Good morning everyone. Thank you for joining us today for MFG's investment presentation on the proposed merger of MFG and Barrenjoey Capital Partners. Before we begin, I'd like to acknowledge the unfolding situation in the Middle East. Our thoughts are with all the innocent people impacted, and we hope this activity concludes swiftly and leads to better life and governance for the people in the region. I'm Andrew Formica, MFG's Chairman, and I'm joined today by Sophia Rahmani, MFG's CEO and Managing Director, Guy Fowler, Co-Executive Chairman of Barrenjoey Capital Partners, and Brian Benari, Barrenjoey Capital Partners CEO. At the end of our presentation, we will open up to Q&A from the phones and online. Today's presentation is being recorded and a replay will be available on our website.
It is an exciting day today as we've today announce a proposed merger between Magellan Financial Group and Barrenjoey Capital Partners. A combination we believe is a compelling opportunity for shareholders and continues the transformation of Magellan Financial Group towards a diversified financial services firm. MFG has been a founding investor and supportive strategic partner of Barrenjoey since its inception in 2020. As shareholders, we have participated in the early success and seen firsthand the quality of the franchise, the strength of its culture, and the caliber of its people, as well as the high regard they are held in by their clients. Since its establishment in 2020, Barrenjoey has scaled rapidly and built strong market-leading positions across core franchises, underpinned by a deeply experienced leadership team and a long-term partnership and entrepreneurial culture.
Today's proposed merger is the natural next step in our partnership and will enable MFG shareholders to participate more fully in the value creation we have seen at Barrenjoey over the past few years. The merger brings together two highly complementary businesses to create a diversified, client-focused Australian financial services group with significant scale, strengthened earnings resilience, and enhanced long-term growth capacity, not just from the existing businesses we collectively have, but the opportunity to expand and build upon them. For an MFG shareholder, this represents a significant step forward in our evolution. For our clients in both Magellan Investment Partners and Barrenjoey Capital Partners, they will see little day-to-day change with the same contacts and support that they have seen before and the same priority focus on them as they have come to expect.
I speak on behalf of all the board when I say we are truly excited by the opportunity this merger presents, and we are pleased to be able to bring this to shareholders to vote on in April. I'll now hand over to Sophia to provide more information on today's announcement.
Thank you, Andrew. It's a pleasure to be here today with you, Guy, and Brian. As you've just heard, this merger is about bringing together two quality businesses to create a compelling proposition for our shareholders, our clients, and our team. MFG is an innovative financial group that has evolved from its beginnings nearly 20 years ago to become a focused financial services group spanning investment management and specialist financial services. The investment solutions we offer our clients include global equities, global listed infrastructure, Australian equities, and systematic equities. Our business is supported by an institutional-grade platform with distribution capabilities across four continents. MFG's strategic partnerships include Vinva and FinClear, alongside Barrenjoey, where we were a founding investor in 2020.
As many of you heard at our half-year results briefing in February, we've made good progress on our strategy, strengthening the diversity and quality of our earnings, and we see that today's proposed merger is the natural next step for our company. Barrenjoey operates across advisory, Capital Markets, Equities, Research, Fixed Income, and Private Capital. Since its foundation, Barrenjoey has rapidly grown to lead the market in many of the business lines in which it operates, demonstrating an ability to grow organically through its existing divisions. This is a testament to the quality and the caliber of its people and the relationships they have established with their clients. Bringing MFG and Barrenjoey together will create a diversified financial services group with meaningful scale, with the opportunity to leverage the combined strengths and complementary capabilities of each business. This is not a change in direction.
It is an acceleration of the strategy we've been executing over the past several years. There are four key reasons why we believe bringing MFG and Barrenjoey together accelerates the execution of our strategy for our shareholders. First, improved business diversification and resilience. The combined group will have a broader and more balanced earnings base, spanning both annuity style and transaction-based revenues. The addition of counter-cyclical revenue streams, such as Fixed Income, Trading and Markets activity, strengthens resilience through market cycles. A stronger client proposition. Our commitment to clients will not change. We will continue to put clients at the center of everything we do, maintaining investment decision-making independence, governance standards, and conflicts frameworks. Likewise, Barrenjoey has a strong client-centered culture, totally in step with our own.
