Thank you. Good morning and welcome to everyone on the call. This morning, Lindsay Australia is pleased to announce the acquisition of SRT Logistics based in Tasmania. I'm joined today by Lindsay's CFO, Justin Green, and Rob Miller, the MD and CEO of SRT Logistics, to take you through the details of the acquisition, the strategic rationale, and how combined business will deliver positive results for shareholders, customers, and employers. We will shortly go through the presentation that was launched at the ASX this morning, after which we'll take questions. I'd like to start by acknowledging the traditional owners of the land on which we are located. We are presenting today from the SRT head office near Hobart, the traditional home of the Palawa people, and I'd like to pay my respects to their elders past, present, and emerging.
We are delighted to announce that Lindsay Australia has entered into a binding agreement to acquire 100% of SRT Logistics. This was a target acquisition for Lindsay's. It is strategically on point and ticks all our key acquisition criteria. SRT is in a market we know and a region we like. It has a comprehensive and high-quality service and operating model that has delivered 12% revenue CAGR over the last three years and return on invested capital above 25%. It generates strong returns and offers positive extend and connect opportunities for both Lindsay and SRT customers. Importantly, it has a highly capable and well-respected management team with long and deep experience in transport and logistics, overseeing a culture that is very consistent with Lindsay. We are acquiring the business for a headline value of AUD 108.2 million, which will deliver circa 15% earnings per share accretion on a pre-synergies basis.
The EPS improvement is based on Lindsay forecast FY 2025 EBITDA of between AUD 80 million-AUD 82.5 million. As advised at our half-year result, our performance has been negatively impacted by weather and the growing conditions in our home market of Queensland. This acquisition is a key step in diversifying and de-risking our portfolio, with combined transport revenues growing to AUD 738 million, 18% of which will be generated from Tasmania. We also see positive opportunities to create revenue, efficiency, and cost synergies. On the cost side, these will be generated through optimizing the mainland operations, fill empty running, and remove cost duplication. On the revenue side, we now have the ability to expand our service proposition and cross-sell to our key customers.
Before Justin takes us through the deal metrics in more detail, I'd like to provide an overview of SRT and comment on a number of the investment highlights. As mentioned, we're joined this morning by Rob Miller, SRT Logistics MD and CEO. Rob will be available for questions at the end of the presentation. However, I want to start by congratulating Rob, Brent Miller, Chief Operating Officer Brad Hilder, and the entire SRT team on the impressive business they have built. Founded in 1996 by Jim Miller, SRT has grown through applying a strong service and solutions mentality to inbound and outbound customers in Tasmania. They provide comprehensive primary delivery services to distribution centers and secondary services direct to store for large retail supermarkets and smaller retail outlets.
48% of their revenue is created by their trans bass shipping solutions, where they have access to all three shipping lines, a fleet of modern specialized containers, and strategically located terminals to support on- and offline services. They have extensive local distribution and emerging interstate and road line services that represent 33% of revenue, and they have value-adding pick, pack, and cross-docking services on island. The team has built a positive reputation for service and reliability that has resulted in long-term relationships with blue-chip customers. 70% of their revenue is with ASX-listed or recognized multinational companies, with the top five customers having a relationship with SRT for more than 10 years. I'd like to take you through some of the investment highlights. The SRT business is well-run, well-respected, and has a combination of attributes that make it difficult to replicate.
There are a range of investment highlights. However, I'd like to draw your attention to a couple that really attracted us. Matt, we might get a slide of 10. Thank you. We particularly like the exposure to the Tasmanian market. In the last five years, the Tasmanian agri-market has grown at a CAGR of 8%, and due to its rainfall, soil, and climatic conditions, this growth is expected to continue well above the national growth rate of 2.5%. The region is attracting a greater share of private investment and has the added power in the public investment supporting key infrastructure to open up new cropping regions within the state. The region is less susceptible to the impacts of extreme weather, has reliable water supply, and has a diverse range of primary products. These natural advantages create improved conditions to support sustainable and reliable food production.
By investing in the Tasmanian food supply market, we build greater resilience in our revenue base, create exposure to one of the nation's fastest-growing agri-regions, and provide a complementary freight profile for Lindsay. SRT's peak season is from December to March, with Lindsay being from April to September, so the combined business brings greater balance to our portfolio and the ability to increase utilization and productivity of our national fleet and infrastructure. A second key investment highlight is SRT's long-term blue-chip customer relationships and deep secondary freight capability. Lindsay predominantly moves primary freight with its group-lift model. SRT has a primary and secondary offering and has built capability and a service reputation in a sector of the market we do not currently operate in.
