Good day, and thank you for standing by. Welcome to Perpetual Full Year Results Briefing 2024 conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you'll need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Head of Investor Relations, Susie Reinhardt. Please go ahead.
Thank you. Good morning, everyone, and welcome to Perpetual's Full 2024 Results Briefing. Before we begin today, we would like to acknowledge the traditional owners and custodians of the land on which we present from today here in Sydney, the Gadigal people of the Eora Nation, and recognize their continuing connection to the land, waters, and community. We pay our respects to Australia's First Peoples and to their elders, past and present. We would also like to extend our respect and welcome to any Aboriginal or Torres Strait Islander people who are listening in today and acknowledge the traditional custodians of the various lands on which you all work today. Presenting with us are Rob Adams, Perpetual's Chief Executive Officer and Managing Director, as well as Chris Green, Perpetual's Chief Financial Officer. There'll be an opportunity to ask questions at the end of the presentation.
Please, can we ask that we start with two questions each to ensure we have time for all analysts who are keen to ask questions? Before I hand over to Rob, we would like to draw your attention to the disclaimer on page two of the presentation. Over to you, Rob.
Thanks, Susie. Good morning, everyone. Thanks for joining the call today. Maybe getting straight into it, turning to the first slide, the year in review and results at a high level. Of course, the major event for Perpetual this year was the announcement of the scheme of arrangement with KKR. We announced that back in May. That followed a comprehensive and thorough strategic review held by our board, which formally commenced back in December of 2023. The strategic review is expected to lead to positive outcomes for our shareholders, which we'll discuss in more detail today. We expect it to deliver estimated cash proceeds of between AUD 8.38 per share and AUD 9.82 per share, plus provide our shareholders with exposure to our Global Asset Management business as it becomes a standalone, debt-free, listed business.
Importantly, we have progressed the integration of Pendal Group, acquired back in January of 2023, at pace, and we have delivered in excess of AUD 80 million in targeted annualized expense synergies earlier than our original target of January 2025. Looking now at the headline results, underlying profit after tax was AUD 206.1 million, up from AUD 163.2 million last year, which is driven by the full 12-month contribution from Pendal and growth across both our corporate trust and wealth management businesses. Disappointingly, our Asset Management division was impacted by greater than expected net outflows throughout the year, which, as we reported earlier this week, has led us to reduce the value of goodwill on our balance sheet for the Hambro and TSW boutiques.
This has been accounted for as a significant item of AUD 547 million, leading to a statutory loss of AUD 472.2 million for the year. Diluted earnings per share on UPAT was 178.6 per share, down 9% on last year due to a higher average weighted number of shares on issue following the Pendal acquisition. The board is determined to pay a final dividend of AUD 0.53 per share, which will be 50% franked. Turning now to some comments on each of our divisions. In our Asset Management business, we saw stable total assets under management and margins, supported by our diversified investment capabilities and our broader client base across key regions and channels.
Revenue was AUD 887.6 million, up from AUD 600.4 million in the prior financial year, and underlying profit before tax was AUD 200.4 million, compared to AUD 132.7 million in FY 2023, which of course only included a partial year of Pendal earnings. As I said, total AUM was AUD 215 billion. That was up 1%, driven by market movements and investment performance. Disappointingly, we reported net outflows of AUD 18.4 billion across the year, the majority coming from Hambro and TSW.
As we did report through the year and through our quarterly market updates, Hambro suffered greater than expected outflows across its Global and International Select strategies, and you'll recall that, its U.K. Dynamic strategy, was also, a recipient of, net outflows following the departure of the main portfolio manager on that strategy. TSW saw net outflows of around AUD 4 billion, mainly in its international equity strategies, which is driven by partial redemptions from a major sub-advisory client. Importantly, this sub-advisory client remains a key client of TSW and has, in fact, funded a new capability of theirs in recent times. Importantly, as you can see from the chart on the right below, our base management fee margins have been relatively stable year-on-year despite these outflows.
We have had success in attracting new monies into some higher-margin capabilities, which we'll talk to in the first, talk to you during the course of this morning. Turning now to our flow profile, distribution priorities. Of course, management of our flow profile is our number one priority across the Asset Management business. Yeah, it's a clear focus across the business that we have to deliver a better result and a more consistent result. After a number of changes to our distribution team over the last 12 months, I believe we now have a strong team in place to take the business forward. This is reflected in a growing new business pipeline.
We have had new appointments in the U.K., with a new head of distribution for the U.K.-European region appointed in March of this year, and we will have a strengthened team focused on the European continent. We have also executed on a product rationalization program to ensure that we improve our focus on the products in our business that will generate growth over time. Over the course of FY 2024, we rationalized 60 products and investment options, really helping to create and drive that focus, while also driving operational efficiency. At the same time, we have selectively launched new higher-margin products, which include the Perpetual Strategic Capital Fund, which is a specialist-focused activist fund, leveraging the capabilities of our highly regarded Australian equities team.
