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OMNI BRIDGEWAY LIMITED — AGM Information 2021
Nov 29, 2021
65474_rns_2021-11-29_aa780162-1ebe-4809-bfe3-b2850d2f6ee0.pdf
AGM Information
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ASX Announcement
30 NOVEMBER 2021
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Chairman’s address and Managing Director’s Presentation to Shareholders at 2021 Annual General Meeting
In accordance with Listing Rule 3.13.3, please refer to the following attached documents:
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Part one: Chairman’s Address to the Annual General Meeting
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Part two: Managing Director’s Presentation to the Annual General Meeting
This announcement is authorised for release to the market by the Disclosure Committee.
Investor enquiries:
Media enquiries:
Mel Buffier Marella Gibson Head of Investor Relations Chief Marketing Officer – Australia and Asia +61 2 8223 3560 +61 8223 3517 [email protected] [email protected]
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Omni Bridgeway Limited | ABN 45 067 298 088 | GPO Box 5457 | Sydney NSW 2001 | Freecall 1800 016 464
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Address by Omni Bridgeway Limited Chairman Michael Kay to the Annual General Meeting 30 November 2021
Before we move to the formal matters in the Notice of Meeting, CEO Andrew Saker and I will address the Meeting.
I’d like to take the opportunity to provide a brief overview of some of the Company’s activities over the 2021 financial year and I would particularly like to focus on the Company’s significant potential cash generation as the very considerable book of legal assets we have built is harvested.
Let me start by saying FY21 was a frustrating yet successful year for Omni Bridgeway.
Successful because I believe the business has performed strongly and management has executed our strategy well. Frustrating because it seems evident we have been unable to communicate effectively to the market the inherent value of the Company and its book of business.
I can assure you it has not been for lack of trying. However, today Andrew and I will attempt anew to demonstrate the strength of the business, the rightness of its strategy and business model, and the size of potential cash flows over the medium term and beyond.
It will be no secret to shareholders that the share price has deteriorated over the past twelve months and we have been the subject of short selling. Your Board believes this deterioration in no way reflects the performance of management or the value of the business.
That said, based on the voting thus far received, and subject of course to the voting today, it would seem likely that we will receive a first strike on the remuneration report. This may surprise some shareholders as our remuneration report was supported by all proxy advisers and has been strongly supported by shareholders with more than 99% voting in favour of that resolution over the last several years. There is no material difference in this year’s remuneration report that would easily explain the decision of some shareholders to vote against it.
Between Andrew and me, we had the opportunity to speak to major shareholders prior to the AGM, including most of those
who appear to have voted against the remuneration report and one or more of the other proposed resolutions.
Based on these discussions, it seems that this is a protest vote at the steady decline in the share price in recent months and the view that this has been caused, at least in part, by our inability to communicate to the market the intrinsic value of the business. We accept that criticism in the constructive fashion it was offered and, starting today, will try to do better.
During these discussions with shareholders, other issues about the company and its governance were also raised where there appears to be confusion or a knowledge gap in the market.
Perhaps this confusion is at least partially responsible for the recent weakness in the share price and the short selling. The areas we have identified through discussions with stakeholders are:
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The prospective returns in Fund 1
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The structure and prospective returns in Fund 6
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Whether the merger that created the current entity will add value
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The long term incentive program ( LTIP ) and the consequent dilution upon issue of shares to staff
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The appropriate skill set for the Board.
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The cash flow and value in the business and the perception that we need to raise capital to continue to fund the business. Of course I’m talking here about in the Omni Bridgeway corporate entity itself, not the various funds we manage.
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Regulatory reform in Australia.
I referred to there being confusion because despite the disclosures we have made on these issues, some of which have been over many years, a number of shareholders have asked for greater clarity and in some cases less complexity in the disclosures. If there is indeed confusion, we take
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Address by Omni Bridgeway Limited Chairman Michael Kay to the Annual General Meeting 30 November 2021
responsibility for that and today and henceforth, we will try to do better to assist stakeholders more clearly understand the Company.
To this end we have recently appointed Mel Buffier as Head of Investor Relations who has more than 20 years of finance and capital markets experience and has held a number of senior roles at top 50 ASX-listed companies.
The Board notes the requests which have been made for the Company to provide a level of financial guidance in future and we will continue to evaluate this and seek to work towards it while operating within the legal requirements relating to forward looking financial statements.
