Subordinated Note Roadshow 2018

Transcription

1 Subordinated Note Roadshow 2018 Arranger and Joint Lead Manager Joint Lead Managers Co-manager

2 Disclaimer This presentation has been prepared by NZX Limited ( NZX ) in relation to the offer (the Offer ) of unsecured, subordinated debt securities issued by NZX ( Subordinated Notes ). The Offer will be made under the simplified disclosure Product Disclosure Statement dated 15 May 2018 ( PDS ) in accordance with the Financial Markets Conduct Act 2013 ("FMCA"). Information The information in this presentation is provided for general information purposes only. This presentation is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). Investors should carefully read and consider the PDS in full and seek advice from their financial adviser or other professional adviser before deciding to invest in the Subordinated Notes. Any decision by a person to apply for the Subordinated Notes should be made on the basis of information contained in the PDS, the register entry for the Offer, continuous disclosure announcements by NZX and an independent assessment as to whether to invest, and not in reliance on any information contained in this presentation. Anyone wishing to acquire Subordinated Notes will need to complete the relevant application form in the PDS during the Offer period. There is no public pool in the General Offer for the Subordinated Notes. All Subordinated Notes in the General Offer will be reserved for subscription by clients of the Joint Lead Managers, NZX Primary Market Participants and other persons invited to participate in the bookbuild. Forward-looking statements This presentation may contain certain forward-looking statements such as indications of, and guidance on, future earnings and financial position and performance. Such forward-looking statements are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of NZX, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Investment risk Investments in the Subordinated Notes are an investment in NZX and may be affected by the on-going performance, financial position and solvency of NZX. Past performance Past performance is not indicative of future performance and no guarantee of future returns is implied or given. Not an offer This presentation is not a product disclosure statement, disclosure document or other offer document under New Zealand law or under any other law. The distribution of this presentation, and the offer or sale of Subordinated Notes, outside New Zealand may be restricted by law. Persons who receive this presentation outside New Zealand must seek advice and observe all such restrictions. Nothing in this presentation is to be construed as authorising its distribution, or the offer or sale of Subordinated Notes, in any jurisdiction other than New Zealand and NZX does not accept any liability in that regard. Subordinated Notes may not be offered or sold, directly or indirectly, and neither this presentation nor any other offering material may be distributed or published, in any jurisdiction except under circumstances that will result in compliance with any applicable law or regulations. Not financial product advice This presentation is not, and does not constitute, financial advice, an offer to sell or the solicitation, invitation or recommendation to purchase any securities and neither this presentation nor anything contained herein shall form the basis of any contract or commitment. All reasonable care has been taken in relation to the preparation and collation of this presentation. Special Division The Special Division of the NZ Markets Disciplinary Tribunal exercises the powers and functions of NZX Regulation as they apply to NZX and any related listed entity. Application has been made to the Special Division to quote the Subordinated Notes on the NZX Debt Market. All requirements of the NZX Listing Rules relating to that quotation that can be complied with, on or before, the date of the PDS have been duly complied with. The NZX Debt Market is a licensed market under the Financial Markets Conduct Act However, Special Division accepts no responsibility for any statement in this presentation. Disclaimer To the maximum extent permitted by law and subject to any liabilities that might arise under the FMCA, neither NZX, the Arranger, the Joint Lead Managers, the Co-manager or their respective affiliates, directors, officers, partners, employees, advisers and agents of each of them, make any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of, the information contained herein or in any further information, notice or other document which may at any time be supplied in connection with the Subordinated Notes. Subject to any obligations that may arise under the FMCA, neither NZX, the Arranger, the Joint Lead Managers or the Co-manager accept any responsibility or obligation to inform you of any matter arising or coming to their notice, after the date of this presentation, which may affect any matter referred to in this presentation. Capitalised terms used in this presentation have the meanings given to them in the PDS. All amounts are expressed in New Zealand dollars unless otherwise stated. To obtain a PDS, interested investors should contact their financial adviser or visit 2 2

3 Contents Offer highlights 4 Strategic overview 5 FY17 full year results highlights 7 Cash flow and capital structure 12 Subordinated Note offer 15 3

4 Offer highlights Issuer Subordinated Notes Issue size NZX Limited Unsecured, subordinated notes ( Subordinated Notes ) Up to $40m comprised of General Offer of up to $35m Priority Offer of up to $5m for New Zealand NZX Shareholders Term 15 years (June 2033) with Election Dates after five years (June 2023) and 10 years (June 2028) Interest Penalty Rate Fixed at the initial Interest Rate until the first Election Date. Subsequent Interest Rates to be set via Election Process. NZX has the ability to defer interest at its discretion If interest is deferred the Interest Rate will increase by 4.00% per annum until the next Interest Payment Date on which all unpaid and Deferred Interest is paid Financial Covenant Net Senior Debt to Operating Earnings no greater than 1.5:1 Minimum issue size $25m Joint Lead Managers Co-manager Forsyth Barr, Commonwealth Bank of Australia (acting through its New Zealand branch), First NZ Capital BNZ 4

