BT Investment Management acquisition of J O Hambro Capital Management

Transcription

1 BT Investment Management acquisition of J O Hambro Capital Management EMILIO GONZALEZ (Chief Executive Officer, BTIM) CAMERON WILLIAMSON (Chief Financial Officer, BTIM) 19 JULY 2011 NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA OR JAPAN

2 Disclaimer and important notices NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA OR JAPAN Important notices: This Investor Presentation is issued by BT Investment Management Limited (ABN ) (BTIM or the Company) and relates to a $275.2 million pro-rata entitlement offer (Entitlement Offer) to part fund an acquisition of the entire issued share capital of J O Hambro Capital Management Limited. The Entitlement Offer was made by BTIM in the prospectus dated 19 July 2011 (Prospectus) lodged with ASIC on that date. Eligible shareholders in Australia and New Zealand can obtain a copy of the Prospectus on BTIM's website at or by calling the BTIM Entitlement Offer Information Line on (local call cost, within Australia) or (outside Australia). This Investor Presentation is not (and does not contain all the information which would be required in a prospectus, does not constitute financial product advice and does not take into account any person s investment objectives, financial situation or particular needs. Recipients should read the Prospectus in full and consult their financial or other professional adviser before making a decision to invest. Past and future performance: The past performance of the Company or J O Hambro Capital Management Limited provides no guidance as to future performance. Neither BTIM nor any other person warrants or guarantees the future performance of shares or any return on any investment made pursuant to the Entitlement Offer. The pro forma financial information provided in this Investor Presentation is presented as at the date stated, and is for illustrative purposes only and is not represented as being indicative of BTIM s view on BTIM's future financial condition and/or performance. The forward looking statements in this Investor Presentation are based on current expectations about future events. They are, however, subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of BTIM and its Board, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual results, performance or achievements will not differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Investor Presentation. Disclaimer: This Investor Presentation has been prepared by BTIM based on information available to it. The historical information is derived from sources believed to be accurate at the date of this Investor Presentation, and should be read in conjunction with BTIM's other periodic and continuous disclosure announcements. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of any statements, information, opinions, estimates and conclusions contained in this Investor Presentation. To the maximum extent permitted by law, neither BTIM, their respective directors, officers, employees, agents, advisers or intermediaries nor any other person accepts any liability for any direct, indirect or consequential loss arising as a result of the use of this Investor Presentation, including, without limit, any liability arising from fraud or negligence on their part. The Investor Presentation remains subject to change without notice. Notice to persons outside Australia: No action has been taken to register or qualify the New Shares or Prospectus in any jurisdiction outside Australia or New Zealand. This Investor Presentation does not contain any invitation or offer to acquire BTIM securities in any jurisdiction. It is not an offer of securities for sale in the United States. The securities to which this Investor Presentation relates have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the US or to a US Person (as defined in Regulation S under the Securities Act) absent registration or an exemption from registration under the Securities Act. The New Shares have not been and will not be registered under applicable securities laws of Canada or Japan. Subject to certain exceptions, the New Shares may not be offered or sold in or into Canada or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. Westpac Group: None of the entities noted in this Investor Presentation other than the Westpac Banking Corporation (ABN ) is an authorised deposit taking institution for the purposes of the Banking Act 1959 (Cth). Neither the obligations of these entities nor investments in BTIM are deposits with or liabilities of Westpac Banking Corporation or any member of the Westpac group. They are subject to investment risk, including possible delays in repayment and loss of income or capital invested. None of BTIM, Westpac Banking Corporation or any member of the Westpac group guarantees any particular rate of return on the New Shares or the performance of BTIM or the Combined Group, nor do they guarantee the repayment of capital from BTIM. 2