What will change is our ability to offer clients from both businesses access to greater market insights, a more diverse range of products and services, and improvements driven by combined technology investment and greater scale. Financial services is undoubtedly a people business. Thinking about our ability to attract and retain the best talent. Starting from a strong combined base, the group will be able to retain and attract the best talent and offer career pathways across the diversified group, supported by a deeply experienced entrepreneurial leadership team. Finally, a strong combined balance sheet providing opportunity for growth. The combined group will have balance sheet strength and resilience through market cycles, supporting dividends, investment in growth, and strategic flexibility. We already saw significant opportunities for us to expand our partnerships, and as a combined business, we see this increasing. This slide represents MFG today.
Magellan Investment Partners, our outward-facing distribution brand, brings to the market investment solutions managed by MFG's teams. Magellan Global Equities, Magellan Global Listed Infrastructure, and Airlie Funds Management, alongside that of our strategic partner, Vinva Investment Management. Our strategic partners, including Vinva and FinClear, are complementary high-quality financial services businesses. Barrenjoey today is the third of our strategic partnerships where we hold a 36% stake. Post-merger, MFG will move to own 100% of Barrenjoey. Our existing investment management business operations will remain standalone and unchanged. There is no change to our investment decision-making, philosophy, and process as a result of the merger. There will also be no change to MFG's existing strategic partnerships with Vinva and FinClear. These businesses will continue to operate independently, and we believe the partnerships will benefit from the increased scale and strength of the combined business.
As a founding investor, MFG shareholders have participated in the strong growth of Barrenjoey over its first five years. This transaction brings full economic participation in a high-growth franchise as it extends its business further. We see it as a very exciting addition to our business. Slide nine provides an overview of the key transaction terms that you can find further details in the ASX release we published today. The merger will be implemented through the acquisition by MFG of all remaining shares in Barrenjoey that we do not currently own. The consideration payable to Barrenjoey shareholders will be in the form of newly issued MFG ordinary shares. The transaction is therefore structured as a scrip for scrip combination, aligning Barrenjoey shareholders with MFG shareholders through long-term equity ownership.
Barclays have agreed to limit their ownership to 4.9% of the merged company to simplify the impact of U.S. regulatory requirements. MFG has today acquired an incremental 10% economic interest in Barrenjoey from Barclays. This acquisition is to be funded through an institutional placement and a share purchase plan offered to eligible shareholders. It is important to emphasize that existing MFG shareholders will remain majority ownership of the combined group. A defining feature of the transaction is the voluntary escrow arrangements entered into by Barrenjoey shareholders. These arrangements are significant and demonstrate a long-term commitment by Barrenjoey's leadership and all staff to the success of the combined entity and provide shareholders with confidence in the ongoing alignment. I will now hand to Guy for an overview of Barrenjoey.
Well, thanks, Sophia. Before I run through Barrenjoey, it's appropriate today that I acknowledge a few groups. Firstly, our staff. We've got more than 460 incredibly talented and entrepreneurial people who have built this firm. We've got a great culture, and today's announcement is a credit to all of them. Secondly, it is impossible that Barrenjoey exists today were it not for Hamish Douglass. We were his idea, we were his vision, and we owe him an enormous debt. Lastly, and most importantly, our clients who have supported the firm from day one. We started Barrenjoey with a bit over AUD 200 million in capital from MFG and Barclays. Just five years later, our business generates more than half a billion dollars of revenue, earns more than AUD 100 million in profit, and has an ROE, excuse me, approaching 50%.
In the last half, earnings were up almost 100%, and we have a long runway of growth ahead. Now, every banker will tell you they are number one, but we are very proud of the franchises we have built across all of our businesses, whether that is ECM, Research and Trading, Bond Trading, DCM or M&A. Importantly, we strive to build a very diversified business, one that is not beholden on any particular individual, any particular transaction, or indeed any particular business. We've got more than 3,000 clients across the organization, and if we look back over the last couple of years, no individual client or transaction has represented more than 2.5% of revenue, and this diversification continues to strengthen with time.
As I said, we've got an incredible team of 460 people spread across Sydney, Melbourne, Perth, Hong Kong, and Abu Dhabi. We think and hope that everyone remains very excited to come to work each day. This is perhaps reflected in the fact that our turnover is incredibly low. We are pleased, of course, that our Abu Dhabi staff are all safe and our thoughts are with them. We've got 75 partners with an average age of less than 50. In fact, every staff member at Barrenjoey is an equity holder in the firm. It's important to emphasize that Barrenjoey is not a business built on a handful of people. We have an incredible team. Not one person on our leadership team has less than 15 years' experience , and many have experience stretching over 30 years.