We launched the Regnan Global Mobility and Logistics Fund, which is the second global thematic fund managed by the Regnan team based in London. And Barrow Hanley, as we've previously reported, raised their second and third CLO series, bringing their total CLO asset inflows to around $1.1 billion, which has opened up a whole new revenue stream for Barrow Hanley. Importantly, we're also strengthening our presence across key channels, such as the U.S. intermediary channel. Through the integration of Pendal, we've unified our U.S. mutual fund platforms, leveraging Pendal's existing platform that has the heritage and network to better to support better reach across that channel, which is that intermediary channel, which is, of course, such a key and large channel.
So, as we've commented on, it's been our ambition to give Barrow Hanley exposure to the U.S. intermediary channel for the first time in their forty-plus year history, and through that work, you know, we will now be doing that. The key elements of our strong investment performance, our global distribution team, our more focused product range, and prioritization of key regions and channels give me confidence that our net flow profile will improve. Turning to the results of our other divisions, firstly, to Corporate Trust. Our Corporate Trust business continues to demonstrate its position in the market as a quality, sector-leading business with unmatched long-term client relationships that support growth. In Corporate Trust, underlying profit before tax was up 4% over the year, supported by revenue growth of 6% and FUA growth of 4%. During the year, Corporate Trust saw growth across all segments.
In DMS, the banks returned to the market after the roll-off of the term funding facility last year, and in our Managed Fund Services segment, we saw continued market activity in the commercial property sector, despite the higher interest rate environment. Perpetual Digital saw good momentum, with client growth through sales of new and existing SaaS products. EBITDA margin for the year was 51%, down slightly on last year due to business mix and our investments in replacing technology and in cybersecurity. Through the year, we completed a comprehensive technology upgrade, replacing a number of legacy systems across the business. Finally, now turning to Wealth Management. Our Wealth Management business saw strong growth in underlying profit before tax for FY 2024, up 15% on the prior year, with total revenues up 4%, driven by growth across all segments.
Funds under advice grew by 7% during the year, supported by positive market movements and net inflows. The diversity of services in Wealth Management underpins its quality of earnings through market volatility. Importantly, we continue to deliver and innovate for our clients in our Wealth Management business, with our new ESG reporting tool launched in the H1 of the year being one well-received example of that innovation. Our client engagement has remained strong, and despite a period of corporate activity, it was particularly pleasing to see a higher NPS for Wealth Management this year of plus 48, compared to plus 46 the prior year. I'll now hand over to Chris to provide further details on our results and an update on the scheme of arrangement, and we'll come back to give summary and outlook comments.
Thanks, Rob, and good morning, everyone. Firstly, I'll turn to an update on the scheme of arrangement, as Rob said. Today, we're giving an estimate of the net cash proceeds that we expect to deliver as part of the transaction with KKR, which I'll talk through shortly. Following that transaction, Perpetual will become a simplified asset management business, debt-free and better placed to drive operational efficiencies and leverage its global distribution platform. Last week and today, we've made announcements regarding the leadership and board of Perpetual going forward. New CEO, Bernard Reilly, will commence on Monday to progress and complete the transaction and to take asset management forward. Also announced today were board changes, including that our current chairman, Tony D'Aloisio, will retire following completion of the transaction, with Greg Cooper appointed to chair the standalone asset management business going forward.
Turning to the estimate of cash proceeds, Rob mentioned we estimate cash proceeds at this point of between AUD 8.38 and AUD 9.82 per share, with this continues to be based on a number of assumptions. We've estimated debt of AUD 686 million on completion, although transaction and separation costs to be incurred in the period to completion will add to this. We've estimated tax and duties in a range of AUD 106 million - AUD 227 million. This range is informed by the opinion of our external advisory team and our current engagement with tax authorities. We estimate transaction separation costs of AUD 184 million, and net debt adjustments, which include working capital adjustments, of between AUD 78 million and AUD 121 million. We're advanced in our separation planning, and the separation activities indeed are well underway.
Turning to the next slide. In addition to cash proceeds, shareholders will retain ownership of a debt-free, globally diverse multi-asset business. The streamlined business will be one of the largest ASX-listed asset managers by AUM, managing in excess of AUD 215 billion in assets. The business will have more than 100 investment strategies across 10 countries, with leading distribution capabilities in key regions worldwide. The standalone business will operate under a new brand, which we will present to shareholders in 2025. The new asset management business will have a simplified operating model, and today we've announced a simplification program which will run over the next two years.