3 Disclaimer and important notices NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA OR JAPAN Disclaimer of representations: The Joint Lead Managers and their respective related bodies corporate, directors, officers, employees, agents, advisers and intermediaries (Affiliates) have not authorised, permitted or caused the issue, lodgement, submission, despatch or provision of this Investor Presentation. The Joint Lead Managers and their respective Affiliates do not make, or purport to make, any statement in this Investor Presentation nor any recommendation regarding the Entitlement Offer, and there is no statement in this Investor Presentation which is based on any statement by the Joint Lead Managers or their Affiliates. To the maximum extent permitted by law, the Joint Lead Managers and their Affiliates expressly disclaim all liability in respect of, make no representations regarding and take no responsibility for, any part of this Investor Presentation and each recipient represents, warrants and agrees that it has not relied on any statements by a Joint Lead Manager or an Affiliate in respect of the Entitlement Offer or the New Shares generally. Information regarding the J O Hambro Capital Management businesses and the Combined Group: The information regarding the J O Hambro Capital Management businesses and the Combined Group contained in this Investor Presentation has been derived from limited audited and unaudited financial information and other information made available by or on behalf of J O Hambro Capital Management during the due diligence process conducted by BTIM in connection with the Acquisition. While BTIM has conducted due diligence on the J O Hambro Capital Management businesses in accordance with usual due diligence procedures, BTIM is unable to verify the accuracy or completeness of the information provided to it by or on behalf of J O Hambro Capital Management and there is no assurance that this due diligence was conclusive and that all material issues and risks in relation to the Acquisition and the J O Hambro Capital Management businesses, including J O Hambro Capital Management Funds, have been identified. See page 38 of this Investor Presentation Key risks to the transaction and offer and Section 7 of the Prospectus for a discussion of some of the key risks associated with the Acquisition, including those risks associated with the reliance on the information provided to BTIM by J O Hambro Capital Management. Other: Unless otherwise specified, capitalised terms in this Investor Presentation are explained in the Glossary set out in the Prospectus. All financial amounts in this Investor Presentation are expressed in Australian currency unless otherwise stated. All amounts have been converted into A$ at an exchange rate of / A$1.00, unless the context otherwise requires. BT is a registered trade mark of BT Financial Group Pty Ltd and is used under licence. 3

4 Agenda 1. Acquisition overview 2. BT Investment Management strategy 3. J O Hambro Capital Management 4. Benefits to BT Investment Management 5. Financials and transaction funding Conclusion Appendix Additional information 4

5 1. Acquisition overview BTIM to acquire 100% of J O Hambro Capital Management JOHCM, a privately owned, London-based boutique active equity investment manager with 7.1bn (A$10.7bn) 1 of FUM 2 Acquisition will drive growth, increase margins and enhance diversification Creates a diversified investment management business with two powerful brands Value creating for BTIM shareholders Cash NPAT EPS accretive 3 in the first full year of acquisition Purchase Price of 209m (A$314m) 1,4 Consideration will be paid in the form of cash, Loan Notes and Converting Notes Acquisition will be funded by equity, debt and cash resources (1). Based on an exchange rate of /A$1.00, as at 15 July (2). As at 30 June (3). Cash NPAT EPS accretion statement is based on diluted EPS and the assumptions and qualifications in section of the Prospectus (available at or by calling ) including in relation to the level of subscriptions under the Entitlement Offer and the level of performance fees. The actual results of the combined business could be materially different given performance in any period and depends on a range of matters, many of which are outside of BTIM's control. The Acquisition is expected to be EPS dilutive on a statutory NPAT basis. (4). Excludes price for Seed Capital 5

6 1. Acquisition overview (cont d) JOHCM will comprise: JOHCM s equity investment management business JOHCM s property administration activities 9.9% interest in James Hambro & Partners LLP, JOHCM s private clients business Shareholder approval required to conduct the Entitlement Offer EGM to be held 18 August 2011 Record date for eligibility to participate in the Entitlement Offer is 24 August 2011 Acquisition subject to regulatory approvals and certain conditions/termination events Expected Acquisition completion date is 4 October

7 Agenda 1. Acquisition overview 2. BT Investment Management strategy 3. J O Hambro Capital Management 4. Benefits to BT Investment Management 5. Financials and transaction funding Conclusion Appendix Additional information 7

8 2. BTIM strategy Aligned with BTIM s stated strategy Three core objectives 1. Grow our exposure to the wholesale channel 2. Leverage our competitive advantage from being part of The Westpac Group 3. Build out our boutique model to attract and expand into other investment capabilities that provide growth and diversification to our business 8

9 2. BTIM strategy Building out our multi-boutique model BTIM strategic focus JOHCM delivers Similar philosophy and culture Active equity management Client and investment performance focused Culture attracts and retains investment talent Investment independence Aligned business model Separate investment teams share common platform Teams rewarded on the success of their own funds Alignment through equity ownership Value creation Equities focused Strong investment culture Impressive track record Investment independence Consistent with BTIM EPS accretive 1 (1) On a Cash NPAT basis. See note 3 on page 5 in this presentation. 9