5 NZX s strategy New Zealand s Exchange Core Market Growth Opportunities Maximise Options Get Fit Equity, Debt & Funds listings Dairy Derivatives SuperLife Efficiencies Energy Market Debt Smartshares CAPEX Fonterra Shareholders Market Environmental & Energy Wealth Technologies Dividend Our Vision More Investable Product Deeper Liquidity Levels Greater Participation Rates Global Presence 5

6 Delivery against strategy Reshaping our business Full strategy reset focus back on core markets business, divestment of non-core components, maximising value of options businesses (SuperLife, Smartshares and Wealth Technologies) Relentless focus on costs and efficiency improvement Re-orientation of culture to the customer, creation of sales and growth focused team Advancing the market structure New Zealand market structure and rule set must promote integrity, assist in delivering more investable product, deeper liquidity levels and greater participation rates Imperative that NZX progress initiatives to grow the market Global exchange alliances Step change for NZX Shift focus away from regional stock exchange model to global exchange partnerships MOUs signed with SGX and HKEX. More to follow SGX, HKEX and TSX recognised exchanges Offering value to current and prospective issuers, increased access for investors 6

7 2017 full year results highlights NPAT $14.8 million Operating earnings** $29.0 million Funds under management $2.7 billion Dairy derivatives 311,675 Lots traded 61.6% 31.3% * 25.8% 57.2% Revenue 1.1% * Expenses 11.6% * * Excluding impact of 2016 Agri disposals ** Operating earnings are before net finance expense, income tax, depreciation, amortisation and impairment, adjustment to provision for earnout, gain and loss on disposal of business and property, plant and equipment Dividend 6.1 cents per share 7

8 Operating earnings last eleven years $35m $30m $25m $20m CAGR 7% Highlights include: Funds Management (Exchange Traded Funds and KiwiSaver) business Dairy Derivatives market Cost control $15m $10m $5m $0m

9 FY17 results overview Year ended 31 December Change 2017 v 2016 Operating revenue (2.9%) Operating expenses (46.3) (55.0) 15.8% 2016 result included Agri businesses which were disposed in late On a like-for-like basis: Revenue, up 1.1% Expenses, down 11.6% Operating earnings, up 31.3% Operating earnings % Net finance expenses, tax, depreciation and amortisation and gain on sale (14.2) (13.3) (6.2%) Net profit after tax % 9

10 Operating earnings divisional results Year ended 31 December 2017 Core Markets Agri Funds Services Corporate Operating revenue Operating expenses (12.3) (6.4) (12.1) (15.5) (46.3) Operating earnings (15.5) 29.0 Year ended 31 December 2016 Core Markets Agri Funds Services Corporate Operating revenue Operating expenses (12.5) (10.1) (13.3) (19.1) (55.0) Operating earnings (0.3) (19.1) 22.5 Total Total Core Markets: Issuer Relationships operating earnings $17.7m (2016: $19.8m) reduced due to lower initial listing and secondary issuance fees Secondary Markets operating earnings $12.3m (2016: $11.4m) increase driven by dairy derivatives Data & Insights operating earnings $10.0m (2016: $9.9m), increased subscription and license revenue offset by increased personnel costs which are no longer being shared with Agri Funds Services: Funds Management operating earnings $4.4m (2016: $1.1m) reflects growth in FUM and completion in 2016 of FMCA compliance project NZX Wealth Technologies (NZX WT) operating earnings $(1.7)m (2016: $(1.4)m). Core platform development expected to complete Q Large client to go-live Q Agri: Operating earnings improved due to 2016 disposals and the improved performance of Farmers Weekly 10

11 Revenue overview NZX has a diversified revenue base Key Issuer Relationships Secondary Markets Data & Insights Funds Services Agri 11

12 Cash flows Year ended 31 December Change 2017 v 2016 Cash from operating activities reflects increased profit and better working capital management Operating activities % Investing activities (6.1) (7.0) 12.8% Financing activities (14.2) (16.1) 11.6% Investing activities relates to software development Clearing House, NZX WT and energy systems Financing activities are mostly dividends. In 2017 there were proceeds from former CEO s share scheme settlement Net Increase in cash and cash equivalents 4.1 (9.5) 143.0% 12

