I'd now like to welcome Mark Vartuli, Chief Executive Officer, to begin the conference. Mark, over to you.
Thank you. Good morning, everyone, and thanks for making the time to join at short notice. I'm joined on the call today by my fellow Executive Directors, Jason Pryde and Trent Northover, who both know JPS well. They will take you through some of the operational detail about the business as we go through our presentation this morning. This morning, we announced that Tasmea has agreed to acquire the JPS Group, which is a specialist services business embedded across Australia's LNG and energy infrastructure. We signed the share purchase agreement last night, and we're targeting a settlement on or around the 1st of August. We're both excited and confident about this JPS acquisition. Its earnings accretive immediately, around 5% to our pro forma FY 2026 earnings per share before any synergy. It's fully funded from cash from our existing approved banking facilities, we do not require any equity raise.
It keeps us comfortably inside our target leverage of about 0.85 x, critically, all five founders of JPS are staying with the business with a meaningful portion of their consideration in Tasmea scrip and are tied in for a four-year earn-out. Their interests are definitely aligned with the Tasmea shareholders. We'll now take you through the transaction and business with a presentation online, then we'll open up for questions. Operator, can we be on the transaction highlights page two of our presentation? This slide is the whole story essentially on a page. I'll just highlight a couple of matters that are key. First, who JPS is. It's a highly specialized integrated services provider to the energy sector. It embeds skilled workforces directly inside the energy asset operators, which are underpinned by long-term Master Service Agreements and recurring shutdown and maintenance work.
The client list is genuinely Tier- 1. Chevron, ConocoPhillips, Inpex, Mitsui, Santos, Shell and Woodside. Second, the alignment which is central to how we do our deals. All five founders are staying. A large part of what they receive is Tasmea scrip, the earn-out is paid over four years only if the business delivers. They are all motivated to grow this business, they are rewarded the same way as our shareholders are. Thirdly, the earnings quality of the JPS business. This is a recurring sticky revenue business. More than 10 long-term MSAs with regulation-mandated shutdown cycles and statutory maintenance for the assets they maintain. We already have over 80% revenue visibility into FY 2027 and also just over 70% for FY 2028. We are forecasting that the revenue will double over the next three years by FY 2029. This is definitely a high-growth business.
The financials, it is immediately earnings per share accretive, about 5% on pro forma EPS before synergy. We've paid 5x EV/EBIT upfront consideration and a total enterprise value around AUD 75 million, should all the earn-outs be achieved. As mentioned before, it's fully funded with about AUD 50 million upfront, of which AUD 25 million approximately is in cash and AUD 25 million approximately in scrip, and a further AUD 25 million in earn-out. We also confirmed our FY 2026 guidance today. I'll now hand to Jason to explain the business a bit more.
Thanks, Mark, and good morning, everyone. If I can please go to slide three, Operator. JPS embeds highly skilled specialists directly into their customers' operations, executing critical work scopes on their energy infrastructure. That work falls under four pillars, which are shown on the screen. The first is integrated operations and maintenance, embedded teams keeping critical assets running day in and day out. Importantly, those scopes routinely expand into broader operational roles over time, which shows how a small initial engagement becomes a long-term relationship. The second is shutdown and campaign execution. When a major LNG asset shuts down for maintenance, JPS are the first port of call, and these are large planned reoccurring events. The third is specialist project execution.
The complex high-value scopes that their expertise lets them win, often on a sole source basis because the client trusts what JPS does, they do it safely and to a very high standard. The fourth is ongoing statutory maintenance, compliance-driven work in a tightly regulated industry. JPS are accredited to work on more than 15 major hazard facilities nationally, which is a high bar and a real barrier to entry. Underneath those pillars, they have three structural growth markets, LNG operations and maintenance Asset life extension as asset base ages and their tech-enabled isolation offering, which I'll come to on the next slide, please, operator. The unique offering with Safe Isolation Australia with the DBB-SAVER. If I explain what that is in plain terms. On energy plant, valves that are meant to seal often don't, creating what's called passing valves, which leak hydrocarbons.