Andrew will expand upon some of the issues in further detail in his presentation but I will take the opportunity to make some observations on some of the identified areas.
Firstly, the Board is confident the Company will achieve good returns in Funds 1 and 6.
After recent completions in Fund 1, the total amount owing to our external Fund investor has reduced to just US$12.5 million.
If the portfolio was realised today in line with past performance, we would expect to generate approximately A$130 million to A$270 million for Omni Bridgeway. At a midpoint of the range, this would equate to a return on invested capital of 2.7x.
I trust that clears up any confusion on the prospective returns in that fund.
The Board is equally confident the merger between IMF and Omni Bridgeway will continue to create value. In the two years since the merger, the legacy Omni team has easily exceeded the two year growth target of future investment income of €16 million.
This is the target which was approved by shareholders on 14 February 2020.
The collections from the European balance sheet and Fund 6 portfolio of investments have been equally strong with €42 million recovered, of which over €14 million has been directly received by Omni Bridgeway by way of its case specific investment profit share.
The balance of the investment recoveries, being €28 million, are payable to Fund 6 from which the Company will earn future investor and performance fee returns. I refer shareholders to the Company’s previous disclosures concerning how the Fund 6 European waterfall works.
We have also received €13 million in management fees.
This demonstrates the highly attractive manager return structure of Fund 6.
Additionally, we have successfully bid for many merits funding and enforcement actions using the skill sets of the two legacy businesses, something neither business could have done prior to the merger.
We are confident these are sound investments as they have been vetted through our rigorous investment committee process, a process that has been proven over many years of successfully investing in legal assets. I will talk further about the Investment Committee structure process later in my address.
The Board is somewhat surprised at the concerns raised on the LTIP scheme, noting it has been in place since 2015, has undergone a number approvals from shareholders and has been strongly supported through the years via the voting on the remuneration report.
We engaged Mercer in 2021 to review our remuneration structure.The LTIP proposals which are before the meeting today, reflect the outcome of that review and will, if approved, REDUCE the future performance rights entitlements by differentiating between key performers, creating a greater direct alignment with shareholder interests by making 80% of the outcome subject to the Company exceeding a three year relative total shareholder return (TSR) hurdle and adding forfeiture and clawback provisions.
Some shareholders have noted that the LTIP approval is to approve the grant of up to 30 million performance rights over three years.I make a couple of observations on this; firstly this is a cap which ASX has required to be inserted into the approvals, it is not the number of rights which the Company is planning to issue.
The actual number of rights issued to a participant is calculated as a percentage of a participant’s salary, generally between 30% to 60%.In the last three financial years, the aggregate number of LTIP performance rights issued was 14.1 million.
In hindsight, the proposed increase appears unnecessarily conservative even allowing for the continuing strong growth of the Company.
The Company’s employees have embraced these changes as being in the best interests of all stakeholders notwithstanding that they may reduce their own ultimate outcome.
In terms of the board skill set, I would refer shareholders to the biographies of our Directors. With global, legal, accounting, funds management, management investment scheme, investment banking and CEO level commercial skills on the Board, we believe we have the right matrix of skills and experience for the Company.
Of course, with our founder Hugh McLernon leaving us today, there is an inevitable loss of corporate memory. Hugh’s
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Address by Omni Bridgeway Limited Chairman Michael Kay to the Annual General Meeting 30 November 2021
departure gives us the opportunity to look at Board renewal and perhaps consider a non-executive director from the Northern hemisphere.
That said, between the remaining non-executive directors, there is approximately 33 years of OBL experience and our CEO has been in place for almost seven years.
In terms of the perception some have that we need to raise equity capital, I will now look at the possible cash flow scenarios in the current book of business and highlight the potential of the business in circumstances where it achieves its stated goal of A$5 billion funds under management by FY25.
If the balance sheet and Funds 1, 2&3 portfolios were realised today in line with past performance, we would expect to generate approximately A$470 million to A$1 billion for OBL.
Let me also note here the portfolio of Funds 4, 5 and 6 have an implied embedded value of A$2 billion. These funds are still open and growing and hence the ultimate implied embedded value will be well in excess of A$2 billion.
With the returns I outlined just from the Balance sheet and Funds 1 to 3, the Board considers that the current market capitalisation materially undervalues the cash generation potential of this business.