Individuals such as Annette, Andrew, Louise, Duncan, joined us having run either an entire APAC region or in some cases global businesses for major investment banks. This page is just a snapshot, highlighting both the experience and depth of our team. There are another 440 people not shown on this page who have all built this business, and they are equally as impressive and experienced. A quick around the grounds on Barrenjoey. As I said, over the last 12 months, we've delivered over half a billion Australian dollar in revenue. This was roughly equally split between our markets businesses, Equities and Fixed Income, and our Capital Markets and Advisory businesses. The markets businesses are predominantly flow businesses.
They provide research, sales, execution, financing, in the case of our Equities businesses, and research, trade ideas, market making when it comes to Fixed Income. One aspect that has been very pleasing over the last little while has been the step change in our Fixed Income business since we opened our office in Abu Dhabi. This office provides us with the ability to engage with clients during the European time zone, and it has been highly successful. Our Capital Markets and advisory business is built on a foundation of more than 120 bankers, providing a range of advice, underwriting, and financing services to all sorts of clients, from corporates to governments. It clearly covers traditional M&A, ECM and DCM, but also products such as debt and ratings advisory, as well as advice on asset-backed financing.
Currently, the smallest part of our business is our Private Capital business, which is nearing AUD 5 billion in assets under management, invested across private equity, debt products, and real assets. We are clearly very excited about the opportunity that exists by bringing together our capabilities with arguably the best distribution platform in the market at MFG. To build Barrenjoey took a heavy investment upfront, making sure that we had the right systems, infrastructure, and of course, the right people. While it was reasonably hard work starting from scratch, it meant that we built a fit-for-purpose infrastructure, and we weren't burdened with any legacy issues. Our systems are all new, all in the cloud, and most usually tailored specifically for us. People have joined us from a large number of market participants, and they consistently say that our tech is best in class.
All businesses are now contributing strongly, and all had record results in the first half of 2026. We've been very fortunate to earn the trust of our clients, in each half we are getting stronger. That's led to operating leverage being delivered with incremental revenue scaling faster than pre-bonus CapEx, OpEx. We hope and expect to see the chart on the right-hand side of this page continue to trend down over time. Combination of our steady revenue growth and the ability to leverage our operating expenses has led to strong earnings growth you see on this page. In the most recent half, our profit after tax increased by almost 100% year-on-year to just under AUD 70 million.
We are not going to give a forecast, but we are pleased to say that the strong momentum we saw in the first half has continued into the first two months of the second half. As I mentioned before, we wouldn't be here but for Hamish and Magellan, but equally, we wouldn't be here if it wasn't for Barclays. Barclays have been an extraordinary partner of ours. They remain so today and will remain so going forward. We work hand-in-hand with Barclays on servicing clients across borders in each of our businesses. Nothing will change in that regard. We look forward to Paul Compton, Barclays Chairman of Investment Banking, joining the MFG board on completion. Andrew and Sophia mentioned earlier, and it's important to reiterate, that Barrenjoey is predominantly a staff-owned business.
We are very proud of that and believe that it has been a major driver in our success to date. Every staff member at Barrenjoey is an equity holder, and we're excited about the opportunity that is ahead of us. The weighted average escrow period for our staff is over five years. In addition, Matthew, Brian, and I have agreed to escrow arrangements extending out to nine years. To ensure complete alignment with shareholders, Matthew, Brian, and I will not be entitled to any variable compensation grants post-merger. We also look forward to joining the MFG staff equity schemes and expect that equity will be a part of our compensation structures going forward. This will be satisfied by way of on-market purchases, not issuance, and so we expect these schemes to be meaningful purchases of shares over time. With that, I'll pass to Brian.
Thanks very much, Guy. Thank you, Sophia and Andrew as well. Welcome everyone online to what is an incredibly exciting day for our clients, for our teams, and for our shareholders. Let me focus on what the combined group will look like from a structure, business, and financial perspective as we head into the future. Firstly, on completion, we will be very lucky to have a highly credentialed board chaired by David Gonski, with Andrew Formica as Deputy Chair. Barrenjoey's independent directors, including former Finance Minister Kelly O'Dwyer, former Reserve Bank Governor Dr. Philip Lowe, and former Fortescue CEO Fiona Hick, will move on to the board. They will join well-credentialed existing directors Debbie Page, Peeyush Gupta, John Eales, and Cathy Kovacs. Importantly, as Guy mentioned, Paul Compton, Barclays Chairman of Investment Banking, also will be joining the board, reflecting Barclays' ongoing support.