10 Agenda 1. Acquisition overview 2. BT Investment Management strategy 3. J O Hambro Capital Management 4. Benefits to BT Investment Management 5. Financials and transaction funding Conclusion Appendix Additional information 10

11 3. JOHCM Overview Highly successful award winning investment manager Equities focused 7.1bn (A$10.7bn) 1 in FUM Boutique model 15 investment strategies 84 employees 33 investment professionals Achieved strong growth Quadrupled FUM over past two years 2 Diversification by both fund and client base Award winning Specialist Group of the Year (2011) 3 European Asset Management Company of the Year (2010) 4 JOHCM FUM 2 While BTIM has conducted due diligence on the JOHCM business, BTIM is unable to verify the accuracy or completeness of the information provided to it by or on behalf of JOHCM (1). Based on an exchange rate of /A$1.00, as at 15 July (2). Past growth is not a reliable indicator of future growth. (3). Investment Week, Fund Manager of the Year Awards (4). Assets under 20bn category, Funds Europe Awards

12 3. JOHCM Diversification Diversification by distribution channel and client geography JOHCM FUM (channel) 1 JOHCM FUM (client location) 1 Retail Platform Multi-Manager/ Private Bank Institutional (1). As at 31 March

13 3. JOHCM Investment-led and client focused culture Investment philosophy that promotes independent investment decisions Investment teams act independently Active management style with a stock-picking approach to building portfolios No house view or central investment approach Performance aligned to client outcomes Managed capacity on individual strategies Performance fees linked to outperformance of benchmark returns Proven track record of attracting industry leading investment professionals Combination of value and growth styles 13

14 3. JOHCM Investment performance Strong track record of investment performance All funds have outperformed their benchmark since inception All funds with 3-year track records have outperformed their benchmark Diverse number of strategies well-placed in growth regions (Asia, Emerging Markets) Two Asia (ex Japan) funds in the process of being launched Investment performance ratings of funds (as at 30 June 2011) 1 Fund FUM ( m) FUM (A$m) 2 Year 3-year (%) 3 Since inception (%) 3 launched Absolute perfm. Perfm. above b/m Absolute perfm. Perfm. above b/m Global/International Select 1,815 2, N/A 4 N/A UK Opportunities 1,243 1, UK Equity Income 1,009 1, European 972 1, European Select Values Continental European UK Growth Emerging Markets N/A 4 N/A Japan Emerging Markets Opportunities N/A 4 N/A 4 N/A 4 N/A 4 All Europe Dynamic Growth N/A 4 N/A UK Dynamic Total 7 7,099 10,693 (1). Past performance is not a reliable indicator of future performance. (2). Based on an exchange rate of /A$1.00, as at 15 July (3). Performance on a pre fee basis. (4). Fund has not established a track record over this period. (5). Does not include performance for International Select. (6). Does not include Japan Dividend Select. (7). Numbers in table may not add due to rounding. 14

15 3. JOHCM Lock-in and remuneration arrangements Comprehensive incentivisation and remuneration schemes provide for long-term retention and alignment Founder shareholders exiting their investment have not been involved in the day-today management of the equity business for some time JOHCM investment managers and management will be retained with ownership in BTIM 50% of existing JOHCM shareholdings in cash equivalents 50% deferred consideration in Loan Notes and Converting Notes with lock-in provisions Key principles of JOHCM investment managers compensation will remain unaltered, including investment performance-related schemes Additional schemes introduced linked to revenue and business performance Existing and additional schemes paid in the form of cash and BTIM securities, with multiple lock-up provisions Agreed non-compete provisions for Sellers under the Share Purchase Agreement 15

16 3. JOHCM Transaction benefits to JOHCM BTIM offers JOHCM a strategically compatible partner Committed long-term partner and strong cultural fit Aligned business models Similar investment philosophies Complementary investment strategies (no product overlap or cost synergies) No change to the day-to-day operations Continuity of investment process Preservation of investment autonomy Continuity of senior management including Chairman and CEO Growth opportunities Expanded distribution opportunities for JOHCM s products Access to Australian superannuation market Remuneration schemes preserved and enhanced Provides liquidity for fund managers over time 16

17 Agenda 1. Acquisition overview 2. BT Investment Management strategy 3. J O Hambro Capital Management 4. Benefits to BT Investment Management 5. Financials and transaction funding Conclusion Appendix Additional information 17