The transaction provides the current SRT customers with the option to use the Lindsay national network, and in turn, offers current Lindsay customers a seamless solution onto the island. This will create additional growth opportunities from our combined customers in the primary market. In addition, an exciting medium-term opportunity is to leverage SRT's recognized capability into secondary freight opportunities where Lindsay does not materially operate. The secondary market is large and growing. As retailers expand stores and population growth drives consumption, the secondary transport market offers growth opportunities where the work is generally more consistent and repeatable. SRT has a strong track record of success in this market, and we look forward to assessing opportunities going forward. I'd now like to hand over to Justin Green to take us through details of the transaction, including synergies and transformation benefits. Thanks, Justin.
Thanks, Clay. Welcome all. Clay touched briefly on the high-level deal terms, and it's my pleasure to take you through the acquisition in further detail. We've acquired the SRT business for a headline price of AUD 108.2 million, which equates to a 7.4 times pre-synergy EBIT multiple based on the normalized 2025 forecasted results. The acquisition will be funded by both scrip and cash. The scrip consideration to be issued to SRT vendors will comprise 46.5 million Lindsay shares. This equates to AUD 30.2 million, and post-completion, the SRT vendors will hold around 12.8% of the ordinary shares in Lindsay Australia. Additionally, cash will be paid to the SRT vendors at completion of approximately AUD 57.2 million and will be subject to the standard completion adjustments. Also, on completion, Lindsay will assume the equipment financing and other short-term debt arrangements that SRT have drawn for approximately AUD 23 million.
To fund the acquisition, Lindsay will draw AUD 60 million as an extension to the corporate debt facility we have in place with existing lenders, which will cover both the cash consideration and the transaction costs. Importantly, post the draw of the debt facility, the pro forma net leverage for the group will be approximately 1.9 times within our target range. SRT is undoubtedly a high-quality business and a clear market leader. The combination of the SRT and Lindsay businesses will provide a platform to leverage both optimization and transformation benefits through increased scale, reach, and the deep management experiences of both businesses. Before synergies, the acquisition is expected to be 15% earnings per share accretive on a pro forma 2025 basis.
We are delighted that all SRT management will remain and will look forward to working with the team over the coming weeks to close out the CPs and be in position to complete the transaction by the 30th of June. I'll hand back to Clay now for closing comments and how this acquisition is delivering on the Lindsay strategy. Thanks, Clay.
Thanks, Justin. SRT is a quality asset. It's on point in regards to executing the Lindsay strategy of growth and network and builds on our recent expansion into Southwest Western Australia and the Golden Valley region of Victoria. SRT offers a compelling entry point into a fast-growing and attractive horticulture and refrigerated market where Lindsay currently doesn't operate. The island has numerous attractive attributes that are attracting both public and private investment, underpinning strong future growth in broadening, dairy, meat, and seafood production. A key attribute of SRT, as it was with GJ Freight and WI, is gaining access to horticultural regions with reduced variability, delivering more consistent growing conditions. The acquisition of SRT is a material step in growing a quality of our earnings into the future. Another distinctive aspect of the Tasmanian logistics market is that it has low levels of competitor intensity.
The specialty and low fungibility of equipment required, the complexity of the fast-growing shipping services, and the parochial nature of the Tasmanian market require specialist capability, know-how, and infrastructure. SRT has grown and will continue to grow as they leverage their capital investment in equipment and operating sites, deep shipping capability and scale, and their strong on-island relationships. They will now be able to offer customers a seamless connection into an established network that can provide road, rail, full, or part-load solutions throughout Australia. Into the future, we can assess and engage in opportunities growing into the secondary market by combining SRT's renowned distribution and store delivery capability with Lindsay's network facilities and balance sheet. Both businesses can see circa AUD 1 million of synergies in the first 12 months, which adds an additional 2.5% of EPS accretion.
I'd like to conclude by acknowledging this is an exciting time for both Lindsay and SRT. The deal makes compelling strategic, financial, and operating sense. It's good for shareholders, and it's good for our customers, and importantly, it opens up opportunities for our employees. For Lindsay, it diversifies our revenue base, increases our exposure to additional services, customers, and capability, and supports a critical entry point into a market we know in a region that we like and with a partner who has an aligned aspiration, culture, and values. Thank you for this morning, and we'll now go to questions from analysts .
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 Philip Pepe from Shaw and Partners. Please go ahead.
Hi guys. Congratulations on the acquisition. Thanks for taking the question. Just can you elaborate a little bit on the synergies? I know in trans-Tasman business, they're not obvious to someone who sits behind a computer like I do. Can you elaborate a little bit, please, on where the AUD 1 million in cost savings will come from?