In separating the businesses, we've estimated stranded costs of around AUD 75 million pre-tax, with a TSA agreement in place, which is expected to cover around AUD 50 million of those costs, which as those services are transitioned across to KKR, those costs will roll off. In addition, we're embarking on a simplification program, which will deliver an estimated reduction in costs of between AUD 25 million and AUD 35 million pre-tax per annum over a two-year period. This includes FY 2025 cost initiatives of between AUD 7.5 million and AUD 10 million, the benefits of which will be weighted to the H2, given the activity is occurring late this half and into the next half. In FY 2026, further cost reductions estimated to be between AUD 17.5 million and AUD 25 million.
Under the program, we expect to deliver benefits from a smaller board and management team, reflecting the reduced size of the company. We also expect benefits from a streamlining of central and support functions, simplifying technology, continuing to rationalize our products and platform, and further consolidating and optimizing third-party vendor costs. Turning to our financials now. Operating revenue of AUD 1.335 billion was 32% higher, or AUD 321 million greater than the prior corresponding period, primarily driven by the incorporation of Pendal's revenues for a full twelve-month period, noting that the acquisition settled in January 2023. Revenue growth was also driven by higher revenues in corporate trust and wealth management, which saw 6% and 4% revenue growth, respectively.
Performance fees earned in FY 2024 were AUD 15.8 million, AUD 0.6 million higher than FY 2023, generated by eight strategies within our asset management business. Total expenses of AUD 1,051.4 million were 32% higher, incorporating a full 12 months of Pendal Group expenses, as well as higher funding costs from higher interest rates, higher variable remuneration, and foreign exchange impacts. Underlying profit after tax of AUD 206.1 million was up 26% on FY 2023, and the effective tax rate on PBT over the period was 27.3%, up from 25.5% in FY 2023, due to the impact of prior period adjustments, primarily due to non-deductible expenses from the Pendal acquisition.
Significant items were driven by the AUD 547.4 million impairment announced earlier this week, as well as transaction integration costs, mainly relating to the integration of Pendal. As a result, we reported a statutory net loss of AUD 472.2 million. Earnings per share on NPAT, 9% lower, with return on equity of NPAT at 10%. The board declared a final dividend of AUD 0.53 per share, 50% franked. Looking at our segment NPAT performance in more detail, NPAT was higher, primarily due to the full-year earnings contributed from Pendal Group. Wealth Management's PBT increased by AUD 7 million, driven by organic business growth across all of its segments. The same can be said for Corporate Trust PBT, which increased AUD 3.4 million, with revenue growth across Debt Market Services, Managed Fund Services, and Perpetual Digital.
In Group Support Services, PBT decreased by AUD 13.7 million, predominantly due to the full year impact of Pendal Group acquisition borrowings, but partially offset by higher investment income. The tax impact on all the above resulted in a movement of AUD 21.4 million dollars due to the higher effective tax rate applied in FY 2024. Turning to an update on the Pendal integration. As Rob mentioned, we've achieved our target of AUD 80 million dollars in run rate synergies ahead of our two-year goal and have largely completed the integration program. The synergies are accumulation of labor cost savings, infrastructure consolidation, and service provider synergies, as you can see on the chart. AUD 59.7 million of actual synergies were reflected in our expense line in the FY 2024 results....
With those synergies, the group incurred AUD 60 million in integration costs pre-tax during the year, which appear in the significant items. While the formal integration program has now completed, we do have some residual projects, such as unifying our custody and administration providers. As a result, we expect there to be remaining integration costs coming through in FY 2025 from these projects, as well as from residual equity remuneration expense associated with the acquisition, and total cost of the integration program are expected to be in line with previous guidance. Turning to the detailed expense analysis.
Controllable cost growth was impacted by a range of factors, including the full year impact of Pendal Group expenses, costs associated with IT security enhancements, particularly in relation to cyber and cyber resilience and security, technology insourcing for the group, as well as strong performance in Barrow Hanley, which increased their expenses. Cost growth from higher interest rates and FX impacts on non-Australian expenses added 3% to expense growth, and total expense growth of 32% came in at the lower end of our guidance of 32% - 34%. Today, we're also providing total expense growth guidance for the H1 of 2025, noting that should the transaction of KKR be approved, Perpetual will transition to being a single purpose asset management business at some point during the H2.
For the H1 of 2025, we expect total expense growth of between 2% and 4%. This will be driven primarily by BAU expense growth in wealth management and corporate trust to support the continued growth we're seeing in those businesses. As always, this will exclude the remuneration expense related to performance fees, and is based on currency assumptions, which we've set out in the footnote. Turning to cash flow, where the main movements reflect the completion and a full first 12 months of integration of Pendal. Free cash flow of AUD 181.9 million for FY 2024 was driven by an uplift in net cash receipts in the course of operations due to that full year Pendal contribution, along with stronger earnings from wealth management and corporate trust.