18 4. Benefits to BTIM Acquisition will drive growth, increase margins and create a more diversified investment management business with two powerful brands Drives growth High growth business 1 Broad range of strategies with significant capacity New markets and clients Increases revenue margins Access to higher margin business Enhances diversification By revenue, asset class and clients (1). Past growth is not a reliable indicator of future growth. 18

19 4. Benefits to BTIM Growth: Track record of strong fund inflows Growth driven by strategy diversification and strong investment performance 1 Net inflows of 2.6bn (A$3.9bn) 2 for 12 months to 30 June 2011 Quadrupled FUM in the past two years 1 JOHCM FUM JOHCM net fund flows All Europe Dynamic Continental European European European Select Values Global Emerging Markets Global Select Japan UK Growth UK Dynamic UK Equity Income UK Opportunities Global Emerging Markets Opportunities (1). Past growth is not a reliable indicator of future growth. (2). Based on an exchange rate of /A$1.00, as at 15 July

20 4. Benefits to BTIM Growth: Significant capacity Over 12bn (A$18bn) 1,2 of indicative capacity remaining Strategies capped to protect clients interests and to target outperformance Track record of successfully adding new strategies JOHCM FUM and indicative capacity Total indicative FUM: 19bn (A$29bn) 1 (1). Based on an exchange rate of /A$1.00, as at 15 July (2). As at 30 June (3.) The presentation of indicative capacity is not a representation that the capacity will be achieved. (4). European Strategies includes Continental European, European, European Select Values and All European Dynamic Growth. (5) Global/International Equities includes Global Select/International Select. (6). UK Strategies includes UK Equity Income, UK Growth, UK Opportunities and UK Dynamic. (7). Emerging Markets includes Emerging Markets, Global Emerging Market Opportunities. (8). Asia strategies includes Japan, Asia ex Japan and Asia SMID. 20

21 4. Benefits to BTIM Growth: New markets and clients Entry into new markets and access to new clients BTIM gains exposure to new growth in markets including: UK Europe Asia USA Access to expanded client base JOHCM FUM (client location) 1 (1). As at 31 March

22 4. Benefits to BTIM Margin: Higher revenue margin business Consistently achieved revenue margins in excess of 60bps across its portfolio Strong and consistent investment performance Capacity management Delivers higher revenue margins JOHCM historical revenue margins 1 BTIM historical revenue margins 2 (1). March financial year end for JOHCM. Excludes performance fees. (2). September financial year end for BTIM. Excludes performance fees. 22

23 4. Benefits to BTIM Diversification: By revenue Reduces reliance on any single fund, strategy or individual BTIM revenue 1 A$127m Combined Group pro forma revenue 1 A$187m 2 (1). 12 months to 31 March Excludes other revenue. (2). JOHCM standalone revenue of A$60m ( 40m) excluding property administration fees and other revenue (AIFRS basis). Based on an exchange rate of /A$1.00, as at 15 July

24 4. Benefits to BTIM Diversification: By asset class Creates a more balanced portfolio BTIM FUM 1 A$34.8bn Combined Group pro forma FUM 1 A$45.5bn 2 (1). As at 30 June (2). JOHCM standalone FUM of A$10.7m ( 7.1bn). Based on an exchange rate of /A$1.00, as at 15 July

25 Agenda 1. Acquisition overview 2. BT Investment Management strategy 3. J O Hambro Capital Management 4. Benefits to BT Investment Management 5. Financials and transaction funding Conclusion Appendix Additional information 25

26 5. Financials and transaction funding BTIM FY11 guidance BTIM outlook for full year results to 30 September 2011 A$34.8bn of FUM as at 30 June Realised performance fees of A$6.2m for the financial year to 30 September 2011 Cash NPAT for FY11 (excluding transaction costs) expected to be between A$28m-$32m 1 Assumes stable equity markets (1). See BTIM ASX release 12 July A notification from an institutional client has been received by BTIM for a $0.5bn redemption in Australian equities which is expected to settle in the 30 September 2011 quarter. Further BTIM has received committed but not funded institutional flows for $0.3bn in cash and fixed interest and $0.2bn in Australian equities that is also expected to settle during the coming quarter.(2). Please refer to the definition of Cash NPAT in section of the Prospectus. 26