When a valve is passing, you can't safely do maintenance downstream. Work often gets deferred with product loss, contamination, and emissions risk along the way. JPS solution has patented technology called the Double Block & Bleed Saver. It uses a nitrogen-driven pump to create a vacuum between passing valves and deliver 100% isolation. The practical effect is significant. It's one size fits all. The client can carry out maintenance while plant stays online, avoiding a shutdown they'd otherwise have to schedule and pay for. This is attractive on two fronts. JPS are the sole Australian distributor and service provider under a five plus five-year agreement, so it's protected. Strategically, it opens doors. It gets us in front of customers who have never used JPS before, and from there, we can undertake our cross-selling core services. If I can please go to slide five. JPS has core competitive advantages.
What they're good at and why we like them. Number one, they've got established, trusted customer relationships, and the quality of work delivered makes them hard to replace. Number two, they've got recurring sticky revenue, which is low risk. Major clients issue them purchase orders, which are underpinned by long-term MSAs. Number three, like what Mark's touched on, they're founder-led, and that's what matters to us. The business is led by five founders with an average of more than 20 years experience in the oil and gas industry, and they're staying. They're motivated to continue to lead and scale their business. They have exposure in growing markets where our exposure is limited in this sector, and JPS creates a large opportunity to cross-sell our other Tasmea subsidiaries. Number five, they've got a proven track record and are the first point of call when it matters.
They are there to support the clients for their entire asset life cycle. They have a strong financial model, specialist margins, revenues forecast to double in FY 2029. They're capital light, strong cash conversion, and organic growth is self-funded. Finally, they're specialists. JPS ticks all of our boxes on what we look for, and I'll now hand over to Trent.
Thanks, Jason. Slide six please, Operator. This slide is effectively the customer base on a slide. Everything you can see here is the operators that run Australia's LNG industry. JPS has really earned its place to work with them by delivering critical high-risk activities both safely and well across the full asset life cycle. JPS has performed for these customers in Australia, but what's really interesting on this slide is you'll see that some of these customers that are global are inviting us into the international operations. You'll see specifically in the middle down the bottom, Chevron Angola Africa asset. It will show you in the next slide how this translates into a growth pathway. Next slide, please, operator. Slide seven. This slide is our growth case in four parts. Firstly, JPS runs a core workforce, around 150 specialist individuals.
This means we can mobilize the right people quickly when our key customers need them. Secondly, the workforce is deployed across the critical Australian LNG and gas assets. Onshore, offshore, and you'll note that the floating LNG is also included. All of these are blue-chip customers for us. Third, this is where we feel Tasmea adds a lot of value, is the cross-sell. We can introduce our existing capabilities through JPS' already open doors, which is where the organic growth we see will come from in the future. Finally, the global markets. JPS' core clients operate worldwide. Expansion is already underway. Chevron in the U.S.A. and in Africa, Woodside in the U.S.A., and ConocoPhillips in the U.S.A. What's key to note is we're not speculating about international growth. It's already started. Slide eight, please, Operator. Finally, this is the market backdrop.
We've spent a bit of time ensuring this image is quite clear, but you'll see that Australia's 10 producing LNG facilities across Western Australia, Northern Territory, and Queensland. More than AUD 300 billion of capital has gone into the LNG projects over the last 20 years. You'll see that on the left-hand side of the slide. Infrastructure now has to be operated and maintained for decades to come. These assets aren't going anywhere. That's clear. They have to keep producing. They've got long contracts for clients who have contracts running out to 2030s and 2040s that they need to supply, which means they have to be keeping maintained across all their asset life cycle. On the bottom left, you'll see in the green box, the Ichthys case study makes it concrete.
A single shutdown in Darwin was a maintenance program worth over AUD 200 million in Australia, and ended up having over 1,600 people work on that maintenance program. This is exactly the kind of recurring large-scale, regulation-driven work that we see JPS has the capability in the future to deliver. I'll hand back to Mark to take you through the deal terms and numbers.
Thanks, Trent. Operator, if we could have page nine, please. We're acquiring 100% of the JPS Group, both the operating business and Safe Isolation Australia. The total consideration is around AUD 75 million, roughly AUD 50 million up front, with AUD 25 million in earn-out spread across FY 2027- FY 2030. The upfront AUD 50 million splits into about AUD 24.5 million in cash at settlement and AUD 25.6 million in Tasmea scrip. Just over three million new Tasmea shares issued to the vendors at an AUD 8.50 price. The founders have taken a substantial part of their consideration in our equity at a fixed price, and they're holding it. The earn-out is where the protection sits. There are four annual payments of roughly AUD 6.25 million, and they'll pay if JPS hits a maintainable EBIT of AUD 12 million in each of the years.