Now, we'll operate two core businesses. On the funds management side, Sophia Rahmani will continue as CEO, and on the Barrenjoey side, Guy Fowler and Matthew Grounds continue as Co-Executive Chairs. These complementary businesses will benefit from sharing capability and talent. The group will have well-diversified revenue streams across different businesses that thrive in differing market conditions. Based on the last twelve months, approximately 2/3 of revenues or AUD 550 million were annuity-like. This includes investment management revenues of AUD 313 million, generated from AUD 45 billion of AUM and AUD 233 million from the markets businesses. Now, as Guy explained, the two core markets businesses are Fixed Income and Equities. Both these flow businesses have material scale and market share. The Equities business is an execution fee agency business supported by top-rated research.
It's driven by market share and has delivered growing revenues with step-ups experienced in more buoyant conditions. Conversely, the Fixed Income business tends to run counter to equities benefiting from subdued sentiment and volatile conditions. Advisory and Capital Markets together generated approximately 1/3 of total revenues or AUD 259 million over the last 12 months. This is from transaction and advisory fees earned from a broad array of clients across a range of sectors. Now, while you'll never have every sector firing at once, our experience has shown that through our broad coverage, it allows us to perform through differing cycles. The merger will bring together MFG and Barrenjoey's complementary investment management divisions with AUD 45 billion in AUM deployed across the full spectrum of asset classes, from listed equities to private equity, credit, and real assets. MFG has an excellent global distribution footprint.
This powerful network has most recently been proven in the launch of the Vinva systematic equities product. We see the opportunity to grow the private asset side of the business, leveraging MFG's global distribution footprint, together with Barrenjoey's private asset origination capability. This combination, we believe, will deliver a broader and more contemporary array of products for our clients. Most importantly, as mentioned, I'm excited that Sophia Rahmani will continue to lead this important division as Chief Executive Officer and build on her strategy for growth through new product offerings. Guy has provided an overview of the Barrenjoey businesses, including each of their strong market positions and performance. I've talked about revenue resilience from differing forms of income earned by the businesses, which thrive in differing market conditions.
From a growth perspective, each business has identified opportunities around broadening product offerings and growing the client base and market share to continue to propel earnings. The combination of the two businesses delivers scale, diversification, and growth opportunities. The financial strength underlying the merge group on a pro forma basis for the last 12 months reflects over AUD 804 million worth of revenue, which translated into a post-tax NPATA of AUD 239 million. Focusing on the balance sheet, the combined group will have a balance sheet of circa AUD 2 billion, which is more than comfortable to support all the businesses. The balance sheet will include net cash and liquid fund investments approaching AUD 700 million. This will be further supplemented by the free cash flow generated by the businesses, supporting ongoing dividends and capacity to deploy capital into attractive growth opportunities.
In wrapping up, I'd like to leave you with a clear message about how we've approached this merger. In everything we do, the client has to be in exactly the same or a better position. The future is exciting for not only our clients, but also our combined team and shareholders. We see benefits arising from a product perspective, we see benefits arising from a distribution perspectives, and we see benefits arising from our combined investments in technology and infrastructure. If we get this right, everyone will be a winner. I'll now hand back to Andrew.
Thank you, Brian. Thank you, Sophia and Guy. The transaction is expected to proceed in accordance with the timetable that's set out in the presentation. Following today's announcement and completion of the institutional placement, the notice of meeting and share purchase plan booklet will be dispatched to shareholders in coming days, and we will hold an EGM to seek shareholder approval in April 2026. I would like to take a moment to note that as part of the proposed board transition, David Dixon will retire from the MFG board following completion of the merger. On behalf of my fellow directors and all shareholders, I would like to sincerely thank David for his invaluable support and commitment to MFG. David joined the board at a particularly challenging time for the company and has played an important role in helping to stabilize and strengthen the business.
His experience, judgment, and steady guidance have been instrumental in positioning MFG on a stronger footing, and we are deeply appreciative of his contribution. To conclude, this merger creates a diversified Australian financial services group that leverages the unique and complementary capabilities of each business. It improves the resilience and increases future growth potential. It brings together an exceptional talent pool and preserves balance sheet strength while enhancing long-term shareholder value. The board believes this is a strategically significant and financially compelling transaction, and we look forward to MFG's next evolution. We recommend shareholders vote in favor of the merger. That ends the formal part of the presentation. I'd now like to hand over to Emma Pringle, Head of Investor Relations, who will open up to Q&A.
