Good morning, thank you all for joining us today. I'm joined today by Michael Jonas, Chief Strategy Officer, and Phoebe Gibbons, Chief Legal Officer. I'm pleased to share that Heartland has this morning announced the proposed merger of Heartland Bank and TSB. At its core, this proposed transaction is about building a stronger New Zealand domestic bank, combining scale, capability, and regional strength to deliver improved outcomes for customers, communities, and our shareholders. In the presentation today, I will take you through the transaction structure, the strategic rationale, the profile of the combined business, and the expected financial outcomes. I will then finish with an overview of the path to completion before we open up for questions. Moving to slide four, summary of the proposed transaction. Heartland has entered into a merger implementation agreement with Toi Foundation to acquire 100% of TSB.
Following the acquisition, Heartland Bank and TSB will amalgamate to form a new combined entity, TSB Heartland Bank. This will create a New Zealand challenger bank of scale with a strong regional focus, increasing competition and expanding choice for customers. TSB Heartland Bank will be a full-service capable bank differentiated by its specialist product offerings with a lower risk-weighted product portfolio. The total consideration for the transaction is NZD 620 million, which includes a NZD 50 million pre-completion dividend from TSB. The remaining consideration comprises NZD 250 million in equity issued to Toi at NZD 1.25 per share, being a near 15% premium to Heartland's last 10-day VWAP. A NZD 56 million subordinated note issued to Toi by Heartland Bank, which is RBNZ compliant Tier 2 regulatory capital.
Finally, a NZD 264 million vendor loan provided to Heartland by Toi for a two-year term, repayable by Heartland at any time without break fees. From a valuation perspective, this implies about 0.76 times book value, around 12 times of TSB's last 12 months NPAT, or around eight times TSB's last 12 months NPAT when including full run rate synergies. From a financial outcome perspective, the transaction is expected to deliver material cost synergies over a three-year period, approximately NZD 34 million per annum in pre-tax benefits at full run rate, and EPS accretion in excess of 20% in the first year post-completion, alongside an enhanced dividend per share profile. I will come back to those financial outcomes in more detail shortly. Before doing that, I will set out how we intend to bring the two businesses together. Turning to slide five.
Both Heartland Bank and TSB have long histories and deep regional roots, we intend to reflect that in the combined bank's name and branding approach. Operationally, the combined business will retain Heartland Bank's nationwide presence while maintaining Taranaki as a key operational hub for customer-facing services. That includes continuing a local branch network and preserving customer-facing roles in the region. From a governance perspective, Toi will become a significant shareholder, holding 17.5% of Heartland. Subject to shareholder approval, Toi will have initial representation at Heartland board level, and we also expect continuity at the bank level through the inclusion of two existing TSB directors. Completion is targeted for December 2026, subject to shareholder approval, regulatory approvals, and community consultation. Turning to slide six. There are four key drivers underpinning the strategic rationale for this transaction. The first is scale.
Increasing compliance costs, regulatory complexity, and sustained technology investment all disproportionately affect smaller subscale banks. The transaction will materially increase Heartland's scale in New Zealand, delivering a 171% increase in its New Zealand asset base, along with a 72% increase in pro forma net profit after tax, including synergies. That increase in scale is significant and provides greater distribution reach. Alongside diversification of products and locations, it will provide enhanced financial efficiency and resilience. The second driver is a diversified, differentiated product set. The combined bank will be full service capable with a broader and more differentiated product set. This allows us to support customers across their financial life cycle while retaining Heartland's specialist strengths. It also provides access to a cost-effective deposit base and established transactional banking capability.
This may support an uplift to the merged bank's long-term credit rating as a reflection of its strengthened asset quality and risk profile. The third driver is synergies. Material synergies are expected to be realized progressively over a three-year period post-completion by reducing shared costs across the merged bank. When fully realized, we expect these synergies to deliver a NZD 34 million benefit to NPAT per annum. I'll discuss synergies in more detail soon. Finally, shareholder value. Synergy realization and the structure of the transaction are expected to deliver strong earnings accretion alongside an improved dividend profile and return on equity. Turning to slide seven. Following completion, TSB Heartland Bank will have approximately NZD 15 billion in total New Zealand assets, making it the seventh largest bank in the country. That increase in scale is not just our size, it translates directly into operational benefits. It enables more effective capital deployment.
