Steadfast Group

FY22 Results,

Insurance Brands Australia acquisition, Trapped Capital update and equity raising

2022

17 August 2022

Important notice and disclaimers

Important Notice and Disclaimer

IMPORTANT: You are advised to read the following carefully before making any use of the information contained in this presentation. This presentation has been prepared by Steadfast Group Limited (ABN 98 073 659 677) (Steadfast or the Company).

Summary information

This presentation contains general information in summary form which is current as at 17 August 2022 in connection with Steadfast's FY22 results, the proposed acquisition of Insurance Brands Australia ABN 85 608 968 396 (Insurance Brands Australia) (Insurance Brands Australia Acquisition), a proposed institutional placement of new fully paid ordinary shares in the Company (Placement) and an offer of new fully paid ordinary shares in the Company to eligible shareholders under a share purchase plan (SPP). This presentation is not a recommendation or advice in relation to Steadfast or any product or service offered by Steadfast or its subsidiaries. It is not intended to be relied upon as advice to investors or potential investors, and does not contain all information relevant or necessary for an investment decision or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act 2001 (Cth). It should be read in conjunction with Steadfast's periodic and continuous disclosure announcements filed with the Australian Securities Exchange (ASX), and in particular the Steadfast 2022 Annual Report.

The SPP offer will be made on the basis of the information contained in the share purchase plan offer booklet (SPP Booklet) to be prepared for eligible shareholders in Australia and New Zealand and will be available following its lodgement with ASX. Any eligible shareholder in Australia or New Zealand who wishes to participate in the SPP should consider the SPP Booklet before deciding whether to apply for New Shares under the SPP. Anyone who wishes to apply for New Shares under the SPP will need to apply in accordance with the instructions contained in the SPP Booklet.

Not an offer

This presentation is not a prospectus, product disclosure statement or any other disclosure or offering document under Australian law (and has not been, and will not be, lodged with the Australian Securities and Investments Commission) or any other law. This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction and neither this presentation nor anything in it shall form any part of any contract for the acquisition of Steadfast shares. The distribution of this presentation outside Australia may be restricted by law. Any recipient of this presentation who is outside Australia must seek advice on and observe any such restrictions. This presentation may not be reproduced or published, in whole or in part, for any purpose without the prior written permission of Steadfast.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. None of the Steadfast shares to be offered and sold the under the Placement or SPP have been, or will be, registered under the US Securities Act of 1933 as amended, (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new Steadfast shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The new Steadfast shares to be offered and sold under the SPP may not be offered or sold, directly or indirectly, in the United States or to any person that is acting for the account or benefit of a person in the United States (to the extent that such person is acting for the account or benefit of a person in the United States). See also "International Offer Restrictions".

Not advice or recommendation

This presentation does not constitute investment, financial product, legal, tax, accounting or other advice, nor is it a recommendation to acquire Steadfast shares. It is not intended to be used as the basis for making a financial decision. Any references to, or explanations of legislation, regulatory issues, benefits or any other legal commentary (if any) are indicative only, do not summarise all relevant issues and are not intended to be a full explanation of a particular matter. Recipients should make their own enquiries and investigations regarding any investment, and should seek their own professional advice on the legal, financial, accounting, taxation and other consequences of investing in Steadfast.

This presentation has been prepared without taking into account your investment objectives, financial situation or particular needs. No reliance may be placed for any purpose whatsoever on the information contained in this presentation or on its accuracy or completeness.

Investment risk

An investment in Steadfast shares is subject to known and unknown risks, some of which are beyond the control of Steadfast, including, possible loss of income and principal invested. Steadfast does not guarantee any particular rate of return or the performance of Steadfast, nor does it guarantee any particular tax treatment. Investors should have regard to the risk factors outlined in this presentation when making their investment decision and should make their own enquires and investigations regarding all information in this presentation, including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Steadfast and the impact that different future outcomes may have on Steadfast. Cooling off rights do not apply to the acquisition of new Steadfast shares.

Disclaimers

J.P. Morgan Securities Australia Limited and UBS Securities Australia Limited (UBS) (together, the Lead Managers) are acting as joint lead managers and underwriters of the Placement. The SPP is not underwritten.

None of the Lead Managers, nor any of their, or Steadfast's respective affiliates, related bodies corporate, directors, officers, partners, employees, contractors, advisers or agents (Limited Parties), have authorised, permitted or caused

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the issue, dispatch or provision of this presentation or the announcement to which it is attached and there is no statement in this presentation or the announcement to which it is attached which is based on any statement by them. None of the Limited Parties take any responsibility for any information in this presentation or any action taken by investors on the basis of such information, and except to the extent referred to in this presentation, none of them makes or purports to make any statement in this presentation.

The information in this presentation remains subject to change without notice. No person is under any obligation, and does not undertake, to provide any recipient of this presentation with any access to any additional information or to notify any recipient or any other person of any other matter arising or coming to its notice after the date of this presentation.