If you consider it realistic that the Company’s future performance will be consistent with its historical performance in terms of conversion from EPV, the current market capitalisation appears to us to attribute little or no value to Funds 4, 5, and 6, or to the future capacity of the business, notwithstanding its strong growth trajectory.
Furthermore, as the transition from on-balance sheet funder to funds manger completes, the Omni Bridgeway business will be fully self-funding through management fees, performance fees and profit share.
In other words, these cash flows suggest that other than refinancing debt, in the absence of very significant delays in resolution of matters or very significant increases in adverse outcomes, the business will not need to raise capital other than from investors in our managed funds.
Additionally, with the transition to funds manager and co-investor complete and with the benefit of non-recourse capital from fund investors, we can continue to grow the business at a lower risk and with higher returns on equity.
I trust that this, and what Andrew has to say, clears up some of the confusion that I referred to earlier.
I’d like to move on to our activities and achievements during FY21.
The demands of managing our business through the pandemic have been significant. Despite these challenges
we have remained focused, adapted our approach where necessary and executed on our strategic priorities.
Whilst our broad business model and geographic diversification provided some resilience to the impact of COVID-19, the biggest disruption was to our US business due to the closing of the US courts.
This extended the duration of our US investments, most notably in Fund 1, as well as impacted to some extent our ability to write new business in the region. Most courts and arbitrations in other jurisdictions were adaptable in the use of technology and COVID-safe protocols to enable trials to continue.
Despite this, and through the recovery we have since seen in the US, our business remains in a strong position. During FY21 our team delivered upon the priority of scaling our portfolio further enhancing the global platform created from the merger with Omni Bridgeway in FY20.
Reflecting the strategic transformation of our business over the last six years, from initially investing on our own balance sheet to now bringing in third party capital, our funds under management have grown to A$2.4 billion. In the last six years, the estimated portfolio value ( EPV ) has grown tenfold from A$2.0 billion to A$22.2 billion at 30 September 2021.
The carrying value of our investments, our EPV and annual commitments have each delivered a compound annual growth rate of more than 35% over the last five years.
We have just 10 investments that remain on balance sheet which makes up just less than 4% of our pipeline as it relates to EPV.
The transition from an on-balance sheet funder to a fund manager and co-investor model is almost complete.
Non-recourse funding throughout the funds management model improves our risk adjusted returns and as our Funds mature we will generate recurring management fees, meaningful performance fees and share significant profits from our interests in the Funds.
We have now established seven funds, and the marketing of our eighth fund is well progressed. These Funds have provided the capacity and flexibility to invest in a diverse range of litigation finance opportunities, numbering over 300 global investments across four legal asset classes: dispute resolution finance, legal working capital finance, enforcement finance and claims monetisation.
We are a pioneer and innovator in financing and managing legal risks and have been a global leader of this emerging asset class for the past 20 years as a listed company in Australia and 30 years in Europe.
180 specialists across 12 countries manage our portfolio in our primary regions in APAC, Europe and North America.
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Address by Omni Bridgeway Limited Chairman Michael Kay to the Annual General Meeting 30 November 2021
The Board is confident that the significant embedded value of our business will come to fruition in the coming years as those investments continue to perform in line with expectations, firstly as the balance sheet investments complete and return waterfalls start to run off for Funds 1-3 and 6 and secondly, as our second generation funds mature.
I want to now talk about how we manage one of the key risks in our business, the selection and management of our investments.
The rigour around our investment selection and management process, which has been refined and optimised over decades of experience, has contributed to our enviable track record of achieving a successful legal outcome for 86% of the merits cases that we fund.
I believe this is the key to our ability to deliver successful investment outcomes in the future.
Our robust investment and risk management framework obliges investment managers and Chief Investment Officers to take a conservative view on investment value.
Opportunities are primarily originated through potential clients, advisors, law firms or formulated internally before an approach from a third party.
Through the application review, numerous factors are assessed, including legal risk, the type and strength of case, financial analysis, legal fee arrangement, the likely length of time to resolution, an estimate of the amount of investment capital required to completion, and the defendants’ ability to satisfy a judgment. We use external due diligence counsel where required.
We have three global Investment Committees in Europe, US and APAC, complemented by a global team of 89 investment managers and highly qualified support staff.
Each Investment Committee comprises a combination of internal and external independent members, the latter are senior legal practitioners or ex judges.Unless the Committee’s decision is unanimous, no investment is made.