It improves cost efficiency through better utilization of the fixed cost base and allows us to further leverage our investment in technology. It also strengthens our competitive position in the New Zealand market. Turning to slide nine. The proposed merger is not a change to Heartland's specialist product focus across New Zealand and Australia, but rather an enhancement to it through the addition of full service banking capabilities in New Zealand, enabling scalable growth within our existing specialist product portfolios. TSB Heartland Bank will offer a broader product suite including home loans, reverse mortgages, motor finance, commercial property lending, rural lending, business finance, and personal lending. On the funding side, the merged bank will have an optimized funding base through the greater proportion of non-interest and interest bearing on the whole products held by TSB. The addition of home lending at scale is a key step change.
This is an area where Heartland Bank has not been able to achieve meaningful scale organically, and the acquisition of TSB addresses that directly. At NZD 6.5 billion, we believe this portfolio is capable of generating an appropriate return on equity in the combined bank, assisted by the planned reduction in risk weights following implementation of the RBNZ capital changes come October 2026. The proposed transaction will create opportunities for Heartland to deploy its specialist product strategy across a large base to better serve customers through their financial life cycles. Alongside this expanded capability, it is equally important to maintain the community and regional connections that underpin both businesses. Turning to slide 10. Both Heartland Bank and TSB have strong and longstanding connections to regional New Zealand.
This is reflected in each bank's deposit basis, with almost half of TSB deposits coming from Taranaki and about half of Heartland Bank's deposits distributed across Canterbury and Auckland, with strong representation in other regions. TSB Heartland Bank will continue to be grounded in delivering good outcomes for its customers and the communities it serves. We will maintain a nationwide presence while retaining Taranaki as a key operational hub, including local branches and customer-facing roles. This combination of scale and regional focus is a defining feature of the proposed bank. Turning to slide 13. As I mentioned earlier, TOI will become a 17.5% shareholder in Heartland upon completion, providing the register with a good balance of retail and institutional holding. TOI intends to be a long-term supportive shareholder aligned with the ongoing success of the business.
Governance arrangements reflect that alignment with expected initial representation at both Heartland Group and the combined bank levels. This structure supports continuity while also enabling effective oversight through the transition. Turning to slide 15. The proposed transaction is expected to create significant value for Heartland shareholders. The acquisition price implies a 0.76 times multiple of TSB's book value and represents 12.1 times earnings after tax, excluding synergies, and 8.2 times including. From an earnings perspective, we expect normalized earnings per share accretion in excess of 20% in the first year post-completion and an enhanced dividend per share profile. Return on equity is also expected to improve over time. In addition, pre-tax cost synergies of approximately NZD 34 million per annum are expected to be realized over three years. These are balanced by one-off integration costs of similar magnitude over the same period.
Importantly, the transaction maintains a strong balance sheet with sound funding, liquidity, and capital positions. Costs associated with the transaction are expected to be approximately NZD 15 million. We expect approximately NZD 7 to be expensed and reflected in Heartland's FY 2026 NPAT, and approximately NZD 8 will be expensed and reflected in Heartland's FY 2027 NPAT, assuming the transaction completes in FY 2027. The difference between Heartland's reported and underlying NPAT in FY 2026 is now expected to include these transaction costs, as well as any fair value changes on equity investments held and other one-off non-recurring expenditure. Moving to slide 16, synergies. The core drivers of synergies primarily reflect the opportunity to reduce duplication across the two organizations, streamline processes, and consolidate shared overheads. These efficiencies are expected to be realized progressively over a three-year period.