Important notice and disclaimers

No representation or warranty, express or implied, is made as to the fairness, accuracy, adequacy, completeness, correctness or reliability of any statements, estimates, opinions, conclusions or other information contained in this presentation. To the maximum extent permitted by law, none of Steadfast, its subsidiaries, the Lead Managers and their respective directors, officers, employees, advisers and agents, and all other Limited Parties, nor any other person accepts any liability and responsibility for any direct or indirect loss or damage which may be suffered or costs or expenses which may be incurred by any recipient through use of or reliance on anything contained in or omitted from this presentation or the announcement to which it is attached, including without limitation any liability arising from fault or negligence. No recommendation is made as to how investors should make an investment decision. Investors must rely on their own examination of Steadfast, including the merits and risks involved. No Limited Party guarantees the repayment of capital or any particular rate of income or capital return on an investment in Steadfast. Recipients of this presentation agree, to the maximum extent permitted by law, that they will not seek to sue or hold the Limited Parties liable in any respect in connection with this presentation. Investors should consult with their own professional advisors in connection with any acquisition of securities. The Limited Parties do not accept, and expressly disclaim, any fiduciary obligations to or relationship with any investor or potential investor in connection with the Placement, the SPP or otherwise.

The Lead Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Lead Managers and their respective affiliates and related bodies corporate have provided, and may in the future provide, financial advisory, financing services and other services to Steadfast and to persons and entities with relationships with Steadfast, for which they received or will receive customary fees and reimbursement of expenses. The Lead Managers and their respective affiliates may purchase, sell or hold a broad array of investments (including holding security interests over these investments) and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments, or otherwise originate, hedge, enforce or effect transactions, for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Steadfast, and/or persons and entities with relationships with Steadfast. The Lead Managers and their respective affiliates and related bodies corporate may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

In connection with the Placement, one or more investors may elect to acquire an economic interest in the new Steadfast shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. The Lead Managers or their respective affiliates and related bodies corporate may, for their own respective accounts, write derivative transactions with those investors relating to the new Steadfast shares to provide the Economic Interest, or otherwise acquire securities in Steadfast in connection with the writing of those derivative transactions in the Placement and/or the secondary market. As a result of those transactions, the Lead Managers or their respective affiliates or related bodies corporate may be allocated, subscribe for or acquire new Steadfast shares or securities of Steadfast in the Placement and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in Steadfast acquired by the Lead Managers or their respective affiliates or related bodies corporate in connection with its ordinary course sales and trading, principal investing and other activities, result in the Lead Managers or their respective affiliates or related bodies corporate disclosing a substantial holding and earning fees.

You acknowledge and agree that:

  • determination of eligibility of investors for the purposes of the capital raising is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Steadfast and the Lead Managers. You further acknowledge and agree that each of Steadfast, the Lead Managers and the Limited Parties exclude and expressly disclaim any duty or liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Lead Managers and Steadfast may rely on information provided by or on behalf of institutional investors in connection with managing, conducting or underwriting the Placement without having independently verified that information and no Limited Party assumes responsibility for the accuracy or completeness of that information; and
  • the Lead Managers and Steadfast reserve the right to change the timetable in their absolute discretion including by closing the Placement bookbuild early or extending the Placement bookbuild closing time (generally or for particular investor(s)) in their absolute discretion (but have no obligation to do so), without recourse to them or notice to you. Furthermore, communications that a transaction is "covered" (i.e. aggregate demand indications exceed the amount of the security offered) in connection with the Placement bookbuild are not an assurance that the transaction will be fully distributed.

Forward-looking statements

The information in this presentation is for general information only and contains forward looking statements, opinion or estimates or statements about future matters (each a forward-looking statement). Such forward looking statements can be identified by the use of forward looking words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "continue", and "guidance", or other similar words and include, without limitation, statements regarding Steadfast's intent, belief or expectations, plans, strategies, objectives of management, the Insurance Brands Australia Acquisition and/or other potential acquisitions, the outcome of the Placement and SPP and the use of proceeds therefrom, FY23 EPS annualised accretion, and FY23 guidance information. Steadfast gives no undertaking to update this information over time (subject to legal or regulatory requirements). Any forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are outside the control of Steadfast, its related bodies corporate and affiliates and each of their respective directors, securityholders, officers, employees, partners, agents, advisers and management and may cause Steadfast's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The following key assumptions underpin the FY23 Guidance set out on slide 36 of this presentation: Strategic partners continue premium price increases; $250m equity raised (Institutional Placement and SPP); $220m of Trapped Capital acquisitions in FY23 producing c. $22m of annualised EBITA; with $8m pro rata contribution expected in FY23 (2.7% NPAT growth); No material economic impacts from current global uncertainties. Any forward-looking statements in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Investors are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the Covid pandemic and geopolitical tensions such as the Russian-Ukrainian War. Neither Steadfast, nor any other person, gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. In addition, please note that past performance is no guarantee or indication of future performance. Possible factors that could cause our results or performance to differ materially from those expressed in our forward looking statements include the risk factors set out on slides 40 to 49 of this presentation.