Our post investment management process, an inception to completion offering, results in a better overall success rate as our Investment Managers work alongside the claimants and lawyers to provide input into and oversee key strategic decisions.
Ladies and gentlemen, I believe Omni Bridgeway has one of the best platforms in the world, with access to nonrecourse capital, through our current funds and proposed new fund structures, to drive profitable growth.
We have a global footprint and a presence in all the major legal markets in the world and a broad scope of products and services to offer our clients.
Our substantial pipeline of investments is expected to generate significant cash and profits as those investments mature.
Today 70% of our business is in North America and Europe with the northern hemisphere representing 80% of the total addressable market.
The Board has supported and encouraged Andrew’s move to the United States to ensure he is closer to broader sources of capital on offer in both the private and public equity markets. We have endorsed a two year strategic growth plan focused on the US, which is the largest legal market in world, and as such, our greatest opportunity for further growth and penetration.
We have developed our business in Asia, to leverage the enormous opportunities across the Asian region as it leads global economic growth.
We are at the point where our transition to funds manager is almost complete, and as mentioned earlier, our longer term objective is to increase funds under management, from A$2.4 billion today, to A$5 billion, with A$1 billion of commitments, in FY25.
To close, I’d like to thank the global Omni Bridgeway team. Notwithstanding the ongoing disruption caused by COVID, they have simply continued to deliver – with passion and dedication – upon the priorities of the business. They have demonstrated great resilience and commitment throughout these challenging times.
I’d also like to pay tribute to Andrew and his executive team who have exhibited outstanding leadership over the past two years of COVID. Andrew and his wife Marina did not hesitate to move to New York in the middle of the pandemic from the relative safety of Australia. Andrew is an outstanding businessman and leader and his commitment to the Company, its goals and its people are out of the top drawer.
Finally I’d like to thank my colleagues on the Board for their guidance and counsel. Like other Boards we have had little face to face time over the past two years. That notwithstanding, every Board member has exhibited extraordinarily high levels of energy, interest, and personal engagement with the business, management and each other.
I would now like to introduce our CEO Andrew Saker to address the Meeting.
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Presentation by Omni Bridgeway Limited Managing Director Andrew Saker to the Annual General Meeting 30 November 2021
Good morning.
I would like to start by acknowledging the traditional custodians of the lands on which we live, work, and operate. We pay respect to their connections to land, sea, and community and to Elders past, present, and emerging.
On behalf of the management team and staff I would like to welcome you to the Annual General Meeting for Omni Bridgeway Limited for the financial year ended 30 June 2021.
Firstly, I would like to thank our Board for their support and valuable counsel throughout the year.
I would also like to acknowledge the significant contribution of our talented team at Omni Bridgeway who demonstrate their commitment to achieving business goals and maximising investment outcomes for all stakeholders- and this year again they did so while navigating an uncertain and challenging landscape created by COVID 19.
I would like to address up front a number of factors influencing how we believe the market is currently valuing our business.
Firstly, the regulatory landscape. Queries have been raised regarding how regulatory changes introduced for funding Australian class actions will impact the Group’s future earnings from a historically productive area. Let me explain why we feel comfortable in the dynamic landscape.
Whilst we have earned a good proportion of our historical income from Australian class action funding, our historical investment concentration in this area bares little comparison to today’s portfolio of 300 plus investments split across multiple jurisdictions and claim types. We continue to reduce investment concentration risks across our business and Australian class actions represent only 14% of our global EPV.
The Australian Government introduced proposed new legislation into parliament in October and although the Bill is yet to be passed Omni Bridgeway is well-placed to adapt to the potential changes.
The new proposed legislation governing funder returns is not inconsistent with our earnings track record in this area. Whilst we have earned income from class actions which exceeded 30% of the gross recoveries which is the ceiling for funders and
legal fees proposed in the legislation, we note that the proposed legislation contains a rebuttable presumption enabling the Court to assess the distribution of proceeds on a case-by-case basis, as it has always done in its role approving class action distributions. Accordingly, funders are able to demonstrate why entitlements beyond this are just and reasonable and rebut the legislative presumption. We are confident of being able to do this in appropriate circumstances.
If a minimum 70% return to class action members is introduced, it may impact smaller class actions and legal cost management, and we may see a shake-out among peers in the Australian funding market. Regulatory changes to date have seen a decrease in competition for Australian class action funding. Omni Bridgeway is the one leading international funder with an AFSL licence which has launched a number of funded class actions since the application of the managed investment scheme regime. We have funded no less than seven class actions since the adoption the new regulatory framework.
