first before you can kind of augment acquisition growth in agency through organic kind of rollout effectively?

Mike Emmett
CEO and Managing Director, AUB Group

At the moment, there aren't any agencies in the U.K. Tysers has five agencies, none of them in the U.K. It's hard to grow something organically from nothing, I guess, especially as your first one. Interestingly, it's much easier when you own a wholesale broker. Certainly what we're working on. I don't want to make it sound easy or hard, the fact is the higher return, higher probability pieces are going to come from us expanding our the agencies that Tysers currently supports, you know, their customer agencies, if you like, and us leveraging that capability to deploy new agencies ourselves into Australia and New Zealand, where we've got significant distribution scale. That's an easier, quicker return proposition, that's where we're concentrating.

I think as a general principle, you know, you'd imagine that what we'll do is, now that we've made the decision to retain Tysers retail, we'll work through as we do in Australia and New Zealand, we'll work through all of Tysers retail products. We'll identify where we think agencies and binder propositions are appropriate. We'll then explore, do we buy or do we build? Pretty much the early stages of what we've done in Australia, we would replicate there around agencies.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Okay. Yep. Terrific. Sorry, in terms of the FY 2023 bolt-ons, can you give us some sense as to how much of the contribution of those 149 is actually captured in FY 2023? How much spills over into FY 2024, so to speak? Then I guess the follow on from that is, you know, if we look at your last couple of years, you know, there's obviously been a range of capital deployment in bolt-ons, ex-Tysers. You know, is there some sort of range that you'd be comfortable saying that you'll, you know, most likely deploy in FY 2024?

Mike Emmett
CEO and Managing Director, AUB Group

I think the first I mean, I'm oversimplifying. You, you could imagine that we're paying an average consistent multiple and some are, you know, earlier I said the first half we spent AUD 90 million, second half AUD 60 million. You can imagine therefore that, you know, 2/3 of the AUD 150 million will roll through in the second half, and the majority of the AUD 60 million will roll through into FY 2024. That's probably a reasonable assumption. I think in terms of your second question, it's a good one. I mean, I think our best bet, I would not have said to you a year ago that we would spend AUD 150 million in FY 2023 on bolt-on, I just never expected that. It is higher than we anticipated.

Yet where I sit today, I see more opportunity rather than less opportunity compared to what we saw last year. It's a very hard question to answer, Olivier. I think our view is that as long as we remain disciplined and focused on buying good quality businesses with a mid-tier risk profile that complement our existing footprint of businesses, that we are comfortable we can improve the EBIT margins. We can do that at a pace that doesn't jeopardize or compromise the rest of our business, then we should keep doing that. If that means spending another AUD 150 million in the next year. However, our assumption is that the AUD 250 million of cash and debt headroom at the end of June gives us capacity. You know, we're certainly not anticipating an annual capital raise to fund the year ahead of.

You know, this is a beyond 12 months, you know, capacity. We don't have a fixed number because it's more, it's more linked. I mean, you know, some of these transactions that we, you know, we've done recently, you know, we started working on those two years ago. You just don't know how, you know, is it gonna be a six month date to marriage or is it gonna be, you know, 16 months?

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Understood. Final question. Just in terms of obviously, you know, the transaction should materially deleverage you. Is there any matrix in your current debt facility where, you know, that automatically leads to a lower margin? Or is there a potential to kinda reopen the discussion with your lending syndicate to kinda reduce that margin?

Mike Emmett
CEO and Managing Director, AUB Group

I don't want to distract the discussion and purpose of the briefing today. I mean, fundamentally, as you'd expect, when your leverage is below two in the current market environment with, you know, a strong trajectory of performance and a cash and debt headroom of AUD 250 million, it gives you options around, you know, when and how you renegotiate elements of your debt facility. You know, we've acknowledged that our debt facility is not a cheap one. The current debt facility is not a cheap one. You know, clearly, as you'd expect, We continuously are exploring ways in which we can optimize our return on invested cash and our cost of debt.

You know, that is one of the factors around why a capital raise is helpful and, you know, a lower leverage ratio gives us, you know, options.

Olivier Coulon
Executive Director and Small Caps Equities Research Analyst, E&P Financial Group

Yeah. Okay. Perfect. Thanks for that. Congratulations on, you know, the upgrade. Obviously, business is performing very strongly.

Mike Emmett
CEO and Managing Director, AUB Group

Thank you very much. Really can't hear.