In addition to these cost synergies, there is also further upside potential which has not been included in the base case, including funding efficiencies from TSB's deposit base, liquidity optimization, and additional leverage from our technology investments. Turning to slide 18. The pro forma financials show a clear uplift in net profit after tax for the combined group. This uplift drives higher earnings per share Improved return on equity and greater capacity to support dividend growth. We also expect the cost to income ratio to improve over time as synergies are realized. Maintaining this improved earnings profile is supported by a strong capital position, which I'll now cover. Turning to slides 19 and 20. The combined group is expected to remain well-capitalized throughout. Importantly, no new ordinary equity is required to complete the transaction, and the vendor loan provided by Toi will provide flexibility in managing capital over time.
Recent RBNZ decisions on key capital settings position TSB Heartland Bank well for future growth. On a pro forma basis, the combined bank is expected to hold approximately NZD 289 million of regulatory capital above requirements. I will now turn briefly to the pathway to completion. Turning to slides 22 and 23. The transaction is subject to a range of conditions, including completion and satisfaction of confirmatory due diligence, the execution of warranty and indemnity arrangements, any necessary regulatory approvals, including approvals from the Reserve Bank of New Zealand, the Financial Markets Authority, APRA, and other relevant agencies. We also require confirmation from Fitch that the combined bank will maintain a credit rating of at least BBB. There will be community consultation undertaken by Toi with Taranaki residents, reflecting the importance of TSB's ownership structure and regional connection.
Finally, Heartland shareholder approval is required to proceed with the transaction and associated governance changes. As with any transaction of this nature, there are also conditions relating to the absence of material adverse changes prior to completion. Moving to slide 24, indicative timetable. In terms of timing, Toi's Taranaki community consultation is expected through June and July. We expect to complete confirmatory due diligence and obtain warranty and indemnity insurance during the next fortnight. The Reserve Bank of New Zealand application for approval is expected to be submitted in July, and the Heartland shareholder meeting is expected to take place in August 2026. The notice of meeting will be distributed to shareholders at least 20 working days prior to the meeting. The shareholder meeting will be a key milestone, providing shareholders with the opportunity to vote on the proposed transaction and any new Heartland board appointment.
Subject to shareholder and regulatory approvals, we are targeting completion to take place no earlier than December 2026. Finally, turning to slide 32. In closing, this proposed merger combines two complementary banks to create a New Zealand challenge bank of scale with a continued focus on regional New Zealand, combining our shared heritage with greater capability and reach. The combined entity will have approximately 320,000 customers, will have a full-service product offering, and a strong regional and national distribution footprint. Together, we will be better positioned to increase banking competition and importantly, to expand choice for New Zealanders, providing a broader full-service offering while maintaining the customer focus and community connection that underpin both organizations. At the same time, this is a transaction that delivers strong financial outcomes and positions us to deliver improved returns for our shareholders over the long term.
It provides a meaningful uplift in earnings, material cost efficiencies over time, and clear earnings per share accretion alongside an enhanced dividend profile. Importantly, this will all be achieved while maintaining a strong balance sheet and capital position. Thank you all again for dialing in. I will now open for questions.
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, and if you're on a speakerphone, please pick up the handset to ask your question. Your first question comes from Ben Crozier from Forsyth Barr. Please go ahead.
Andrew, thanks for taking the questions. Can you just give a more broad breakdown on these synergies? I think on the product side of things, there doesn't seem to be a lot of overlap with your current products. Obviously, there's a lot on the deposit side. Is that where all the synergies sit, is more on deposit and head office rather than on the product side of things?
It's more in terms of duplication of shared overheads, rather than anything on frontline or lending or deposit-related functions.
Good. Perfect. You sort of indicated appropriate, you're confident that you can generate an appropriate ROE from the residential mortgage book. What is that ROE do you think you can get and the growth ambitions or the growth that you need to get in that book to reach scale? Is it sort of at sufficient scale already and it's just these synergies need to come through to get to an ROE that's appropriate for your level?