27 5. Financials and transaction funding JOHCM trading update JOHCM as at 30 June 2011 Historical Current Current FUM Average FUM Average FUM Year ending 31 March March 2011 Period ending 30 June 2011 Average FUM 2.4bn 4.5bn Current FUM 7.1bn Average mgmt fee margin 62bps 1 62bps 1 Average mgmt fee margin 63.5bps 1 Mgmt fee revenue 14.7m 27.4m Implied current mgmt fee revenue 45.1m 2 Perfm. fees realised 6.3m 9.1m Estimated perfm. fees accrued 5.7m 3 Cost to income ratio 85% 75% Cash NPAT 2.3m 7.1m (1). Excludes performance fees. (2). Implied current management fee revenue calculated by multiplying current FUM of 7.1bn by the current average management fee margin of 63.5bps. This is not a forecast or representation of future JOHCM management fees. (3). Performance fees are crystallized as at 31 December. Presentation reflects estimated performance fees accrued in funds as at 30 June 2011 and may not be realised if investment performance declines. 27

28 5. Financials and transaction funding Transaction impact Acquisition will be EPS accretive on a Cash NPAT basis in the first full year of acquisition Key assumptions for the Combined Group: Balance of the Purchase Price, Seed Capital and transaction costs funded by debt, cash and BTIM securities Entitlement Offer raises between A$212m and A$275m TERP adjusted for the bonus element of the Entitlement Offer Average equity market growth of 9% in Australia and 6% internationally Net fund inflows of approximately A$2.8bn Performance fees of approximately A$19m Cost to income ratio of approximately 64% No change to current exchange rate of /A$1.00 Excludes transaction costs Shareholders and investors should refer to the Prospectus for details of the financials and the key risks which may impact the achievement of statement. The Acquisition is expected to be EPS dilutive on a statutory NPAT basis. 28

29 5. Financials and transaction funding Cash NPAT definition Cash NPAT extended to reflect JOHCM s long-term equitisation programs Incorporation of JOHCM s long-term equitisation programs Earned by fund managers as a reward for building the FUM and scale of their strategies over time alignment of ownership Employees elect when to receive BTIM shares after earn-in period Unpredictable impact on cash flows Hence, BTIM intends to adopt straight-line, cash-based amortisation over vesting period Program Employees Treatment Short-term equity bonus BTIM No change JOHCM After-tax cash cost deducted in year of purchase Same treatment Long-term equitisation JOHCM Cash cost deducted on a straight line period over the vesting period (usually 5 years) 29

30 5. Financials and transaction funding Funding summary Purchase price of 209m (A$314m) 1 will be funded by a combination of equity, debt and cash resources Equity 4 for 5 Entitlement Offer Raise up to A$275m (Committed and Underwritten for up to A$212m) Westpac has committed A$165m, JLMs underwritten A$47m Equity Converting Notes of approximately A$42m Balance to be funded by cash resources and debt Net A$ funding requirement hedged through to settlement Sources A$m Uses A$m Entitlement Offer (Offer Price: A$ % discount to TERP) Cash consideration Bridge debt facility Loan Notes 53.6 Issue of Converting Notes Issue of Converting Notes Cash reserves 6.3 Purchase Price Transaction costs 21.1 Seed Capital 22.6 Total Total (1). Based on an exchange rate of /A$1.00, as at 15 July (2). Based on an exchange rate of /A$1.00, as per 10 business day average rate to 15 July

31 5. Financials and transaction funding Debt Bridge debt facility of 65m (A$98m) 1, intended to be replaced by bank debt facility GBP-denominated bridge facility Amount of drawdown dependent upon proceeds under Entitlement Offer, but will not be less than 23m (A$35m) 1 Intended to be replaced by bank debt facility prior to completion Healthy interest coverage Capacity to pay down debt in full through operating cash flows and capital management initiatives within 3-4 years DRP may be activated in FY12 subject to debt level (1). Based on an exchange rate of /A$1.00, as at 15 July