Thank you, Andrew. We will take questions from both the webcast and the teleconference line. We'll go first to the phone lines. Operator, over to you.
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 speaker phone, please pick up the handset to ask your question. Your first question comes from Shreyas Patel with UBS. Please go ahead.
Yeah. Hi, guys. Thanks for taking questions. I've got two. Maybe just starting with the attribution of value here for Magellan shareholders. Andrew, it does seem like it leans a bit more favorably towards Barrenjoey. If you strip out the value of the liquid assets and principal investments, it does suggest that you're effectively implying a very low multiple, let's call it low single digit for the investment management business. Is that kind of how you're thinking about the value of that business as part of this transaction?
The way I, like, I think the most important thing to remember in this is that there is no this is a share for share transfer here. I would say that the Barrenjoey business, given its growth and its achieved growth and its future potential at 15 times earnings is actually a very, very attractive multiple. I'd also say that one of the concerns that we at MFG have had is, from shareholders, is the difficulty of understanding the value of the whole business because of the associates and the significance that they've created for the success that they've created for the business. I look at this as actually creating a, improving that transparency in one of their large partnerships there.
I think it's very compelling multiple that we're combining the business at. The most important thing is that the Barrenjoey shareholders are coming over into Magellan shareholders and that significant escrow holding for that is this is not about short-term change in the valuation of the business, but what we can create over the next decade or so. I do think there isn't a concern, and we've said this several times, that the market hasn't fully appreciated the full value of the business, whether that's ascribing a lower multiple to our investment management business or a lack of value attributed to the strong partnership valuations. It's hard to say where that mismatch is, but we do think this improved transparency will lead to an improved understanding of the broader strength of the group.
All right. Just a second question, just in terms of the capital allocation strategy. You know, there's gonna be a new CEO, a new chair. You've called out that AUD 700 million of cash and fund investments. How should we think about that going forward? You know, will that capital ultimately be recycled towards the investment bank or are you still looking at pursuing inorganic opportunities in the investment manager, or should we expect capital management? Just curious on what the go-forward plan there would be.
Well, I'll hand over to Brian in a sec, but just what I would say in terms of we see opportunities in both sides of the business, in terms of ability. Not just in the existing business franchises where they can grow outright, but also opportunities to expand those. I don't see this as redirecting capital available to the business towards Barrenjoey. Actually, I think both of us would see significant opportunities in the investment management space. Sophia and her team have been looking at a number of opportunities there. Increasingly, Barrenjoey have seen areas to develop that side of their franchise, which led to some of the conversations we had. I think you shouldn't see this as a shift away from where our focus has been.
If anything, it sort of accelerates the opportunities that we look at. Brian, you have some further comments?
Yeah, sure. Thanks, Andrew. What I would say is that ensuring that we've got really disciplined capital allocation, that has been a core component of Barrenjoey. As Guy mentioned that, you know, we've delivered, you know, circa 50% return on capital. That's where the business has got to now, and there's still growth opportunities for it. For us, what's really, really important is making sure that any capital allocation is done on the basis of maximizing the return for shareholders. As has been mentioned, 32% of the equity will be held by the Barrenjoey staff in themselves. We are all very much aligned in that regard. There's no one bias towards one or the other. It'll be around what is the most effective way to deploy that capital to maximize returns.
Great. Thanks.
Your next question comes from Siddharth Parameswaran with JP Morgan. Please go ahead.
Good morning, gentlemen. Just a couple of questions. Maybe just following on from the path that Shreyas was taking out. It, it's not quite clear to me exactly what the strategic rationale of pursuing this approach of effectively taking over Barrenjoey versus trying to crystallize the value, maybe by you know, divesting it and having that business separate, separately list. Could you know, help us understand what is the, what are the synergies between the two businesses? It seems, you know, a fund manager and, and investment bank, it doesn't seem like there's that much in the way of synergies. Hoping you could just help us understand that. Just a second question, just around the earnings that we see for Barrenjoey. There have been very significant step-ups?
Maybe you can just help us understand where those step-ups came from. Do you have any comfort that, you know, this isn't just, you know, technically being dressed up for sale? Because obviously, you know, the shareholders are getting 15 times earnings on whatever they're printing at the moment. Just very keen to understand, if you could, you know, help us understand what good due diligence you've done or help us feel comfortable about what we're actually seeing in the earnings?