As such, there was a net increase in cash flows in FY 2024, compared to the AUD 85.8 million free cash flow available in FY 2023. After paying dividends totaling AUD 141.8 million, the result in net cash position prior to acquisitions, debt repayments, and seed funding was AUD 303.3 million, and total cash at 30 June was AUD 222.3 million. Turning to the balance sheet. At June 2024, the balance sheet remains robust, despite the impact of U.S. currency movements and the impairment of the Hambro and TSW CGUs. Our cash balance includes free cash as well as regulatory and working capital, and following debt repayments through the course of the year, our borrowings decreased by 8% or AUD 55.4 million.
With the impairment, our gearing ratio increased to 28.2%, remaining within the group's risk tolerance and to dividends, the board has declared a dividend of AUD 0.53 per share for FY 2024, which will be 50% franked and paid on the fourth of October. The final dividend reflects a payout ratio of 56% of H2 2024 UPAT, which is lower than the prior half and takes into consideration the cash needs of implementing the scheme and separating the businesses this year. Total dividends are AUD 1.18 per share, representing an FY 2024 UPAT payout ratio of 65%, within the board's target range of 60%-90% of UPAT on an annualized basis.
Finally, as part of the work to prepare for separation, the dividend policy for the asset management business will be reviewed, and any changes will be communicated to shareholders at our H1 results. Before I hand back to Rob, I'd like to draw your attention to the detailed divisional results and further information in the appendix. Back to you, Rob.
Thanks, Chris. Just briefly, in summary and outlook. In asset management, we are encouraged by the positive momentum in net flows we've seen already during this Q1 of FY 2025, particularly coming from Australia across both the intermediary and institutional channels. In wealth management, our strong client engagement has positioned us well going into the new financial year, and there's good momentum, yeah, in comparison to the Q1 of the prior year already, this quarter. And in corporate trust, the positive market activity and securitization we saw in the final quarter of FY 2024 is continuing into this Q1 of FY 2025.
We are progressing with the separation work to ensure our corporate trust and wealth management businesses are ready for their new owner, and as Chris has commented on, ensuring that our asset management business begins its new life as a standalone listed company with a strengthened balance sheet, a demonstrably leaner structure, and refreshed leadership and board. Last week, the board announced the appointment of Bernard Reilly, again, as Chris mentioned, to take over from me as CEO and Managing Director of Perpetual, to take the business forward into this new chapter. Knowing Bernard, his experience and his skill set is ideal for Perpetual, and I wish him and the broader team every success into the future.
The combination of his fresh eyes and the orderly board renewal in preparation for the completion of the transaction, which we also announced today, combined to position the business well for the challenges ahead. Finally, I would like to thank every person at Perpetual for their support and their unrelenting focus on our clients during my six years with the business. Despite change, despite COVID, despite market volatility, that focus has driven you all, and you have all earned the trust of our clients every day through your every action. Those qualities of Perpetual are indeed perpetual and will continue to be in the future. I'll now hand over to Susie to facilitate Q&A.
Thanks, Rob. Can I hand over to the moderator, please, to take the first question?
Thank you. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. Please limit to two questions per person. If you have more questions, please re-queue. Please stand by while we compile the Q&A roster. First question comes from the line of Nigel Pittaway from Citi. Please go ahead.
Good morning, guys. Thanks for taking the questions. So just first of all, on the ATO ruling, previously, you'd expressed some confidence that given you were over the three-month time period, you'd have that by today. I mean, clearly, that's not the case. So can you just give us a bit more clarity as to where you are with it and sort of how long you expect it to take from here?
Thanks, Nigel. Yes. Yeah, we would have hoped to have been closer to finalization than we are at this point. We're engaging really well with the tax office. It's productive, and you know, respectful on both sides, and we're working our way through it. The tax office is also aware of our timetable and the importance of giving our shareholders full information as soon as possible so that they have all the information they need to make judgment on the scheme when they vote. So they're aware of that timetable. We've provided this range today based on the engagement to this point, plus the advice of our advisors.
As we finalize that engagement with the tax office, as we get further information, it will come straight back to the market to give it, knowing this is an important input into the net proceeds, but it's going well. We don't control the speed, but the tax office is aware of our timetable and is sympathetic to that.
Okay, and then maybe, just a question, on the group results. I mean, obviously, the group results in the H1 did benefit from AUD 8 million of earn-out releases. Can you just sort of confirm whether or not there's been further earn-outs in the H2?
No, nothing particularly meaningful, Nigel. So, no. So you're right, there were some one-offs in the H1 that impacted. We didn't have that same impact in the H2.
So the group result being sort of still relatively strong, there's been more investment income. Is that right, in the H2 or?