Operator

The next question comes from Scott Hudson with MST. Please go ahead.

Scott Hudson
Senior Research Analyst, MST Financial Services

Morning, Mike. Just a couple of quick ones. In terms of the Tysers Retail JV, can you just maybe frame the margin of that business relative to the, just the wholesale business? How does it compare?

Mike Emmett
CEO and Managing Director, AUB Group

We probably will give more, you know, clearer detail about that in the August result. Having said that, I think it's safe to say the retail business operates at a higher margin than the wholesale business. We're not, you know, I think it's premature for us to disclose that split.

Scott Hudson
Senior Research Analyst, MST Financial Services

Okay. Fair enough. Just in terms of the, I guess the EPS neutral impact of the capital raising, is that on an FY 2023 or 2024? I'm just trying to sort of what period are you looking at from a, from EPS neutral perspective?

Mike Emmett
CEO and Managing Director, AUB Group

That's a good question, actually. Mark, are you able to jump in on that one?

Mark Shanahan
CFO, AUB Group

Can you please repeat the question, Olivier? Oh, sorry, Scott.

Scott Hudson
Senior Research Analyst, MST Financial Services

Yeah. I was just When you say the impact of the raising is EPS neutral before the deployment of the capital for bolt-on acquisitions. I was just trying to work out what period you're referring to.

Mark Shanahan
CFO, AUB Group

A full year period.

Scott Hudson
Senior Research Analyst, MST Financial Services

Full year period.

Mark Shanahan
CFO, AUB Group

Projected current year profits for the base.

Scott Hudson
Senior Research Analyst, MST Financial Services

I gotcha.

Mark Shanahan
CFO, AUB Group

Number of shares on issue previous raising and then looking at the impact it would have.

Scott Hudson
Senior Research Analyst, MST Financial Services

Understood. Appreciate it. That's all I have for now. Thanks.

Operator

Once again, if you wish to ask a question, please press star one on your telephone and wait for your name to be announced. Just pause momentarily for any more questions to enter the queue. The next question comes from Julian Braganza with Goldman Sachs. Please go ahead.

Julian Braganza
Executive Director, Goldman Sachs

Good morning, guys. Just a couple of questions from me. Firstly, just in terms of the cost and revenue synergy profile that you've obviously provided today, which is unchanged. Can I just confirm, does that include the full benefit of obviously owning Tysers Retail at 100%? Are there any incremental cost and revenue synergies that could come through as a result of that?

Mike Emmett
CEO and Managing Director, AUB Group

Yes, there are. The cost and revenue synergies that we highlighted purely relate to wholesale. Well, they relate to wholesale and the back office. The Tysers Retail business that's been, you know, carved out and that, we would've sold 50% of, none of the cost or revenue synergies related to that business. It is feasible owning 100% that there will be opportunities for us to improve the margin in that business. None of the synergies relate to Tysers Retail.

Julian Braganza
Executive Director, Goldman Sachs

Okay. Great. Excellent. In terms of Just on that investigation. Clearly, I mean, you particularly at the bottom there that the U.K. Serious Fraud Office isn't taking any action. In terms of the timelines around the Department of Justice and that particular investigation, is there any new update on that since we last talked?

Mike Emmett
CEO and Managing Director, AUB Group

No. you know, I think as we, as we alerted everyone last May and then again in, you know, in the subsequent updates, these are multi-year processes that, you know, you get very little visibility into. you know, I think it's a material item, and so any progress, we would update the market about specifically.

Julian Braganza
Executive Director, Goldman Sachs

Okay. Great. Excellent. Thanks so much for that.

Mike Emmett
CEO and Managing Director, AUB Group

Pleasure. Thank you.

Operator

Once again, please press star one on your telephone and wait for your name to be announced if you wish to ask a question. There are no further questions at this time. I'll now hand it back to Mike for closing remarks.

Mike Emmett
CEO and Managing Director, AUB Group

Thank you very much. Thanks again for listening in today. In summary, all parts of AUB Group are performing very strongly. Tysers performance is exceeding our expectations, and the Tysers U.K. Retail business is a quality business with strong growth potential. We've got a strong pipeline of acquisition opportunities we can pursue over the next 18 months. The equity raise provides us with very strong capacity to continue pursuing this pipeline of acquisition opportunities, and we're very bullish about our current performance and our future. Thank you very much, and I hope you have a lovely day.

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