Firstly, thanks, Sid. I think JP Morgan's probably shown the strength of a diversified business through different cycles. I, you know, I do think when you're looking at what's the strategic rationale for this is, you know, markets continue to be. They're always gonna have cyclical nature to them. They're gonna be underlying conditions, and the broader base just adds resilience to any, to the shareholders in that sense. I think the opportunity set is also increasing as we're finding the origination side that Barrenjoey's seeing, often sort of tailoring exactly to sort of some of the concepts and ideas that our clients are looking to gain access to. We started the conversation of when this began, about how can we work closer together?
Through those conversations, it became clearer and clearer that actually being more aligned would generate greater opportunities for our joint client here. There were definitely things we could do, keeping the businesses separate and the structure as we were. I think both would have been successful, and we would have found ways that we could work closely together. Bringing the business together, and just the exceptional talent pool across both organizations, you know, these are both very entrepreneurial businesses. When Magellan was set up 15 years ago, it was hugely innovative and entrepreneurial in what it did. Barrenjoey's shown in the last five years how entrepreneurial it can be. That is so much of the success of what you can do in financial services.
We believe this sort of unleashes that in a way that will just accelerate both growth opportunities for it. There's a number of questions you had in there. Maybe, Guy, you had some-.
Well, just on earnings. I mean, you asked the question as to where that's coming from. I think I mentioned in my remarks that every part of the business had a record half last half. We saw particular strength in Fixed Income, and that continues to grow very strongly. It is broad-based across the business. It's a very diversified business. Hopefully that gives you comfort.
Sid, Brian Benari here, I'd just add one other comment, and that is in respect to your comment about, you know, long term. As Guy mentioned, escrow out there from anywhere between three and a half out to nine years, where Guy's, Matthew's and my equity is escrowed to. In our view, this is not about the transaction that's being done today. This is about what does this organization look like in the next five to 10 years. That's what's important to us.
Okay. Thank you.
Your next question comes from Andrei Stadnik with Morgan Stanley. Please go ahead.
Good morning. Can I ask, oh, sorry, good afternoon. Can I ask my first question around the revenue side? You mentioned Fixed Income was strong in the half. It looks like markets overall was particularly strong. Can you talk a little bit about the capability sets that you have in Equities and Fixed Income, and were they expecting to see more? You know, for example, do you, are you happy with the current prime brokerage setup? Is there more you can do? Similarly in Fixed Income, you know, how far along are you in the platform build-out?
Yeah, thanks, Andrei. I'll touch on that, and Brian might want to add. In terms of the various product sets, I think we're largely built for what we would like to have at the moment, and it's now increasingly sort of expanding those and expanding the client coverage of those. One very near-term opportunity and an exciting opportunity we have in Fixed Income, I mentioned the step up in the volumes and the client connectivity from opening up our Abu Dhabi office. We hopefully are close to getting a U.S. swap dealer, which gives us easier access and an easier way to have sort of conversations with the U.S.-based client base than we have today. We are hopeful that that will have a similar sort of step change.
That, yeah, that's one of the exciting near-term opportunities. All of the other parts, all of the other businesses are scaling well, and I think I'll leave it at that.
That's right. You know, we have very clear growth avenues for each one of these businesses. We've been very thoughtful and I would say pretty meticulous in the growing out of this the business. We continue to broaden our client base and our geographic reach. As Guy said, that there is we've got a lot of product running, at this stage, we see a lot of growth available to us on the prime brokerage. We see a growth available to us in other areas in Fixed Income as well. There's a lot of journey left in this yet.
Yeah. For my second question, can I ask around costs and the opportunity to scale the business further from a cost-spreading leverage point of view? What I'm particularly interested in, right, it's when we look at the fully loaded cost to income with bonuses, that has fallen from 84% down to low 70s. Surprisingly, the comp ratio has been steady for the last two and a half years in the low 50s. Which is at the upper end of peers, which tend to be... It's a broad range, but it's 30%-50% range for peers. You're the upper end. What is the opportunity to scale the business going forward?
Yeah. Okay, it's Brian. I can kick that one off. First of all. When we built Barrenjoey, we were very fortunate because we were starting from a blank sheet of paper. I'm not so sure it felt so fortunate when we started, but that's, that was the reality. We've been able to build infrastructure that can scale. What you're seeing is if I take all the operating costs, X staff costs and bonuses, you're seeing that they're running pretty flat and have done for a number of years now. The business is, as we continue to grow our revenue, then what you're seeing is outside of the additional bonus you might have to pay as a result of, you know, growing those revenues, you're seeing that drop to the bottom line and then the benefits flowing through.