Yes, that's right.
Okay. Thank you.
Thank you. Just a moment for our next question, please. Next, we have Elizabeth Miliatis from Jarden. Please go ahead.
Good morning, gentlemen, and thank you for taking my questions. First one would just be on just your flow expectations in the near term, particularly for the J.O. Hambro and TSW businesses, given the impairment that you booked earlier in the week.
Yeah. Hi, Liz. Yeah, I mean, I'll make some general comments and then specific to Hambro and TSW. I did talk about the fact that we've seen, yeah, some positive momentum this quarter. You know, I think the Q4 of 2024, yeah, we what we expected to happen didn't happen, and what we didn't expect to happen happened and that, yeah, we previously talked about some large institutional wins that would fund in either that quarter or the quarter we're now in. None of those funded in the Q4, and some of those we expect to fund this quarter, and if not this quarter, the following quarter.
So yeah, that's obviously helping our momentum here, as in general, as a number of other wins that we've had, yeah, here in Australia and for Barrow internationally as well, some of them quite significant. So this quarter, so far, yeah, feels pretty good. As for Hambro and TSW, particularly, yeah, Hambro has seen an improvement in performance of its Global Select strategy, which has seen a moderation of the outflow profile. International still with some margin to recover, but we have definitely seen a moderation of the outflow profile in across those Hambro capabilities.
And more broadly for Hambro, beyond those capabilities that led to the outflows we've seen in the first eighteen months of ownership, we're seeing some good interest in our international and global opportunities, capabilities in some of the emerging market capabilities run by Hambro. Actually, interestingly, for the first time in some years, we're in positive flows for a U.K. equity income capability, which is probably the best U.K. equity income capability in the industry. Yeah, there are some bright signs there and a moderation of the outflow profile. For TSW, a little bit of the same story there, where we have seen a moderation of the outflow profile. There still is some asset allocation occurring away from equities, yeah, into fixed income.
And so some of those partial, you know, redemptions are still coming through, but at a slower pace. And pleasingly, we've also seen some interest in some newer capabilities. So for example, TSW have a two-year track record on an emerging markets global emerging market capability. One of our existing clients is funding an initial pretty decent amount into that capability after only two years of performance, which is gonna open up a new avenue for them. So, sorry, it's a long answer, but I think the simple version would be outflows moderating and some bright signs elsewhere for both of TSW and Hambro.
Got it. And just a super quick follow-on question. Is there anything you want to flag in terms of big wins, in the Q1 of 2025?
I mean, aside from the deferral of those, so the timing of those larger institutional wins, I think we flagged it as AUD 3 billion back in our Q3 update last year. Yeah, so we expect, you know, some of those to fund this quarter and some to fund more likely in the Q2. We just don't know the exact timing. Yeah, one of those larger wins, I think is currently slated to fund on the 30th of September, for example. But so, yeah, but things can change.
You know, there is a you know material win for Barrow Hanley from an existing Canadian-based client into a different capability, which we haven't commented on, and is you know outside of the previously nominated amounts. As I mentioned earlier, there's some good momentum across yeah both the institutional and intermediary channel here. Then some smaller things which have all been good. You may recall that we had, or you may have seen, we had a capital raise for our Perpetual's credit fund listed vehicle here. It was three times oversubscribed. We're seeing really good flows for the Perpetual Credit and Fixed Income team here on the back of you know really strong performance.
You know, Barrow continues to do very well for us here. You know, Barrow, I think, net flows out of Australia for 2024 were just north of AUD 2 billion across all channels, and, you know, that momentum is continuing as well. Yeah, and, you know, trying to be balanced in my comments here, you know, we're always attentive as we can be with business at risk. There is always business at risk. Our investment performance profile across our capability set is good. You know, to be honest, I'm not gonna say it's great, but it's good. Yeah, I think around two-thirds of our funds are outperforming their benchmark over three years. We've been better, but it's not at the point where we have any noted concern.
But you know, institutional flows can be lumpy, and we saw that again in the Q4, you know, where, for example, you know, Trillium had a very large, you know, in Aussie dollar terms, billion-dollar client. There was a model portfolio, so emulated portfolio, low basis points, but we lost that on the second last day of the financial year. We're not aware of any notable losses like that, but we're always attuned to the fact it can happen.
Okay, thank you very much.
No worries. Thank you.
Thank you. Our next question comes from the line of Anthony Hoo from CLSA. Please go ahead.
Thank you. Just my first question, you previously talked about the U.S. intermediary channel as a key focus area. I'm wondering if you can give us any update here? Is this in progress, any wins in that channel?