Yeah, sure. I'm on star and then I can throw to Justin. I'll leave it to Rob to talk about where he sees the opportunity. Thanks for your question. Two streams of synergies. We see a lot of opportunity for revenue synergies, obviously, with similar customers in a similar market, so the extend and connect part of it. Taking existing freight on and off the island and using our extended network to support customers, we see that as an opportunity. On the cost side, they've got an emerging mainland business. We've got a mainland business, so we see opportunities in utilization of SRT and Lindsay equipment, both trucking equipment and rail equipment and people. We see opportunities through procurement and obviously better utilization of staff and labor. Is there anything I missed there, Justin or Rob?
No, that sounds great. I think from an SRT point of view and a Tasmanian food production point of view, I think one of the great opportunities that Clay touched on earlier was the alignment of our key peak seasons. In Tasmania, we produce a lot of high-quality, high-value food commodities, cherries, berries, all those kind of things that, when they're in our peak season, are in very high demand. It's typically the low season for the Lindsay business. From a shipping point of view, the amount of equipment required to service fast freight, the turnaround time to scale up for those short peak periods for high-value commodities is a difficult thing to achieve. I think that balance between the businesses is where the greatest opportunity lies to allow us to leverage for our Tasmanian-based customers and help them meet the Australian market.
Got it. Thank you. If I could sneak in a second one. Doesn't seem to be any earnouts at all in the business, so you're running a standalone for there's no earnouts as the shares are escalating for two years. Is that correct?
Yeah, that's correct. No earnouts in it. Importantly, Rob and the family will be the largest shareholders for Lindsay's at 12.8%, so they can see confidence in the business going forward as the combined operation. That's an important aspect for our deal metrics.
That makes sense. Thank you.
Thank you. Your next question comes from Ian Munro from Ord Minnett. Please go ahead.
Good morning, Clay. Good morning, Rob. Good morning, Justin. Congratulations on the transaction. My first question is actually for Rob. Just looking at the revenue consistency over the last five years and also EBITDA growth across the business, just trying to get a sense of, I guess, the visibility into the revenues throughout the customer mix. How have you kind of been achieving that level of consistent growth? Yeah, if you could, perhaps elaborate a little bit on the maintainability of those kinds of growth levels out of your home market. Thank you.
Sure. Look, I think the best way to sort of answer some of that, we've been on a growth strategy for some time, and we've probably until the last sort of 24 months, the four or five years prior to that, we worked hard on investing for the future and building capability within the business. We worked through a strategy of investing in our people and our technology and our infrastructure. We invested heavily in our reefer container fleet for fast freight to supplement the handset trailer fleet that we had in service there. We currently have under construction a new container yard in Devonport, building that capacity. We've invested heavily in technology in the last five years where our fleet are all out operating with Sonograph tablets in the vehicles, giving driver connectivity, real-time delivery, POD, and all of that kind of stuff.
I guess prior to the last 18 months, the business strategy was on investment and preparing for growth. During the last 18 months, we've had a period of resecuring long-term contracts with key customers. Those contracts contained some add-ons and growth within them. We've been successful with general organic growth within our existing customer base, and we've had some good new contract wins as well. I guess after a period of investing in capability going forward, we've enjoyed a period of bringing more into the revenue line and starting to see the benefits of that.
I might add there, it was a good answer from Rob, but even in addition to that, if you just look at the whole market, we assessed at somewhere around AUD 5,600 million, and with SRT having somewhere 22%-25% of that market share. As you mentioned, the 40 side of the market is growing at almost four times what the mainland. Forty side of that primary production, I should say, not just 40, but primary production. Growing at around 8% where the mainland's growing around that 2.5%. You have a large market, and it is growing, a growing market, and there is plenty of upside as far as growth here on the island goes, and then connecting it back to the mainland.
Yeah. Fantastic. Thank you. Appreciate the answer. Just as a follow-up in terms of that customer mix, looking at the sort of horticultural mix, take your point around the peak season sort of sits, you know, kind of on the shoulder seasons of Queensland, New South Wales, and South Australia. Just trying to understand, I guess, the mix of horticultural customers relative to food production from manufacturing. Thank you.
Yeah, I think from a northbound shipping point of view, the mix of sort of produce agricultural customers, they would be, off the top of my head, probably 60% of the volume that we ship northbound off island. Significant other food manufacturers in the frozen goods space, meat, poultry, seafood, but the agriculture part is certainly a significant component, and it's a growing opportunity in Tasmania. Like all agriculture around the country, there's not too many regions that you can grow produce all year round successfully, and it kind of moves around the country. The key for us, and I think, as I said before, the exciting opportunity here is to have a method to reposition fleet around the country to be able to capitalize on those opportunities when and where they're happening.