32 5. Financials and transaction funding Combined Group pro forma balance sheet Post transaction balance sheet assuming A$212m Entitlement Offer Mix of equity and debt may vary (A$m, 31 March 2011) 1 BTIM JOHCM 2 raising Capital adjustment Pro forma adjustments Combined Group pro forma Cash (241.6) 32.6 Other current assets Current assets (241.6) 68.8 Property, plant & equipment Intangible assets Investments Other non-current assets Non-current assets Total assets Current Loan Notes and debt facility Other current liabilities Current liabilities Non-current Loan Notes & Convertible Notes Other non-current liabilities Non-current liabilities Total liabilities Net assets (33.6) Capital (0.9) Reserves (1.8) 18.7 Retained earnings (15.5) (30.8) (13.2) Total shareholder's equity (33.6) (1). Numbers in table may not add due to rounding. (2). Based on an exchange rate of /A$1.00, as at 15 July Intangibles from JOHCM adds to existing goodwill from previous transactions Current liabilities to convert to non-current liabilities upon takeout of debt bridge facility by bank debt Increase to Group Capital dependent upon take up of Entitlement Offer 32

33 5. Financials and transaction funding Dividend policy Target payout ratio to remain 80 90% of Cash NPAT Subject to business performance, cash flow requirements Dividends expected to remain fully franked for next few years then reduce significantly Final FY11 dividend to be declared on 31 October 2011 payable in December Final dividend to be maintained on a cents per share basis subject to market New shares will be entitled to any final dividend DRP may be activated from FY12 33

34 Agenda 1. Overview 2. BT Investment Management strategy 3. J O Hambro Capital Management 4. Benefits to BT Investment Management 5. Financials and transaction funding Conclusion Appendix Additional information 34

35 Conclusion Acquisition of a highly successful award-winning investment manager FUM of 7.1 billion across 15 investment strategies High growth, high margin business Consistent with BTIM s stated strategy Complementary investment capabilities and strong cultural fit Will drive growth, increase margins and enhance diversification Expected to be EPS accretive in the first full year of acquisition 1 Creates a diversified investment management business with two powerful brands (1). On a cash NPAT basis. See note 3 on page 5 of this presentation. 35

36 APPENDICES ADDITIONAL INFORMATION

37 Additional information Entitlement Offer timetable The Entitlement Offer and Acquisition is expected to take approximately 11 weeks Key event Date 1 Acquisition of JOHCM announced 19 July 2011 Extraordinary General Meeting 18 August 2011 Record Date for Entitlement Offer (7:00pm) 24 August 2011 Prospectus despatched 26 August 2011 Entitlement Offer opens 26 August 2011 Entitlement Offer closes 9 September 2011 Shortfall Bookbuild (after market close) 14 September 2011 Settlement of the Entitlement Offer 19 September 2011 Allotment of New Shares under the Entitlement Offer 20 September 2011 New Shares under the Entitlement Offer commence trading on ASX on normal settlement basis 21 September 2011 Completion Date 4 October 2011 (1). These dates are indicative only and are subject to change. BTIM, in conjunction with the Joint Lead Managers, reserves the right to amend this indicative timetable including, subject to the Corporations Act and Listing Rules, to extend the latest date for receipt of Applications either generally or in particular cases or to cancel any part of the Entitlement Offer without prior notice. 37

38 Additional information Key risks to the transaction and offer Success of the entitlement offer and Combined Group s performance is subject to a number of risks Acquisition risks / BTIM risks Impact of a change of control on existing and new FUM and personnel Risk of reliance on information provided to BTIM by or on behalf of JOHCM Poor investment performance Competitive environment Currency risk (movements in :A$ exchange rate) Successful demerger of JOHCM Capital Management businesses not to be acquired Deterioration in operating environment, including investor outlook Increased debt levels Regulatory change Refer to Prospectus for detailed overview of general and other acquisition / BTIM risks 38

39 Additional Information Current ownership structure JOHCM s three founding shareholders had a 56% ownership stake but have not been involved in the day-to-day management of the equities business for some time BTIM has negotiated retention packages and remuneration plans for JOHCM current employees Current employee equity holders will be transferred into cash, Loan Notes and Converting Notes Current employees JOHCM ownership structure 1 Founders, ex employees, other shareholders (1). Ownership % levels are shown on a fully diluted basis as at 30 June