We can see that the organization can still scale a lot further from where it is today, and that's a function of the technology, that's a function of the way we've set it up from day one, and the result that we don't have legacy that, you know, most organizations will have to deal with.
Thank you.
Thank you. There are no further phone questions at this time. I'll now hand back.
Thank you, operator. We'll now go to the web questions. The first question is, will the focus for the newly merged entity be increasingly tilted towards Barrenjoey, given the high growth profile it has exhibited? Or are both businesses equally weighted from a focused resources allocated perspective?
You know, I would answer that. I think we've pretty much covered that off. This is all about capital allocation, maximizing the returns on the deployment of capital. For us, it's about where are the best returns for shareholders. As I mentioned, staff alone will account for 32% of the shareholding of this organization, so they're very focused on that.
Thank you, Brian. The next question. Given MFG's current balance sheet, which is AUD 504 million in liquid capital as per the recent results, why are new shares being issued to raise money for the 10% stake being bought from Barclays?
Thanks for that. When this was, the deal was originally envisaged, it was 100% share-for-share swap, including Barclays. Unfortunately, given Barclays' U.S. regulatory position, if they were to increase their voting interest to over 4.99%, that would create an impediment or a regulatory burden on the new organization. Barclays wished to maintain their exposure. They've been very supportive shareholders. They recognized that burden on the business was something that wasn't desired and would impact the running of the business. They graciously stood back and said they would not take the remaining balance above 4.99% as cash.
Rather than fulfill that cash through our balance sheet, we knew there were a number of both existing shareholders and new shareholders who'd been talking to us and were attracted to us because of the exposure we had to the Barrenjoey business through our 36% interest. Increasing that to 100% would only make those shareholders, they were interested in us doing that. Therefore, we felt this was an opportunity to allow them to have that. In particular, we've been very supported by our retail shareholder base over a number of years, and the opportunity to offer them further increase in their holding through the share purchase plan was important to us.
You are right that we do have capacity on the balance sheet to do this, but we did feel, given this was all being set up as a 100% share-for-share merger, when Barclays were unable to take up their full allocation, sharing this with our existing, new, and retail shareholders was important to us.
Thanks, Andrew. The next question online is, the only quantified synergy disclosed is circa AUD 4 million post-tax cost synergies. What is the pathway to meaningfully larger synergy capture, if any?
Yeah. I think as we started at the start of the beginning, you know, whilst it's transformative for the MFG shareholder level, the individual businesses are very much untouched in this. As you'd expect, I think Brian stated, it's very important that from a client perspective, that they're unaffected through this. There is very little overlap in what the operations of what we do, and that should be expected in what we're trying to do here. Of course, there's premises, technology, procurement buying power, which is the predominant element that drives that synergy value. This wasn't about, this isn't like a traditional businesses coming together that had significant overlaps in their operations. That wasn't the genesis or the driving strategic rationale of that.
Thank you. The next question is, what merged group PE have you worked on or anticipate?
It's not a question for us to look at that or we don't set a group PE target. Our job is to sit there and put forward a very compelling strategic direction for the organization and then to demonstrate that through strong execution. I firmly believe you'll see significant growth in the combined business and shareholders be rewarded from the successful execution of our very well-articulated and forward strategy around building a diversified financial services group.
The next question is, where specifically will revenue synergies come from? A, Barrenjoey distributing Magellan product. B, Magellan clients using Barrenjoey advisory. C, private markets origination, etc.
Thank you. I'll start on that one. We definitely see opportunities. You know, we've covered that around the private markets part of the business. I think the combination of the origination and the deal flow from the Barrenjoey side with Magellan's distribution footprint is really exciting. More broadly than that, we see revenue synergies through actually just us working together on new pipeline and new inorganic and organic opportunities right across the business. We do see a lot of those on the investment management side. I would definitely think that's an exciting step for us going forward.
Thank you, Sophia. Next question is, "What would the contribution of the private markets business be to the group, and will deals be originated internally or through global partners?
Yeah, I think we've just touched on most of that. We, you know, we've disclosed in the deck today that private markets LTM revenue contribution was AUD 31 million. You know, obviously, as a combined group, we look to just increase that over time, and particularly, again, coupling the origination strength with the distribution strength. We really see that as a, as a place where we are focused on growing. In terms of origination, we look to continue how that's being done across the Barrenjoey business, but also we see a lot of private markets opportunities in our side of the business as well. Again, that shows the complementarity of what we've got ahead of us.