Whilst the economics of funding smaller class actions may be placed under pressure by the regulatory changes, the larger class actions, such as the Brisbane Floods (our Wivenhoe investment) or PFAS toxic chemical claims, where damages are in the hundreds of millions of dollars, will, in our view, be unimpacted.
Recent changes to continuous disclosure rules will also not materially impact the cases we typically consider.
Regulatory review is to be expected in any industry, and ours is no different. As you know, the class action regime in Australia is approximately 30 years old and it is not surprising that it is the subject of reform by the Federal Government. Omni Bridgeway has been engaging constructively with Government throughout its three year review, and it appears that process is now coming to an end.
We are better positioned than peers due to our long expertise in the sector, established infrastructure in the form of our 10-person strong client liaison team to book build in the proposed closed class environment, extensive industry relationships, financial strength, acknowledged market leadership and diversified portfolio.
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Presentation by Omni Bridgeway Limited Managing Director Andrew Saker to the Annual General Meeting 30 November 2021
To summarise, we are highly confident that our business has adapted and will continue to adapt smoothly and strategically to the revised Australian regulatory regime as we have done throughout our history.
Across Europe, the most important reform for our business and sector is the harmonisation of collective redress regimes. EU Member States have until the end of calendar year 2022 to ensure domestic laws meet specified minimum standards. There are preliminary discussions on potential regulation and a more expansive EU regulatory framework which Omni Bridgeway is monitoring and will participate in, as we do in each of our jurisdictions.
In the US, attempts to regulate legal finance are predominantly proposed at the state level (typically influenced by the US Chamber of Commerce). So far, these initiatives have obtained little traction. US case law also continues to develop positively in favour of litigation financing and preventing disclosure of litigants’ funding arrangements.
The second item I would like to address is the profile of investment completions within our portfolio.
We have a long track record of providing an estimated portfolio value ( EPV ) for our investments and the proportion of this which we receive as income at the conclusion of investments. This conversion, with the inclusion of all losses, has held steady at around 15% for a long time. What is far less predictable with any degree of precision is when an investment will complete.
We appreciate the market looks to the Company for our best indication and this is why we provide the Possible Completion Period , we do not and never will control the timing of completions. There are a myriad of factors outside the funder’s influence which impact the duration of a dispute finance investment.
We hear stakeholder feedback regarding disappointment with what is sometimes seen as recurrent EPV slippage - the term used to refer to the Possible Completion Date for an investment moving from one period to a later period. This should not be taken as a negative development for the company.
Invariably, our entitlements increase over the duration of an investment and a later completion may well yield a better final return for all stakeholders. We have always encouraged investors in this regard to take a longer term view than for an investment business with shorter investment cycles.
Having said this, we have encouragingly had several Fund 1 investments accelerate into FY22 earlier than their expected FY23 completion. Such is the nature of our business.
What have we done to address the impact of investment concentration with duration risk? In essence the more investments within the portfolio, the less reliance is placed on any one investment with regard to the earnings for a particular financial period. Whilst our balance sheet portfolio remains in harvest mode, this remains work in progress to some extent but the impact can be seen for future periods.
An extraneous factor impacting our investments in the last
18 months has been the effects of the COVID-19 global pandemic. Whilst we closely monitored our operations and our teams, some Fund 1 completions extended in duration due to US court closures and delays associated with the pandemic.
However, since April 2021, however, US Courts have reopened and
we are pleased to report we’ve seen a rebound in jury trials, advancing settlement discussions and increasing case completions.
In those eight months between April and November 2021, we completed cases which earned A$83 million income, a very pleasing comparison to the A$19 million for the 12 months to end of March 2021 during the acute pandemic closures.
Fund 1 was our inaugural fund which launched in February 2017 and it is fully committed. There are 18 remaining investments in the Fund 1 which is in harvest mode.
In the last four weeks, since we released our first quarter update, we have completed or partially settled five Fund 1 cases, which will generate income totalling approximately US$22.7 million.
Further, we have received a summary judgment ruling in another Fund 1 investment that will generate an estimated US$4.4 million in income.