It's geared against us in the right direction because every Australian dollar of EBIT below AUD 12 million, the earn-out reduces by AUD 2, falling to nil if their EBIT falls below AUD 8.9 million. In other words, we only pay the full price if the business delivers the earnings that we've agreed it will as between the JPS team and us. In respect of timing, we executed the SPA last night. We're targeting settlement on or around the 1st of August, subject to customary conditions, including ACCC approval under Australia's new mandatory merger regime. If I can turn over, please, Operator, to the next slide. The numbers on a pro forma basis is showing that Tasmea plus the recently announced Maxim acquisition and JPS, as we'd owned them for a full year.
Our underlying EBIT, the group moves from AUD 128 million on a pro forma basis with these two new acquisitions to AUD 185 million. With that, the existing Tasmea is about 69%, Maxim is about 25%, and JPS 6%. Underlying NPAT moves from pro forma AUD 78 million to AUD 113 million. The measure that matters most for shareholding, underlying earnings per share, moves from AUD 0.298 to approximately AUD 0.41 on a pro forma basis with both the recent Maxim and JPS acquisitions included. Just in relation to this EPS figure, because it captures both the combined M&A of Maxim and JPS on a like-for-like basis. JPS still is about a 5% earnings per share accretive before any synergies, which is the cleanest number for assessing the transaction on a standalone basis.
As mentioned before on the balance sheet, gearing moves to just under 0.85 x net debt to pro forma EBITDA. This figure keeps us comfortably within our stated target leverage. We're not stretching our balance sheet to complete this transaction. If I can turn over the page, please. Just to summarize on the strategic rationale, we believe this acquisition does at least four things for us. It adds an embedded specialist service platform in energy with a skilled, scalable workforce and genuinely differentiated technology in a tech-enabled isolation. It gives us exposure to a high-growth, structurally supported market where JPS revenue is forecasted to double by FY 2029, with further upside from SIA and customer-led international expansion. It retains and aligns the founders who built the business. Scrip plus a performance earn-out means the founders win when all of our shareholders win.
It brings high-quality, capital-light earnings with strong forward visibility, which diversifies Tasmea's revenue further into the energy sector. On top of all that sits the synergy, which we have deliberately not built into our accretion number. The clearest is the cross-sell. We can take Tasmea's existing trade stream, electrical, mechanical in the main, and introduce them to JPS' Tier- 1 energy clients. There are also operational synergies through our corporate services and labor platform and cost synergies on procurement such as insurance, et cetera. The 5% accretion we've quoted is before any of this. We believe the JPS acquisition is squarely on point from a strategy perspective. Another disciplined, well-structured, fully funded acquisition that strengthens the Tasmea Group and aligns the people delivering it. Operator, we'll now pause and open it up for questions.
Thank you. As now mentioned, we will begin the Q&A session. For those listening by phone and would like to ask a question, please press star, followed by the number one on your telephone keypad to raise your hand and join the queue. To withdraw your question, simply press star one again. When called upon, please use your handset and ensure your line is unmuted and be ready to ask your question. Your first question comes from the line of Megan Kirby-Lewis of Barrenjoey. Please go ahead.
Morning, guys. My first question is just on the revenue trajectory. A very strong 100% growth over the last three years. I guess just came for a little bit more color on how the business has been able to achieve that?
We call it, or they call it, a land and expand strategy. They get invited in to do a certain section, given their expertise, and then they just grow from there, and they never leave. We've got visibility by person, by site, by shop, by roster that drives that revenue forecast out to FY 2029 and where we believe that growth is.
Great. Thanks, Mark. Just on the margins, it looks like it's going to sit within mechanical, which has margins around 11%. How should we be thinking about JPS margins relative to that?
They will sit more around where our electrical margins sit.