Yeah. We've publicly announced our target return on equity of at least 12%, so we're confident we can get to that point with this portfolio. We believe it's at scale in its current form, and it'll be enhanced both, as you say, through synergies and the upcoming Reserve Bank risk weight changes as well.
Yeah. Getting to that 12% is just all the cost synergy side of things rather than growing the book or
It's a combination of cost synergies as well as the risk weight changes obviously help
Yeah. Presumably on the lending side of things, it's quite dominated in Taranaki as well. Is there a plan to grow a bit more nationwide on the residential mortgage side of things as well?
We'll continue with the current growth strategy. As we've said, this increases our distribution reach across the nation, very much focused on the regions. We will continue with the current growth strategy that TSB has in that particular product.
Perfect. No, that's all from me. Thank you.
Thank you. Your next question comes from Wade Gardiner, from Craigs Investment Partners. Please go ahead.
Hi. Page 16, when you talk about the synergies, it says down the bottom it excludes technology related. I would have thought that that would constitute a reasonable amount of the synergies possible. Can you explain why you have left those out? Also, I guess in that regard, given that you're currently going through an IT upgrade yourselves, what the IT stack of the combined bank will look like? I'll start with that.
Yeah. Thanks, Wade. We've left them out because those decisions are to be made. Whilst during our diligence process we have scoped the respective technology infrastructure across both banks, as we go through this next phase, we will need to understand an appropriate technology strategy for the merged bank. On that basis, at this stage, we haven't been able to scope how much that may cost and how much that may deliver in terms of synergies, until we actually make a firm decision around the direction of travel on that particular front.
Does that mean you don't know whether their or your, or the IT stack that you are sort of implementing for Heartland, whether either of those would be suitable and we could be looking at a whole new one?
No, look, we have a view on the direction forward which technology infrastructure is the way to go, it will be one of the existing bank's infrastructure, not a completely different one. We just need to work through that over the next phase, to make a firm decision, and come up with an appropriate project for it.
Okay. The integration costs, what does that primarily consist of?
That's the cost of extracting the synergies. Do you mean with the NZD 34 million or the transaction cost?
Yeah. No, the NZD 34 million.
It just reflects the cost involved in extracting the synergies. I can't add much more than that.
Okay. I take it the NZD 8 million of transaction costs, is all of that NZD 8 million conditional on approval of this?
Total transaction costs are NZD 7 in this financial year and NZD 8 next.
I take it the NZD 7 is not conditional, but the NZD 8 is?
Not all of the NZD 8. I can't give you a fair number, but the majority of the NZD 8, I would say, is conditional.
You say it may support an uplift in the credit rating. What sort of discussions have you had so far with the rating agencies, with Fitch?
A lot of discussions. We've been through a formal ratings impact assessment service with Fitch. I can't disclose the outcome of that. As we have said, we expect this to support an uplift in the credit rating.
Okay. That's all from me for now. Thanks.
Thank you. Once again, if you wish to ask a question, please press star one. Your next question is a follow-up from Ben Crozier from Forsyth Barr. Please go ahead.
Just one more from me. Just looking at the March quarter results from TSB, it was down a bit year-over-year and down a bit sequentially. Is there anything you'd call out abnormal in their fourth quarter March results? If we annualize that quarterly NPAT, it was NZD 35 million, which is quite a bit of a gap between the NZD 51 million on the last 12 months reported, which was up till December. What would you call out as the biggest drivers? It looks like it's OpEx up, NIMs down. Is there anything like why should we not annualize that quarter?
Not that I'm aware of, Ben. I'd have to come back to you on the specifics of that.
Okay, all good. That's all from me.
Thank you. Once again, if you wish to ask a question, please press star one. We'll pause again for any further questions to register. Okay. There are no further questions at this time. I now hand back to Mr. Dixson for any closing remarks.
Thank you all for dialing in. I appreciate it. It's a lot to take in at pretty short notice, and we look forward to the engagement over the next week or so. Thanks again for dialing in.