Yeah, thanks, Anthony. Good question. Yeah, we have flagged the intermediary channel, as you've said, as a key focus point. To be frank, you know, I think the coming together of the mutual fund platforms took longer than we expected. That's now occurred, and, you know, so for example, you know, that unification's occurred, so on the same mutual fund platform, we have key Hambro capabilities, Trillium capabilities, and now Barrow Hanley capabilities.
So our U.S. intermediary team now has that unified platform to take to market, and it has actually literally only been in recent weeks that the intermediary team has started to take both Cory Martin, who's CEO of Barrow Hanley, and, you know, one of the lead PMs in the Global Value strategy, and Mark Giambrone, you know, our Head of U.S. Equities at Barrow Hanley, around to see key clients. That work has only just started, literally. In fact, I think Mark might have been doing his first round of visits this last week or this week. So yeah, it has been slower than we had anticipated, but it's now in place, and so, you know, we feel pretty positive about that.
I would say that also, you know, we, we put in a new Head of U.S. Distribution, Mickey Janvier, who started, in about one year ago today. He has done a fair bit of work in, in, refreshing the intermediary team. Still a couple of roles to fill there, but, you know, that team, I think, is, is, sort of chomping at the bit, ready to go. So nothing to report in terms of, you know, new demonstrable wins. It is fresh. It has been slower than we thought, but we, you know, we are very hopeful of the opportunities. The, you know, knowing, that Cory did his first round of global value meetings, to, with, with our head of intermediary distribution just a few weeks ago, the feedback was first class, but it's early days.
Okay. Thanks for that. And just a second quick one. On the cost savings, on the cost program, you've talked about a simplification program, savings of AUD 7.5 million-AUD 10 million FY 2025. So is that separate to the... I guess that's on top of the tender synergies, which look like there's another AUD 20 million to come in FY 2025. Is that right?
Yeah, so that's on top of synergies, but it's the benefits in FY 2025 are included in our H1-
...expense guidance of 2% - 4%. So importantly, for, particularly for the H1, a lot of that activity is commencing now, and so H1 impact of the activity to take cost out in FY 2025, the benefits will start to accrue in the H2, and the full run rate benefits will only accrue once it's completed from the first of July.
Okay. Got it. Thank you.
Thank you. Our next question comes from the line of Brendan Carrig from Macquarie. Please go ahead.
Good morning. Maybe just following up a bit on the costs, Chris. So just on the stranded cost, the AUD 50 million that's part of the TSA, when you sort of make the comment there in the slide that says, "Costs will be actively reduced as services transition to KKR," what proportion or quantum of that AUD 50 million are you anticipating can be reduced, and is it separate to the simplification program that is then referred to straight below on the slide?
We're looking to take out the vast majority of those costs that we're supporting KKR through during the period of TSA, during that TSA period. It's one of the advantages of TSA is you have a period where you're being paid for services, and you have the ability to plan for, you know, those services to roll off or roll into the wealth or trust businesses. So the vast-
Yeah
... the majority of those will go as well, and so we have that AUD 75 million starting point, getting rid of most of the AUD 50 million during the course of TSA, and then a cost program in addition to that of AUD 25 million - AUD 35 million .
Okay. So if you get most of the AUD 50 million and then the additional AUD 25 million - AUD 35 million, it's, yeah, could be a net cost reduction, all things considered-
I think, yeah, that's-
Over the two to three years.
That's absolutely what we're targeting. I'd say this as well, that, you know, we have a new CEO starting on Monday, and there are certain initiatives that are difficult to commit to without the new CEO being in the chair and, in effect, ratifying, particularly if you think about some more strategic initiatives around operating model, et cetera.
Yeah.
So yeah, I would say that that's the work that we've done to this point. And Bernard, I'm sure this will be a priority for him as well as he joins next week.
Okay, and then the H1 2025 guidance, so does that mean that cost growth in PAM is effectively 0% in the H1, and then the 2% - 4%...
Yeah. Overwhelmingly-
Being driven by those other two divisions?
Absolutely. Yep. So, overwhelmingly, that cost growth is coming out of wealth and trust, with the growth in expenses supporting the growth in earnings for those businesses. Yeah.
Okay. Thank you.
Thank you. Just a moment for our next question, please. Next, we have Lafitani Sotiriou from MST Financial. Please go ahead.
Good morning, guys. Can I just follow up on that stranded group cost question, slide 13, because it is a little confusing how it's presented. So the AUD 75 million stranded group cost, the TSA portion, AUD 50 million, you're committing to reducing that largely entirely over that 18-month period. And then on top of that, you've got a AUD 25 million - AUD 35 million cost out. So overall, you're actually possibly flagging no stranded group cost by the end of 18 months?