The forward-looking statements are based on information available to Steadfast as at the date of this presentation. Except as required by applicable laws or regulations, none of Steadfast, its representatives or advisers undertakes to provide any additional information or revise the statements in this presentation, whether as a result of a change in expectations or assumptions, new information, future events, results or circumstances.

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Important notice and disclaimers

Market data

Certain market and industry data used in this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Steadfast nor its representatives or its advisers have independently verified any market or industry data provided by third parties or industry or general publications.

Financial data

Local currencies have been used where possible. Prevailing current exchange rates have been used to convert local currency amounts into Australian dollars, where appropriate. All references starting with "FY" refer to the financial year ended 30 June. All references starting with "1H" refers to the financial half year ended 31 December. "2H" refers to the financial half year ended 30 June. All references to "F" refers to Forecasts.

Investors should be aware that this presentation contains certain financial measures that are "non-IFRS financial information" under ASIC Regulatory Guide 230 'Disclosing non-IFRS financial information' and also "non-GAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under Australian Accounting Standards (AAS) and International Financial Reporting Standards (IFRS). The disclosure of non-GAAP financial measures in the manner included in this presentation may not be permissible in a registration statement under the US Securities Act. The non-IFRS financial information have not been subject to review by Steadfast's auditors and include EBITDA, underlying EBITDA, NPATA1, underlying NPAT, underlying EPS (NPAT) (NPAT per share) and underlying EPS (NPATA1) (NPATA per share).

The non-IFRS/non-GAAP financial information does not have a standardised meaning prescribed by AAS and IFRS and therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this presentation.

The presentation also includes financial information for Insurance Brands Australia. The Insurance Brands Australia financial information has been derived from management accounts of Insurance Brands Australia for the year ended 30 June 2022, which financial statements are unaudited, and other financial information made available by Insurance Brands Australia in connection with the Insurance Brands Australia Acquisition.

In addition, the presentation includes pro forma financial information reflecting the Insurance Brands Australia Acquisition. The pro forma financial information included in this presentation is presented for illustrative purposes and does not purport to be in compliance with Article 11 of Regulation S-X under the US Securities Act and was not prepared with a view towards compliance with the rules and regulations or guidelines of the U.S. Securities and Exchange Commission or the American Institute of Certified Public Accountants for the preparation and presentation of pro forma financial information.

Financial information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Steadfast's views on its future financial performance or condition. Investors should note that past performance of Steadfast, including the historical trading price of the shares, cannot be relied upon as an indicator of (and provides no guidance as to) future Steadfast performance, including the future trading price of shares.

TARGET INFORMATION

Certain information in this presentation has been sourced from Insurance Brands Australia or its respective representatives or associates. While steps have been taken to confirm that information, no representation or warranty, express or implied, is made as to its fairness, currency, accuracy, adequacy, reliability or completeness. Steadfast has undertaken a due diligence process in respect of the Insurance Brands Australia Acquisition, which relied in part on the review of financial and other information provided by the vendors. Despite making reasonable efforts, Steadfast has not been able to verify the fairness, currency, accuracy, adequacy, reliability or completeness of all of the information which was provided to it. If any information provided to, and relied upon by, Steadfast in its due diligence and its preparation of this presentation proves to be incorrect, incomplete or misleading, there is a risk that the actual financial position and performance of Insurance Brands Australia (and the financial position of Steadfast following the Insurance Brands Australia Acquisition) may be materially different to the expectations reflected in this presentation.

Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the proposed Insurance Brands Australia Acquisition have been identified or managed appropriately. Therefore, there is a risk that issues may arise which also have a material impact on Steadfast.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figure set out in this presentation.

General

Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. Steadfast may in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation. Any further information will be provided subject to the terms and conditions contained in this Important Notice and Disclaimer. Steadfast reserves the right to withdraw the capital raising or vary the timetable for the capital raising without notice.

In consideration for being given access to this presentation, you confirm, acknowledge and agree to the matters set out in this Important Notice and Disclaimer and any modifications notified to you and/or otherwise released on ASX.

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1

Calculated on consistent basis since IPO

Table of content

FY22 results, Insurance Brands Australia acquisition, Trapped Capital update and equity raising

06

FY22 Highlights and Key Updates

16

FY22 Financial Summary

24

Acquisition of Insurance Brands Australia, Trapped Capital update and

equity raising

36

39

FY23 Guidance

Appendices

5

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Disclaimer

Steadfast Group Ltd. published this content on 17 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 07:43:07 UTC.