I have got to say, as a fairly proud and passionate Tasmanian, we are all fairly parochial down here. As a business, we take our responsibility to serve the Tasmanian community and customer base and support our businesses and our fellow operators down here. The ability to be able to scale up when we need to, when peak season and when opportunity is there, and any grower of produce will tell you when it is on for them, it is on, and they need people to get the job done and do not let them down. We have got a great opportunity to offer them more, given the connection into a national reach that we are part of managing for them with the Lindsay team and scale up when they need it rather than call back and say, "Hey, we are going over here.
Okay. The only thing I'd just add to that, Muns, more broadly, we did a bit of an exercise on just pure sort of produce customers, and again, a high-level number is around 25% of revenue base. So there's obviously some dairy and other stuff that sits above that, but that's sort of directly related to produce customer, both on island and trans-Tasman, is around 25%.
Fantastic. Thanks. Really appreciate the answers. I'll jump back in the queue. Thank you.
Thank you. Once again, if you wish to ask a question, please press star one on your telephone. Your next question comes from Ben Wilson from Wilsons. Please go ahead.
Thank you. Morning, gentlemen, and congratulations on the acquisition. Certainly, looks like a good strategic transaction, and I can certainly see the synergies on offer. Rob, thanks for your answer before on what's driven your growth. Just interested in going forward from here. You've clearly increased market share successfully over the last three to five years. Currently, I think Clay said about 22% of the Tasmanian market. Just interested in how much further you think you can drive those market share gains over the next sort of one to three years.
Thanks for the question. Yeah, looking at Tasmania, we're an island state. We only have 550-odd thousand people here, but the opportunity, and I guess how we've established ourselves down here, is that population is quite spread. When everyone looks at the map of Tasmania, it looks fairly small, but anyone who's driven around the island knows there's lots of bendy roads, and it takes a while to get somewhere. The distribution task, while we have a really strong foothold down here, there are ever-growing opportunities, and as tourism and other things come online in Tasmania, we're anxiously awaiting the arrival of two new TT-Line ferries to service our state, both in freight terms and passenger and underpin tourism. There's lots of growth opportunities there. There's organic growth opportunities within customers that we have now. Talks are always ongoing with those customers.
We still see a lot of growth opportunities within the island, but we're always cautious with those too. Our primary focus is to support the customers we have and add on where we can add value, not just to the top line, but the bottom line of the business. I think the other strategy that we've had in the last few years and where there's a lot of opportunities, and I probably can't understate this one, I think for Tasmanian producers to have a business that is based on the island as well as on the mainland of Australia that has proper connectivity within the one network across the country to get our primary goods from Tasmania across the nation as we, I think, continue to show ourselves as one of the most stable growing markets in the country.
That's the opportunities for growth that that provides and is a unique market offering that if you're a producer in Tasmania, you've never had that before. I think for me, and as a proud and passionate Tasmanian, to support our fellow businesses down here to give them that service and something new and something different, I'm pretty excited to get back in line, to be honest.
I might add a couple of things to that, Ben. You made a few goes of the earnings slide, please. You can see the investment that SRT has put into their business and the operating leverage band that's started to create. You can see that their price and their operating leverage come through in kind of the FY 2025 numbers. In doing that, they've got additional capacity in their assets down. That's what it's all about. There's more capacity here in both the SRT assets coming on and off the island. If you think about how they connect to us today, and Rob makes this point very well, an immaterial amount of revenue is entering the Lindsay network when it hits the mainland. That revenue opportunity really excites us.
We've got a bunch of really long-standing loyal customers of SRT, and we want to talk to them and work with them on how we can enhance that seamless crossover on and off island through those joint networks. The other thing is, and Rob touches on it, and I'll go back to it because it's an important point, that that 40 or that produce market is growing at 8% down here, which is faster than that national average. The organic growth opportunities it presents and the operating leverage that SRT has created means that certainly the organic growth, brownfield and greenfield growth down here can continue. Thank you.
Yeah, just to round that up, Ben, the only other thing I'd say is that in addition to that, the facilities, particularly here in Tasmania, have headroom to grow, so sort of 10%-20%. They're not capped out, which is an issue that we face at a number of our facilities. The issue that they do face is in Melbourne at the moment, but we obviously have just opened up a facility in Melbourne. Additionally, we've made significant investments in both assets and recently container fleets. So there's runway there as well to continue to grow, not only then as well, supplementary to the utilization of our assets.