Yeah, Laf, and I should state that AUD 25 million - AUD 35 million, obviously, there are certain, you know, stranded costs that we can't remove. That's a program of work, AUD 25 million - AUD 35 million, that is a reaction to the business needing to look at its cost base, regardless of the separation, and taking that AUD 25 million - AUD 35 million out, as you say, to in effect remove the impact of the separation and get the cost base something, you know, resembling the asset management divisional cost base that exists today.
Just to clarify, the AUD 50 million that KKR is paying is per annum, pro forma, so there'll be AUD 75 million over an 18-month period?
Yeah, I think that's right. It's pro forma. It's in effect, we're providing AUD 50 million of services to KKR per annum. Yes, that's right. I should also note, Laf, that it's 18 months, but it can be extended, and so it could be a little longer. We're all working very hard to get it done in 18 months, but it could be a little longer.
Got it. And so my next question: what is the sort of contingency planning if the scheme doesn't get up? So, you know, one of the things that is often a guide to look at is the share price, and since news of this transaction came up, the share price has come off quite a bit. And so is there a point at which the board or new management will consider pulling the transaction? And so if it is, what's the contingency plan, one, around the balance sheet, and I guess how complicated is it to untangle this transaction at this point?
Yeah, Laf, Laf, Rob here, and Chris will make comments as well. It's a fair question. You know, I mean, obviously, our full focus is on delivering the transaction. You know, we believe that, you know, we're working towards the upper end of the range as our ambition, you know, that we've provided today. And we believe it presents the right outcome for shareholders, particularly, you know, if the work is done to ensure that our asset management business is lean and fit, you know, for life as a standalone. But, yeah, as you would expect, our board is managing contingency plans. It's not the outcome we expect, but we're managing contingency plans.
Yeah, part of that, part of our realization through our own review process before the public strategic review, but through our own, you know, review process, was a realization that the revenue and expense synergies of these three businesses being together, particularly at their different stages of maturation, were quite limited. And we had already commenced moving our businesses towards being able to operate, you know, more independently, because those leverage points just simply weren't there. So even before the strategic decision and then the announcement of the KKR transaction, yeah, that was, you know, we'd been spending the best part of a year, yeah, moving towards operational independency to some extent.
As I say, given the size, shape, form, of each of those businesses, we didn't see any benefit in them being together. So, you know, operating them increasingly separate, and that would continue to be the path. We think each of those three businesses are high quality businesses. Obviously, but in the wrapper of Perpetual, you know, we haven't felt that the value has been unlocked to the extent that we feel sits within the businesses. You know, if the transaction weren't to go ahead, that would be at the position that we would be in, but, you know, still with an aim of ensuring that the value is recognized by the market or if not, make an alternative decision down the track.
But just to be more specific, just what will happen to the debt? And so would you look to pause dividend, do a capital raise? Would you look to sell only part of the assets? And how difficult would it be to unwind the transaction, given where we're at?
So Laf, we would, as I said, there, there's a bunch of contingency plans that are being considered by management and the board, but our focus at the moment is getting the transaction done. We believe it's in the best interest of shareholders, and it's compelling for them. So we'll look at all of those. Keep in mind also, in terms of the debt, we'll have the benefit of two very cash-generative businesses and wealth and trust that will continue to support that debt. But if the transaction isn't to occur, we are thinking about that. We have contingencies, but bottom line is we're on track, and we think the transaction is gonna go through.
Thank you.
Thank you. Our next question comes from the line of Ben Bailey from Harvest Lane Asset Management Pty Limited. Please go ahead.
Oh, hi, guys. Ben from Harvest Lane here. Thanks for taking my question. Can you guys hear me all right?
Yes.
Yes, we can.
Yeah, all good. Cheers. Look, my interest is specific to this guidance on tax liability under the KKR scheme. Back when the transaction was announced, I know you were reluctant to commit to any guidance on tax payable under the sale. But on the webinar at the time, you sort of spoke to the proposed reorganization of the wealth and trust businesses being subject to some form of tax rollover relief that preserved the tax consolidation of the group under the new entity. So I've kind of seen the consensus view in the market was that that relief would be available and thus there's no capital gains tax triggered.
You know, and that was reflected in financial commentary, you know, in financial media, and certainly among some of the sell side who were pitching us Perpetual as a long as recently as, you know, a few weeks ago. We had a bit of a look at certain tax determinations and general ATO guidance after the deal was first announced, and pretty quickly came to the view that relief would be difficult to obtain, let's say. You know, and here we are contemplating a significant tax liability on the sale. My question: was it the board's expectation on entering the scheme that reorganization tax relief would be available, and you know, to what extent, if any, has the tax advice you've received on the transaction changed following engagement with the ATO?