13 Balance sheet As at 31 December 2017 Current assets 2016 Change FY17 v FY16 Cash and cash equivalents % Receivables and prepayments (31.3%) Funds held on behalf of third parties (16.9%) Total current assets (10.9%) Total non-current assets (1.7%) Current liabilities Trade payables % Other current liabilities (68.4%) Funds held on behalf of third parties % Total current liabilities % Non-current liabilities Term loan Other non-current liabilities % Total non-current liabilities % Cash includes $20m Clearing House risk capital not available for general use Clearing House broadly observes International Organisation of Securities Commission s principles requiring retention of sufficient working capital (cash of ~$3.9m) Funds Management maintains sufficient net tangible assets (cash of ~$1.6m) Focused on receivables collection Other current liabilities includes SuperLife $10m paid 1 February 2018 (2016 classified as non-current liability $9.1m) Net assets/equity (1.4%) 13

14 Capital structure and dividend policy Board completed capital structure review in 2017 Consultation on the implementation of a mutualised default fund is underway to advance Clearing House s risk model to meet global standards. New dividend policy will come into effect for the 2018 financial year onwards 80% to 110% of adjusted Net Profit After Tax, subject to maintaining a prudent level of capital to meet regulatory requirements The board considers that a policy based on Net Profit After Tax is comparable with peers, and provides sufficient headroom to manage the ongoing capital structure requirements of the exchange and pursue future relevant opportunities should they arise The board will offer a dividend reinvestment plan which will be in place for the 2018 interim dividend in response to shareholder feedback The Offer of Subordinated Notes is being made to enable NZX to repay existing debt, provide funding for general corporate purposes, diversify funding sources and extend the tenor of NZX s debt 14

15 Purpose of the Offer Proceeds of the Offer will be used to repay existing senior borrowings and any remainder will be used to provide funding for general corporate purposes Instrument with 15 year term and a five yearly election cycle provides tenor and flexibility to NZX s borrowings Stronger ability to withstand material adverse events Provides a more secure source of capital Consistent with NZX s role as a systemically important financial institution Higher ranking Lower ranking Type of liability / equity 1 Liabilities preferred by law $5.6m Secured liabilities $Nil 2 Funds held on behalf of 3 rd parties $58.9m 3 Unsubordinated liabilities $16.5m 4 Subordinated Notes $40m Equity $68.7m 1) In summarising the ranking of the Subordinated Notes and other liabilities, the descriptions are simplified and illustrative only. The amounts in the diagram above are indicative only, and for the sake of simplicity the diagram does not reflect the fact that NZX's liabilities, the amount of such liabilities and the ranking of those liabilities may change. Amounts shown above are indicative based on NZX s Statement of Financial Position of NZX as at 31 December 2017 and have been adjusted to reflect the changes in the value of liabilities that NZX reasonably expects to result from the issue of the Subordinated Notes and earnout payment (as described below). Amounts are subject to rounding adjustments. For further information on the ranking of the Subordinated Notes on liquidation of NZX, please see the PDS. 2) As at the date of the PDS, NZX s secured liabilities are approximately $29m. As described in section 4 of the PDS the proceeds of the Offer will be used to repay bank debt, reducing the amount of secured liabilities to nil. For the purposes of these calculations an issue size of $40m of Subordinated Notes has been assumed. If the issue size is less than approximately $29m, NZX expects that bank debt would not be fully repaid and the liabilities that rank in priority to the Subordinated Notes would be higher by a corresponding amount. 3) Funds held on behalf of third parties represent amounts payable to issuers and participants in relation to balances deposited by them to meet their listing/margin requirements. Note that in NZX's Statement of Financial Position there is an equal and opposite amount disclosed under current assets, meaning that there is no net asset or liability for NZX in relation to funds held on behalf of third parties. In a liquidation, these funds would be transferred back to the relevant party and cannot be used for payment to other creditors. 4) In NZX's Statement of Financial Position as at 31 December 2017 NZX s unsubordinated liabilities were approximately $26.5m, which included the SuperLife earnout. The SuperLife earnout was paid by NZX on 1 February Accordingly, the unsubordinated liabilities in the above table have been reduced by approximately $10m (being the amount of the SuperLife earnout) to reflect this payment. 15