Okay. Yeah. Thanks, Gents. That's a really helpful answer there. Pardon my second ignorant question here, but Clay, can you just elaborate on the you mentioned the primary versus secondary transportation market qualities. Can you just sort of elaborate on the difference between those two? That'd be great, please.
Yeah. Thanks, Ben. Good question. I probably should have explained that a little bit more. When we talk about the AUD 5 billion refrigerated transport market, it is kind of broken up into two sectors. One is primary. Primary is from the, let's say, from the grower into the DC or into the markets, which is primarily the fruit loop model that Lindsay does. That has a key competency of line haul capability. The secondary market is from the DC into the store, a more contracts, kind of logistics-based approach, which we do kind of an immaterial amount of that today. SRT and Rob and the team have longer-dated capability in that secondary freight market that is DC into store, both large retail stores and into smaller retail stores.
They've got a capability we don't currently have that's in a large and growing market that we don't operate in. Kind of looking to, hey, how can we export that renowned capability from Tasmania onto the mainland and your opportunities that present ourselves in that market.
Great. Yeah. Thanks, Clay. And then just last one for me, please. Just in terms of guidance, look, I'm probably not a major surprise in terms of where it's come out, but obviously a little bit below, I think, where the market and consensus was expecting as the half-year results. Can you just give a bit more of a sense of what has driven that? I imagine that obviously the extreme conditions in far North Queensland, the cyclone in Brisbane, all those things haven't helped, but is it mainly those factors or other factors around the country that have sort of led to the guidance range you've put out this morning? Thank you.
Yeah. Thanks, Ben. I'll get Matt to cover off on kind of what the consensus was and where we are versus that. Those challenging market conditions that we advised the market on, half-year results continued. In fact, Queensland in our home markets remain quite wet and unstable in regards to operating conditions and growing conditions. That has impacted volumes coming south. Particularly, we expected by now for the large citrus season to have commenced in earnest. It has not. That is probably four to six weeks late, which means a lot of your large volume and revenue outcomes from that will be pushed into FY 2026, which we expected some of it to land in FY 2025. They are the major reason.
The sub reasons being the same, that kind of capacity and market competition aspect that we called out previously and some stubborn costs in there that we're working on. How are we overcoming that? We continue to work on transformation, and we continue to see those larger combinations come in, getting productivity of our equipment and people up, etc. I'll just throw to Matt on where that falls with the.
Yeah. I think Clay pretty much covered it off. But yeah, so the market consensus to the EBITDA number was sort of AUD 84.3 million. And so if you sort of look at a midpoint between where the guidance range provided today, it's down 3.5% from that. So as you said, I think Clay's covered off the headwinds pretty well, so.
Thanks, Ben.
Yep. Great. Thanks very much, guys.
Thank you. We have a follow-up question from Ian Munro from Ord Minnett. Please go ahead.
Hi, guys. Just following up on the point of Ben's, about the funding of the acquisition and the earnings base. We are kind of heading into FY 2026, cycling some serious one-off events. Expecting obviously normalization from those specific weather events. We see the net debt to EBITDA ratio sort of moving to about 1.9 times in that sort of short term. Just, I guess, question around sort of level of comfort from Justin in that net debt to EBITDA. Have you got sort of more headroom within there? And, yeah, I guess just general comment around sort of balance sheet position at this point in time. Thank you.
Yeah. Thanks, Muns. Yeah. Look, we're still really comfortable where our net leverage ratio is on a pro forma basis at 1.9 times. We've always had a range of about 1.5-2 times. We said we'd go to 2 times if at a point in time there was an acquisition which was high quality and we would fund a portion of that from cash and debt drawn down. Still relatively really comfortable where we are. Balance sheet's obviously still in a really strong position. We've got plenty of coverage, plenty of headroom under our financial covenants. There's certainly no issues there. If the both businesses, as we expect to, on an earnings trajectory into 2026, that 1.9 times should be around the peak, and we should see it come off in the 2026 year.
Yeah. The only thing I'd add to that as well, Muns, is as we sort of noted, the SRT business has gone through a pretty significant investment cycle over the past few years. They're sort of through that and have invested in that asset base now and sort of going back to a maintenance CapEx number. That'll start to deleverage naturally over time as those earnings start to pull through as well and we get better growth.
Very good. Thank you. Appreciate the answers. Thank you.
Thank you. There are no further questions at this time. I'll now hand back to Mr. McDonald for closing remarks.
Thank you for joining us on the call. Really exciting day for Lindsay, for Rob, the owners of SRT, and the employees of SRT and Lindsay. We look forward to keeping you updated on the progress and, of course, completion on the 30th of June and our first day as a joint operating business on the 1st of July. Thanks for joining us.