40 Additional Information Post transaction corporate structure Following a demerger from the existing corporate structure, the acquired businesses of JOHCM will become a 100% owned subsidiary of BTIM s UK holding company 100% BT Investment Management (RE) Limited (Incorporated in Australia) BTIM RE Board Emilio Gonzalez (Chairman) Phil Stockwell Cameron Williamson BT Investment Management Limited 1 (ASX:BTT) 100% BTIM UK Limited (Incorporated in England and Wales) 100% Newco (to be renamed J O Hambro Capital Management Holdings Limited) (Incorporated in England and Wales) 100% J O Hambro Capital Management Limited 2 (Incorporated in England and Wales) JOHCM business to be demerged from existing corporate structure BTIM Board Brian Scullin (Chairman) Emilio Gonzalez Brad Cooper James Evans Carolyn Hewson Newco Board James Hambro (Chairman, JOHCM) Gavin Rochussen (CEO, JOHCM) Emilio Gonzalez (CEO, BTIM) James Evans (BTIM Board) Cameron Williamson (CFO, BTIM) Christopher Bannister (Westpac) (1). BTIM also holds 12.5% of Regnan Governance Research and Engagement Pty Limited. (2). J O Hambro Capital Management Limited has seven subsidiaries. 40

41 Additional Information JOHCM funds UK funds Strategy UK Opportunities Inception November 2005 Benchmark Key senior fund manager FTSE AlI Share Total Return Index John Wood (21 years industry experience) Joined J O Hambro Capital Management in October 2005 Ben Leyland (9 years industry experience) Joined J O Hambro Capital Management in April 2006 Investment objective To achieve long-term capital appreciation through investment in a concentrated portfolio primarily invested in transferable securities of UK companies Up to 10% of the value of the strategy may be invested in non-uk companies Strategy UK Dynamic Inception June 2008 Benchmark Key senior fund manager FTSE All Share Total Return Index Alex Savvides (14 years industry experience) Joined J O Hambro Capital Management in March 2003 Investment objective To achieve long-term capital growth by investing in equities listed on either of the two primary markets of the London Stock Exchange the main market and Alternative Investment Market At least 75% of the fund's assets will, at all times, be invested in equity securities of companies domiciled or exercising a predominant part of their economic activity in the UK 41

42 Additional Information JOHCM funds (cont d) UK funds (cont d) Strategy UK Growth Inception November 2001 Benchmark Key senior fund manager FTSE All Share Total Return Index Mark Costar (18 years industry experience) Joined J O Hambro Capital Management in August 2001 Investment objective To achieve long-term capital growth in excess of the FTSE All Share Total Return Index by investing in companies that are considered to be solid, well-managed companies domiciled or exercising the predominant part of their economic activities in the UK, and capable of generating growth throughout the economic cycle Strategy UK Equity Income Inception November 2004 Benchmark Key senior fund managers FTSE All Share Total Return Index Clive Beagles (22 years industry experience) Joined J O Hambro Capital Management in October 2004 James Lowen (17 years industry experience) Joined J O Hambro Capital Management in September 2004 Clive and James have managed the strategy on a partnership basis since its launch in November 2004 Investment objective To achieve long-term capital appreciation and generate an above average dividend yield by investing primarily in transferable securities that are listed on the London Stock Exchange (or other relevant UK exchanges) 42

43 Additional Information JOHCM funds (cont d) Europe funds Strategy European Inception May 2003 Benchmark Key senior fund manager FTSE Eurofirst 300 Total Return Index Rod Marsden (30 years industry experience) Joined J O Hambro Capital Management in September 2001 Investment objective To achieve capital growth through investment in equity securities of companies domiciled or exercising the predominant part of their economic activities in Europe, including the UK, which are listed primarily on European exchanges Strategy Continental European Inception November 2001 Benchmark Key senior fund manager FTSE Eurofirst 300 ex UK Total Return Index Paul Wild (13 years industry experience) Joined J O Hambro Capital Management in March 2003 Investment objective To achieve long-term capital growth by investing in equity securities of companies domiciled or exercising the predominant part of their economic activities in Europe, excluding the UK Up to 15% of the strategy may be invested in equity securities of companies domiciled outside the region described above 43

44 Additional Information JOHCM funds (cont d) Europe funds (cont d) Strategy European Select Values Inception May 2003 Benchmark Key senior fund manager FTSE Eurotop 300 Total Return Index Robrecht Wouters (21 years industry experience) Joined J O Hambro Capital Management in September 2003 Investment objective To achieve long-term capital appreciation, through investment in equity securities of companies domiciled or exercising the predominant part of their economic activities in Europe, which are listed on European and recognised UK exchanges Strategy All Europe Dynamic Growth Inception February 2011 Benchmark Key senior fund manager MSCI Europe (net dividends reinvested) Trygve Tøraasen (17 years industry experience) Joined J O Hambro Capital Management in January 2011 Carlos Moreno (17 years industry experience) Joined J O Hambro Capital Management in January 2011 Investment objective To achieve capital growth through investment in those European equity markets which are included in the definition of recognised market (which, for the avoidance of doubt, includes emerging European markets). The provision of income will not normally be a major consideration, unless this is considered to be in the interests of the strategy. 44