Thanks for the question. I might start at the last piece first, which is the advice that we've received has not changed at all and remains as it was at the time we did the transaction. You're right that we are seeking, in effect, corporate... As part of the reorganization that accompanies this scheme process, we're seeking rollover relief of that reorganization. We continue to engage the tax office on that. I don't want to get into what the outcomes may or not be with that. We've, you know, we're still in confidential discussions. They're productive, but at this point, given the uncertainty, and given we still have a lot more work to do, we've given a range to give some guidance.
And all I can say there is that we will provide further information as and when that information comes from the tax office. There's been a lot of talk about it's taking a long time, and we agree with that. But until we have that clarity, we're gonna take a conservative approach in the way we guide the market, and that we will continue to narrow the range and provide more certainty as and when we are able to get it as part of the process of engagement with the tax office. The tax office is aware of the scheme timetable. We'd love it to be finished now, and we'll continue to work as quickly as we can to get to the outcome.
Yeah, okay. Appreciate that. So I guess those figures that you put out there today, you know, given that the tax advice hasn't changed, is it fair to assume that those figures are still within expectation of what was on the table when the deal was entered into?
Those figures are absolutely within the range of outcomes that were considered by the board at the time. Yes.
Yeah. Okay. Thanks, Chris. Cheers. That's everything from me.
... Thank you. Our next question comes from Andrei Stadnik from Morgan Stanley. Please go ahead.
Good morning. Can I ask my first question around margins in the asset manager? They were broadly stable despite, you know, outflows from equities, which are traditionally higher, you know, higher margin, you know, mandates and funds. Can you talk about a little bit more about, you know, some of the other, you know, business mix changes that are happening in terms of revenue margins?
Hi, Andrei. Yeah, so it's probably not a capability story, but more of a channel story, in that we, yeah, we'd lost some significant mandates from some of it, some lower, some significant. So large mandates at lower margins. And I gave the example before of Trillium, for example, a billion-dollar-plus client. It was an emulated portfolio, low basis point fees. So, yeah, loss of large mandates at lower prices had some impact. So, and then I'd say success in the intermediary channel in Australia, yeah, at firmer margins, yeah, buoyed us up to some extent. So it's probably more a distribution channel story rather than a capability story.
Thank you. And look, my second question, just around the AUD 184 million separation costs. They feel slightly above, or maybe slightly on the higher side in terms of, like, prior commentary. So should we expect then, in return for the larger separation costs, should we expect, you know, a more complete and capable operating platform for the asset manager going forward, standalone?
Yeah, Andre, it's fair to say that some of the costs incorporated in the transaction and separation budget, when we talk about separation, that obviously is setting up wealth and trust and separating those to be absorbed by KKR. But equally, we are setting up the asset management business for success, so some of the costs incorporated in that are to do with setting asset management up as well. So you're right.
Thank you.
Thank you. Our last question comes from the line of Marcus Barnard from Bell Potter. Please go ahead.
Yeah, morning, gents. Just of the AUD 220 million of cash you've got on balance sheet, how much of it goes with corporate trust and wealth management as part of the sale, and how much stays on balance sheet? And also, I suspect this is a related question, but can you explain the net debt adjustments in slide 11, the cash proceeds-
Yeah.
The AUD 25 million - AUD 60 million capital contribution to the asset management? Thanks.
Yeah. Thanks, Marcus. On the first question, which was... Sorry, I'll answer the second. Cash. No, the cash is largely attributable to the asset management business, so it will stay put. We've got AUD 220 million. I think about 60% of that is regulatory capital, and working capital will remain the free cash, and that's what asset management will look like. You talk about the AUD 25 million - AUD 50 million, which is relevant to that. In the net debt adjustments, there are a number of things going on there, one of which is, you know, customary net debt adjustments for things like leave liability, lease liabilities, getting the balance sheets in shape, also working capital.
The part of the reason for the range there is at the low end, we've assumed, you know, the highest working capital we've seen for those businesses in the last couple of years. At the high end of the range, we've assumed the best working capital we've assumed there. But you've also picked up on, in that net debt adjustment, is at the high end, an assumption that AUD 25 million of the proceeds will go to the asset management business, and at the low end of proceeds, AUD 50 million going to it. And that is, you know, on the board is very keen to ensure that the asset management business starts with an unquestionably strong balance sheet. And that's there to do that.
We'll obviously, as we do now, dynamically manage any excess cash, but at least to start the business with a new CEO, and a new monoline business, the board was keen that the balance sheet was very strong.
Okay, that's great. I might explore that further offline, but thank you for that answer.
No worries. Thanks, Marcus.
That's all for me.
Thank you. This concludes our Q&A session. I will now hand back to Susie.
Thanks everyone for joining today. If there's anyone else that has questions, please feel free to email or call me. All of our announcements are on our website, and look forward to talking to you throughout the day. Thank you.
This concludes today's conference call. Thank you all for participating. You may now disconnect.