Subject to receipt of all of these proceeds and the payment of distributions, there is approximately US$12.5 million of non-controlling interests outstanding, prior to OBL receiving its called capital, accumulated management fees and 85% residual profit share.
If the Fund 1 portfolio was realised today in line with past performance, we would expect to generate approximately A$130 million to A$270 million for OBL. At a midpoint of the range, this would equate to return on invested capital of 2.7x.
Funds 2&3, which launched in October 2017, are also in harvest mode and are now 99% committed with A$189 million funds under management across 27 current investments.
There is approximately A$95 million of non-controlling interests outstanding in Funds 2&3.
If the portfolio was realised today in line with past performance, we would expect to generate approximately A$260 million to A $590 million for OBL.
It is our opinion that Funds 4,5 and 6 will provide a superior return to Omni Bridgeway than the above ‘first generation’ funds, both on an absolute and on a risk adjusted basis.
A significant balance sheet investment that had not progressed as we had expected relates to the Brisbane Floods Class Action, known as Wivenhoe Dam.
A A$440 million partial settlement with two of the three defendants for their combined 50% of the apportioned liability was approved by the Supreme Court of New South Wales in May 2021.
In FY21, we recognised income of A$95 million relating to this and anticipate further income of A$18 million in FY22, subject
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Presentation by Omni Bridgeway Limited Managing Director Andrew Saker to the Annual General Meeting 30 November 2021
to the settlement distribution process. This amounts to a 4.2x multiple on invested capital and 31% IRR on our A$27 million investment over the 9 year life of the case.
The remaining 50% liability against the third defendant, Seqwater, is subject to the High Court of Australia granting special leave to appeal. If granted, we expect the appeal to be scheduled in FY23.
At 30 September 2021, we posted an impairment charge of A$21 million relating to the carrying value of the second portion of the Wivenhoe investment with less than A$1 million balance remaining on balance sheet.
Whilst the High Court Application process continues, this investment continues to be considered as a funded case with an EPV of A$253 million and possible completion in FY23.
We had previously indicated to the market that, based on certain assumptions, estimated income of A$85 million would be recognised if this appeal was successful.
Thirdly, I’d like to cover our capital position. We have close to A$2.4 billion in funds under management across our seven Funds.
With Fund 6 approaching capacity, we are ready to raise additional fund capital to maintain our growth trajectory and are in the process of marketing to raise capital for Fund 8, targeted to be a €300 million global enforcements strategy.
We have explored the opportunity to refinance our debt, currently due in 2022 and 2026. We have identified a potential lender and will be looking to finalise our arrangements early in calendar year 2022. The targeted facility will provide sufficient capital for refinancing the existing debt and a standby credit line to maximise capital efficiency.
Finally, turning to EPV, a key metric used to assess the performance and trajectory of our business. Although settlement timing and completions are outside of our control, we are very good at predicting the quantum of EPV. For more than 15 years, historic EPV forecasting has been accurate or conservative for 72% of completed investments.
We attribute this to our robust investment and risk management framework which requires investment managers, overseen by Chief Investment Officers, to take a conservative view on investment value.
Our highly experienced Investment Committees are complemented by a global team of 89 investment managers and extremely qualified support staff .
Next I would like to discuss our financial results.
Earnings in FY21 were A$88 million before provisions for noncash impairments were expensed at A$121 million. But for the impairment of two material investments our IFRS results would more closely match our cash outcome.
Material growth was achieved in all key metrics: we recognised a record income of A$286 million which translated into a 22% EPV conversion rate; we processed over 1,700 funding applications;
and we increased our funding commitments by 32% over FY20.
Whilst our EPV conversion rate for FY21 was higher than our Long-Term Conversion Rate of 15%, we remain of the view that the latter is the appropriate rate and that the result from the previous financial year was an anomaly.
We invested a record A$413 million into investments funded from private equity funds and our co-invested contribution from our balance sheet resources. The carrying value of our investments increased to A$525 million (net of impairments) and we had strong cash and receivables of A$360 million.
We have kept our operational cash expenses being relatively flat on a year-on-year basis, while consistently growing the carrying value of our investments, our estimated portfolio value, and annual commitments with each delivering a compounded annual growth rate of more than 35% over the last five years.
Building on the foundation of our FY21 results, was a solid first quarter demonstrating that the positive performance of our Funds has continued into the current financial year and reflects the benefits of our diversification strategy.