Right. Okay. Maybe just how you guys are thinking for capacity for further acquisitions from here. I guess firstly just on timing, management time uplift for any further deals from here, given you guys have been pretty busy. Just in terms of on the debt facilities, where you see, I guess, where capacity is on the existing facilities?
Well, I promised Megan there'll be no more this financial year. This is the last one. No, we have a twin pillar strategy, as you know, with organic growth and programmatic acquisitions. We continue to assess a number of early-stage acquisitions that we're attracted to. None are imminent in the next week or so, I should say. Re- capacity, you see how we structure our deals. We have significant capacity given our leverage and significant capacity given our ability to issue scrip. Unless we were to do an out-of-the-box acquisition from a size perspective, we believe that we've got plenty of balance sheet and firepower to continue acquiring businesses in the sort of, call it AUD 10 million-AUD 50 million EBIT.
In respect of management time, as you know, Trent recently joined only 12 months ago, although these couple of recent acquisitions will keep him a little bit busier. We're actively looking to grow our talented executive team, and we'll look to complement that if we look to need to get more support to support these business. We do run a decentralized acquisition model and very much rely on the founders continuing to grow their business with us supporting them to scale it and then provide the corporate services and shared services to take away the pain points often that they have in growing their businesses. We're able to provide that, whether that be through recruitment and workforce solutions, legal, commercial, et cetera.
Great. Thanks, Mark. I'll pass it on.
Your next question is from the line of Lachlan Woods at Canaccord. Please go ahead.
Hey, guys. First question from me. Can you kind of just talk us through how this acquisition came about? Was it an existing relationship or having seen the founders, I guess, on the other side of clients for some time?
I'll let Trent explain this one. I'm going to attribute the introduction to Trent, and he'll explain why.
No, Lachlan. Yeah, with regards to the question, I've known Jake.
Ladies and gentlemen, we'll just be placing you on a music hold just for a few moments. Thank you all for standing by. We will now resume with the answer to that question.
You there, Lachlan? Everyone can hear us okay?
Yes.
You're coming in loud and clear.
Fantastic. Okay. Sorry, apologies for that. We think there's been a Telstra issue in the building. Apologies for getting kicked out. Lachlan, to answer your question, I've known JPS and all of the directors for seven years, to the point where I saw them pack up their troopy van in the Gold Coast and head across to the west without an office. I've seen all the JPS directors grow as a business. They're all either ex-Shell or ex-Bechtel senior leaders on commissioning of these large-scale LNG assets, their business, they've really thrived off the back of that through Santos and Woodside relationships. To answer your question, I've watched proudly, I guess, from the sidelines for the last seven years as they've grown. They weren't for sale.
We've tapped them on the shoulder and had the discussions with them, and I guess that was an important part of this acquisition for them, is to be part of our group.
Thanks. Second one from me, if you can still hear me. The pathway to doubling revenue in FY 2029, can you guys just give us a bit of the mix in terms of the drivers? Is it predominantly shutdown work, or is it more the operation support work? Can you just talk us through that?
It's both Lachlan. Obviously you see a number of the assets. There's over 10 LNG assets in the country now. They are at mid cycle or maturity. They're not new, they need a lot more maintenance. They have a lot more regulated requirements to shut down. They do operate heavily on the client side, clients will get them in early, almost like on an ECI type environment, to plan their shutdowns and help them with some technical risks. A lot of the time they'll end up engaging them on the shutdown for either client side or the technical operations. We can see, I think we state in the document, we've got high visibility into FY 2027 and also FY 2028 of above 75%-80%.
Further, Lachlan, as people move around these assets, and given the expertise, like if a plant manager moves from one asset to another company, et cetera. Pretty well there's a call done immediately to get the JPS guys. We've got numerous opportunities in front of us to maintain new assets that we're not currently on, that we're plowing our way through, to deliver against.
If I could share an example of that more on the international space, Lachlan, that while we're in discussions under the HOA with JPS, a phone call did come from Chevron, and now one of the directors is in Africa, Angola, at the request of Chevron to support their LNG facility offshore. That's not a tender, that's a direct phone call request for support for JPS's services.
Perfect. That's super helpful. Thanks for the color, guys.
Before we continue on to the next question, a reminder if you would like to join the queue to press star one. Your next question is from the line of Nicholas Rawlinson of Morgans. Your line is open.