Thank you. Next question relates to the dividend policy. What is the dividend policy?
Yep. I think obviously we'll await the shareholder vote in April. When the businesses come together, it'll be an important consideration by the board. It's recognized that it's important for us to balance the shareholder returns and through dividends versus the business growth opportunities. As the businesses come together, that'll be a key discussion for the new board at that point. It'll be one of the areas we will clearly articulate to shareholders once we've done that.
Thank you, Andrew. The next question is, MFG current market cap is AUD 1.42 billion. Adjust for AUD 588 million Barrenjoey implied value of current share, AUD 115 million cash, AUD 403 million fund investments, AUD 22 million FinClear, AUD 142 million Vinva. Suggest you value the investment management business at around AUD 150 million. How do you justify this?
I'm not sure I'd suggest that we value the investment management business as that, but one of the things we did say earlier was that the. At a board level, we felt that the market was not giving the full value, whether it was implying that value to the investment management business or whether it was to the underlying partnership stakes that we have. One of the things that this transaction clearly enables us to do is give a lot greater transparency around the Barrenjoey business so people can get good sense of that and will therefore make a much more informed for shareholders to understand the true value of the business.
We sit there and agree that the growth prospects of the business exceeded what the market looked at the business, and hopefully through this transaction we'll be able to give greater transparency, which will allow market participants to put a better valuation on the overall group and its resilience.
Thank you, Andrew. The next question is, what is a weighted average escrow?
I can take that one. The average escrow is about five and half years post-announcement. Obviously for myself, Matthew and Guy, that's further out, so that's nine years. Weighted average or out to nine years, weighted average term of approximately six years post-announcement.
I think it's important to add on the escrow points. It'd be nice for me to argue that this was a heavily negotiated point and we managed to finally get them to secure such long escrows. Actually this was voluntarily offered by the top team there at Barrenjoey as really demonstrating a very clear alignment to how they are looking at this transaction, not just over the next 12 or 18 months, but over the next decade or two, and very much showing their commitment to take focus on the long term. I think that's really, really important to emphasize how important that is just culturally that sends to the clients, to the business.
You know, I'm very appreciative and thankful to Matthew, Guy and Brian, who have demonstrated, throughout all these conversations, the commitment to the organization, to the shareholders, and to the clients, in every part of the discussions we've had.
Thank you, Andrew. That concludes all the web questions that have been submitted. Operator, are there any more questions on the phone lines?
Thank you. You have another question on the phone line. This is from Siddharth Parameswaran with JP Morgan. Please go ahead.
Just one more question. Just it doesn't look like we're going to get any independent expert report on Barrenjoey. I'm just keen to understand why that decision is taken. It seems extremely material and, you know, to be honest, you know, we don't have much visibility on the business at all. Independent experts reports at least might give a little bit more clarity. Just keen to understand why that isn't being pursued?
I think part of this is that we have had very long-term and significant exposure to Barrenjoey already. From a shareholder perspective, Magellan's already a 36% shareholder in that. Clearly, we have had significant due diligence and through the financial numbers, as we've had exposure to the business over its full five years. We are offering shareholders the opportunity to vote on the transaction. As I said earlier, and I know Sophia's had in her conversations, a lot of our shareholders have been very supportive of our investment in Barrenjoey. Have actually asked us, would we ever increase that, because that was something they saw as a valuable part of the MFG story.
In terms of the advice and the work we've done, we're confident that shareholders have got the information they need.
I mean, the thing is that you're changing from an asset manager to an investment bank, basically. You know, the shareholders of your business, you always had the opportunity of divesting the assets. It seems like a completely, you know, it's a complete change in what investors are investing in. Shouldn't they be given more information than what we're getting today?
I don't, I don't see us as changing from investment manager to an investment bank. The contribution to the last 12-month profits is 55% from investment management and 45% from the capital partner side of the business. I think it's actually a balanced business. It is actually offering diversification and resilience, which I think in, in the way markets are, I think that's very important. Of course, we are giving shareholders the opportunity to vote for this. They will have the opportunity to either agree or not in April. We see it as very compelling for them.
Thank you, Andrew, and thank you all speakers today.
Thank you.
Thank you, Sid. That concludes all of the questions for today, and it is the end of today's investor presentation. Thank you, everyone, for joining us.