At 30 September 2021, we maintained our strong financial position with the group’s balance sheet cash and receivables of A$198 million sufficient to support our operational expenditure and corporate initiatives.
This first quarter of FY22 has been one of our best quarters yet.
We reported A$29 million income recognised from investment completions, A$126 million of commitments in line with our A$520 million FY22 target and 11% growth in estimated portfolio value to A$22.2 billion.
And I am pleased to report that, since our 1Q22 report was released to the market on 29 October 2021, we have recognised further income of A$38 million.
In summary, we are off to a strong start for FY22. For the financial year to date, we have achieved A$150 million of recognised and yet to be recognised income.
Now turning to the future.
In accordance with our 2025 business plan, we expanded our Investment Management team throughout the year with additions in each jurisdiction.
We remain the largest dispute finance team in the world, with over 180 professionals sourcing investments across APAC, EMEA and the Americas – surpassing our peers with expertise that spans common law; civil law; merits funding; asset tracing and enforcement; acquisition of claims, judgments and awards; funding law firm receivables and downside risk management.
Our particular focus is on building our US team to capitalise on the significant growth opportunities we see in the largest legal market in the world.
We currently have a team of 31 in our four offices and intend growing the team to 40 by end of 2021 and reaching up to 50 by the end of June 2022.
This year, in addition to Hugh McLernon’s retirement, our US
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Presentation by Omni Bridgeway Limited Managing Director Andrew Saker to the Annual General Meeting 30 November 2021
Chief Investment Officer, Allison Chock, is retiring after eight years with our business. Fortunately, Allison will continue her involvement with the company in the role of a US Investment Committee member.
I would like to take this opportunity to formally welcome long-standing senior employees, Jim Batson and Matt Harrison, as the new co-Chief Investment Officers of the US business.
As our platform continues to grow and to facilitate more effective engagement with our stakeholders, we have made a number of key hires, with the appointment of a Head of Investor Relations; Global Chief Marketing Officer; and Head of Client Services.
Since July, our investor relations activity has included more than 80 one on one meetings with new and existing investors, brokerhosted group presentations and onboarding a sell-side analyst who has initiated research through Taylor Collison.
We are simplifying the way we articulate the key metrics and cashflows of the business to increase the market’s understanding of the earnings power of our platform.
At a group level, we have identified key goals for FY22 to include:
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Achieving A$520 million in new commitments, including the doubling of our US target to A$225 million
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Earning management fees on the deployment of capital
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Refinancing our debt facilities to remove restrictive covenants and to provide greater flexibility and additional liquidity for our fund management business, and
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Launching our eighth fund, up to €300 million, focused on a global enforcement strategy.
We are committed to delivering A$5 billion in funds under management and annual commitments of A$1 billion by FY25 through the disciplined management of and investment in high quality specialised investments that will create long term value for our stakeholders.
T hank you for your time today.
Subject to operating within legal requirements relating to forward looking financial statements, we intend to disclose this at our interim result in February 2022.
During FY21 our geographic footprint expanded with a combination of remote and on-the-ground services for Japan, India, Latin America, New Zealand, and Spain. And we are now exploring further office openings and local resourcing options for the US, Asia and EMEA.
As the US is the largest legal market in world, it represents our greatest opportunity for further growth and penetration.
Our two year strategic plan for the US includes:
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Expanding our headcount and geographic footprint in the market
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Improving our efficiency ratios of days in due diligence and funds committed per investment manager
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Michael Kay
Non-Executive Director and Chairman Level 7, 35 Clarence Street Sydney NSW 2000
Andrew Saker
Managing Director & CEO and Chief Strategy Officer – US Level 6, 37 St Georges Terrace Perth WA 6000 +61 8 9225 2300
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Employing risk management tools such as portfolio insurance products and
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Exploring secondary market opportunities to improve the liquidity of our investments
About Omni Bridgeway
Omni Bridgeway is a global leader in financing and managing legal risks, with expertise in civil and common law legal and recovery systems, and with operations around the world. Omni Bridgeway ofers dispute fnance from case inception through
to post-judgment enforcement and recovery. Since 1986 it has an established record of financing disputes and enforcement proceedings.