16 Key terms of the Subordinated Notes Issuer Security NZX Limited Unsecured, subordinated notes Term / elections 15 year term (June 2033) with Election Dates every five years (June 2023 and June 2028) Election Process General Offer Priority Offer Interest Rate Interest payments Penalty Rate NZX may run an Election Process where Noteholders can elect to continue to hold their Subordinated Notes subject to New Conditions or elect to have their Subordinated Notes Redeemed Up to $35m open to investors resident in New Zealand and certain institutional investors Up to $5m open to New Zealand NZX Shareholders Fixed rate for the first five years until the first Election Date. If NZX runs an Election Process, a new Interest Rate may be set via that process Quarterly in arrear in equal amounts, deferrable at NZX s discretion. In the event that interest is deferred, the Penalty Rate shall apply until the next Interest Payment Date on which all unpaid and Deferred Interest is paid The prevailing Interest Rate plus 4.00% per annum Financial Covenant NZX has undertaken that it will ensure that the ratio of Net Senior Debt to Operating Earnings will be no greater than 1.5:1 Dividend Stopper Change of Control Early redemption Listing NZX may not pay any dividend or make any other payments on or with respect to Shares or other securities or indebtedness ranking equally with or subordinated to the Subordinated Notes if there is any Deferred Interest unpaid or if the Financial Covenant is failed on two consecutive test dates, until NZX complies with the Financial Covenant Noteholders may elect to have their Subordinated Notes Redeemed if a Change of Control Event occurs NZX may Redeem all Subordinated Notes if a Tax Event occurs or if there are less than 10m Subordinated Notes outstanding, NZX must Redeem all Subordinated Notes if an Event of Default occurs and the Supervisor makes demand for repayment NZDX under the ticker NZX010 16

17 Election Process overview Election Process On Election Date NZX offers New Conditions No NZX elects to Redeem all Subordinated Notes Subordinated Notes are Redeemed Yes NZX offers New Conditions Noteholders accept the New Conditions* Noteholders continue to hold their Subordinated Notes subject to the New Conditions Noteholders reject the New Conditions and elect to Redeem their Subordinated Notes Subordinated Notes are Redeemed * Or Noteholders do not make an election 17

18 Interest payments / deferral Interest will be paid quarterly and NZX has the ability to defer interest payments on the Subordinated Notes at its discretion, but would then be subject to a Dividend Stopper and penalty interest Illustrative Example Issue Date Interest Payment Date Next Interest Payment Date Next Interest Payment Date NZX issues Subordinated Notes Interest Rate NZX defers the interest payment Interest Rate +4.0% per annum NZX pays all accrued and Deferred Interest Interest Rate Interest Rate on Subordinated Notes increases by 4.0% per annum Interest Rate on Subordinated Notes reduces to Interest Rate Deferred Interest accrues interest at the Penalty Rate Dividend Stopper applies 18

19 Financial Covenant / Retail Liquidity Support Facility Financial Covenant NZX has covenanted that the ratio of Net Senior Debt to Operating Earnings will be no greater than 1.5:1 Net Senior Debt being aggregate indebtedness of NZX for money borrowed (excluding the Subordinated Notes and indebtedness ranking equal with or subordinate to the Subordinated Notes) less the total amount of unrestricted cash Operating Earnings being earnings before interest, tax, depreciation, amortisation impairment, and non-cash items and any capital gains and/or losses Scheduled test dates every six months In the event of two consecutive breaches on a Test Date the Dividend Stopper will apply until NZX complies with the Financial Covenant See the PDS for further detail on the Financial Covenant Retail Liquidity Support Facility NZX has engaged Forsyth Barr to provide a Retail Liquidity Support Facility on its behalf on a reasonable endeavours basis for an Initial Term of one year Targeted at small investors with the aggregate volume of buy orders not to exceed 20,000 Subordinated Notes at any time Facility limited to 5m Subordinated Notes At the end of the Initial Term NZX may: extend the existing Facility Agent s appointment; or announce to the market that the Retail Liquidity Support Facility is no longer being provided. Prior to or at the end of the Initial Term NZX may run a tender process which may result in NZX appointing a successor Facility Agent See the PDS for further detail on the Retail Liquidity Support Facility 19

20 Offer structure / key dates Offer structure Bookbuild process General Offer conducted by a firm bookbuild process open to institutional investors, NZX firms and certain other parties Applications must be made via a Primary Market Participant No public pool Priority Offer open to New Zealand NZX Shareholders Minimum applications of $5,000 and $1,000 thereafter Early Bird Interest Fees Brokerage of 0.75% Firm fee 0.50% to those participating in the bookbuild Key dates PDS lodged 15 May 2018 Bookbuild / Interest Rate set 25 May 2018 General and Priority Offers open 28 May 2018 Priority Offer closes 8 June 2018 General Offer closes 15 June 2018 Issue Date and allotment date 20 June 2018 Expected date of initial quotation and trading 21 June 2018 First Election Date 20 June 2023 Second Election Date 20 June 2028 Maturity Date 20 June

21 Contacts Mark Peterson Chief Executive Officer Graham Law Chief Financial Officer