45 Additional Information JOHCM funds (cont d) Emerging markets funds Strategy Emerging Markets Inception April 2010 Benchmark Key senior fund manager MSCI Emerging Markets Standard Total Return Index (net dividends reinvested) Emery Brewer (20 years industry experience) Joined J O Hambro Capital Management in March 2010 Dr Ivo Kovachev (17 years industry experience) Joined J O Hambro Capital Management in March 2010 Investment objective To achieve long-term capital appreciation from investing in a portfolio of equity securities of companies in emerging markets around the world Strategy Emerging Markets Opportunities Inception June 2011 Benchmark Key senior fund manager MSCI Emerging Markets Standard Index (net dividends reinvested) James Syme (17 years industry experience) Joined J O Hambro Capital Management in May 2011 Paul Wimborne (13 years industry experience) Joined J O Hambro Capital Management in April 2011 Investment objective To achieve long-term capital appreciation by investing both direct and indirect, in a diversified portfolio of emerging market equity securities. 45

46 Additional Information JOHCM funds (cont d) Asia funds Strategy Japan Inception May 2004 Benchmark Key senior fund manager TOPIX Total Return Index Scott McGlashan (34 years industry experience) Joined J O Hambro Capital Management in April 2004 Ruth Nash (25 years industry experience) Joined J O Hambro Capital Management in April 2005 Investment objective To achieve long-term capital growth by investing in equity securities of companies domiciled or exercising the predominant part of their economic activities in Japan, which are listed on the principal share markets of Japan or other recognised markets Investment is predominantly in equities, but can also include fixed rate convertible bonds and warrants that are readily marketable Strategy Asia (ex Japan) Inception Anticipated to be launched in September 2011 Benchmark Key senior fund manager MSCI All Countries Asia ex Japan Total Return Index (net dividends reinvested) Samir Mehta (20 years industry experience) Joined J O Hambro Capital Management in May 2011 Investment objective To generate long-term capital returns provided by the economic and demographic growth of Asia (ex Japan) region in particular India and China 46

47 Additional Information JOHCM funds (cont d) Asia funds (cont d) Strategy Asia (ex-japan) Small and Midcap (SMID) Inception Anticipated to be launched in September 2011 Benchmark Key senior fund manager MSCI All Countries Asia ex Japan Small Cap Total Return Index (net dividends reinvested) Cho-Yu Kooi (17 years industry experience) Joined J O Hambro Capital Management in May 2011 Investment objective To generate long-term capital returns provided by the economic and demographic growth of Asia (ex Japan) region in particular India and China Global/International Funds Strategy International Select Inception September 2008 Benchmark Key senior fund manager MSCI EAFE Index Total Return Christopher Lees (21 years industry experience) Joined J O Hambro Capital Management in September 2008 Nudgem Richyal (11 years industry experience) Joined J O Hambro Capital Management in June 2008 Investment objective To achieve long-term total return from investing in a concentrated portfolio of global securities ex-us listed on any recognised market Under normal market environments the strategy is intended to be near-fully invested, and at no time will less than 80% of the strategy's total net assets be invested in such securities as described above The strategy is managed on an unconstrained basis with no restrictions in terms of regional or sector allocation versus the benchmark 47

48 Additional Information JOHCM funds (cont d) Global/International Funds (cont d) Strategy Global Select Inception September 2009 Benchmark Key senior fund manager MSCI ACWI Index Total Return Christopher Lees (21 years industry experience) Joined J O Hambro Capital Management in September 2008 Nudgem Richyal (11 years industry experience) Joined J O Hambro Capital Management in June 2008 Investment objective To achieve long-term total return from investing in a concentrated portfolio of global securities listed on any recognised market Under normal market environments the strategy is intended to be near-fully invested, and at no time will less than 80% of the strategy's total net assets be invested in such securities as described above The strategy is managed on an unconstrained basis with no restrictions in terms of regional or sector allocation versus the benchmark 48