Hi, guys. Thanks for taking my questions. Maybe one for Trent. Understand you do a fair bit of work for Santos and you have a historical relationship there. Is there any other customer overlap with the legacy Tasmea business?
In terms of cross-sell synergies?
No, in terms of it's a legacy Well, yes, partly, but I'm just not sure exactly who your oil and gas customers are within the legacy Tasmea business. I know you guys do work for Santos, but, do you guys do work for Chevron, Shell, Woodside? Just keen to understand that.
Yeah. Primarily, Santos has been, let's say, the large one across all seven or eight assets in the past. A couple of our mechanical companies like Nobles, et cetera, work for Woodside and Chevron. They do some work over in the west. There's Darwin LNG and also up at Inpex, we do some work there. Tasman Power's done some work over there in the west as well.
Okay, awesome. That's helpful. The earn-out guides above AUD 12 million maintainable EBITDA, it looks really achievable in the context of your commentary for revenue to double by FY 2029. Is a lot of that being driven by project work which wouldn't be captured in the definition of maintainable EBITDA? I guess I'm just keen to understand how you guys define maintainable EBITDA in this business.
We pick a number that they say they're gonna make, right, and then we back them to make it, right. Because that's what we bid off. So we let them know that they can tell us whatever number it is, right. But if they don't make it, they're not getting their earn-out. That's where we landed, then we go do due diligence on providing and getting ourselves comfortable with their pipeline, that they're gonna deliver the AUD 12 million, because it's always never a pleasant day if they don't make the AUD 12 million. We are very comfortable that they'll make their AUD 12 million. They've got MSAs that underwrite that. I've got 165 names that will talk to that and what site's on which month, which shuts, et cetera, what new customer opportunities, the whole lot.
We're very comfortable with their outlook and especially with the cross-sell opportunities for them to provide some new services to their existing customers, whether it be electrical or mechanical, which currently they don't provide, that they could provide, if the customer requires some additional support then vice versa. We think that they'll be able to bring us on to a number of their customers where Tasmea currently doesn't do much work.
Nicholas, if I could support Mark's comments is, we touched on the MSAs. You're all aware of how we focus on MSAs as our growth focus. What was touched on in the slides is the major hazard facilities. That's a regulated requirement, and it's even more high barrier of entry than a standard MSA, and that links back to the specialization that JPS provide for our customers. That's what we're really honing in on. You can't just walk in off the street and replace what JPS do, in our opinion. They are highly regarded for their experience in LNG, both at the front end of the asset life cycle and at the back end.
Great. That's helpful. Thanks, Trent and Mark. Just lastly from me, guys, just for reporting purposes, will this just be a separate division like you've done with WorkPac? Or will the work be allocated across verticals?
No, these guys will slot into our Mechanical segment.
Okay. I'm sorry, could I just ask one more? On the patented technology, is it making it meaningful revenue and EBIT at this stage? Could you give us an indication of what it is in the AUD 10 million EBIT for this year?
It's not a massive contribution, but it's a large enabler for them to sell their services because they want that, but then we provide a whole lot of other services. That specific is a smaller proportion of what their overall revenue is from each shutdown or service that they provide.
Yeah, it's new technology, Nicholas.
Yeah.
Customers are absolutely coming on board with it. They've used it, they love it, and it stops the customer in certain areas having to go into a shutdown-type environment to do some certain maintenance. Once customers on an LNG facility get comfortable with that's high risk, but it's very positive for JPS. Like Mark said, it enables a discussion for other innovative how they can do activities online.
Great. That's it from me, guys. Thanks very much.
Thanks, Nicholas.
That concludes our Q&A session for today. I'd like to turn the call back over to Mark Vartuli for closing remarks.
Thanks. Thank you everyone for joining us on the call. As mentioned, we're really excited about this opportunity. The growth aspirations and prospects of this business are significant. Definitely more than a lot of the other businesses we've acquired and long-term sustainable, low contracting model risk. Right in our swim lane and right on point, and they have a great team and a great business and we're excited to be the custodians of the JPS business and assisting them with scaling it. Thank you.
This concludes today's conference call. Thank you all for joining us. You may now disconnect.