omnibridgeway.com
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Annual General Meeting
30 November 2021
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Board
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Michael Kay Non-Executive Director and Chairman
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Karen Phin Non-Executive Director
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Andrew Saker Managing Director and CEO
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Christine Feldmanis Non-Executive Director
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Hugh McLernon Executive Director
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Raymond van Hulst Executive Director, Managing Director EMEA
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Michael Bowen Non-Executive Director
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AGM | NOVEMBER 2021
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Chairman’s Address
Michael Kay Non-Executive Chairman
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Managing Director’s presentation Andrew Saker Managing Director & CEO
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Balance sheet, Fund 1 and Funds 2&3 cash generation[1,2]
| Implied embedded value (IEV) attribution FUND 1 |
Implied embedded value (IEV) attribution FUND 1 |
Implied embedded value (IEV) attribution FUND 1 |
Implied embedded value (IEV) attribution FUND 1 |
Implied embedded value (IEV) attribution FUND 1 |
FUNDS 2&3 | FUNDS 2&3 | FUNDS 2&3 |
|---|---|---|---|---|---|---|---|
| At 30-Nov-21 10% EPV conversion 15% EPV conversion 20% EPV conversion |
10% EPV conversion 15% EPV conversion 20% EPV conversion |
||||||
| Called capital | US$125.0m | US$125.0m | US$125.0m | $103.2m | $103.2m | $103.2m | |
| Accumulated preferred return | $28.0m | $28.0m | $28.0m | ||||
| $5.6m $5.6m $5.6m |
|||||||
| $136.8m | $136.8m | $136.8m | |||||
| $41.6m $41.6m $41.6m |
|||||||
| $95.2m | $95.2m | $95.2m | |||||
| $95.2m | $95.2m | $95.2m | |||||
| $411.4m $617.1m $822.8m |
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| IEV in excess of NCI | $146.5m | $228.4m | $310.3m | $316.2m | $521.9m | $727.6m | |
| OBL called capital | $55.5m | $55.5m | $55.5m | $26.1m | $26.1m | $26.1m | |
| OBL accumulated management fee | $7.7m | $7.7m | $7.7m | $3.7m | $3.7m | $3.7m | |
| Subtotal $63.2m $63.2m $63.2m |
$29.8m $29.8m $29.8m |
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| Residual implied embedded value $83.3m $165.2m $247.1m |
$286.4m $492.1m $697.8m |
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| Residual profit share % to OBL | 85% | 85% | 85% | 80% | 80% | 80% | |
| Residual profit share to OBL | $70.8m | $140.4m | $210.1m | $229.1m | $393.7m | $558.3m | |
| Cash generation to OBL | $134.0m | $203.6m | $273.3m | $258.9m | $423.5m | $588.1m |
| Estimated portfolio value (EPV) Possible completion profile |
Estimated portfolio value (EPV) Possible completion profile |
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|---|---|---|---|---|
| # 7 mths to |
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| At 30-Nov-21 Investments 30-Jun-22 FY23 FY24 |
FY25+ | Total | ||
| Balance sheet 10 $32m $750m $2m |
$1m | $785m | ||
| Fund 1 18 $196m $1,068m $186m |
$189m | $1,639m | ||
| Funds 2&3 27 $303m $2,763m $322m |
$726m | $4,114m | ||
| If the balance sheet, Funds 1, 2&3 portfolios were | ||||
| realised today, in line with past performance, | ||||
| OBL would expect to generate approximately | ||||
| $470 million to $1 billion |
| BALANCE SHEET | BALANCE SHEET | BALANCE SHEET | BALANCE SHEET | TOTAL CASH GENERATION | TOTAL CASH GENERATION | TOTAL CASH GENERATION |
|---|---|---|---|---|---|---|
| 10% EPV conversion 15% EPV conversion 20% EPV conversion |
10% EPV conversion 15% EPV conversion 20% EPV conversion |
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| $78.5m | $117.7m | $157.0m | $471.4m | $744.8m | $1,018.4m |
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This analysis is not earnings guidance or a forecast. Past performance is not necessarily an indicator of future performance. This analysis is based on the hypothetical scenario of all of the portfolio investments completing at the long term completion rate to their respective EPV at 30 November 2021. In practice, the portfolios will complete over multiple time periods and the interim EPVs may vary and they may ultimately complete below or above the LTCR. Prior to the full return of capital to the investors, preferred return will continue to accrue. 2. The analysis ignores possibility of further capital calls being required.
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Includes cash on hand.
AGM | NOVEMBER 2021
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EPV forecasting has been accurate or conservative for 72% of completed investments
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We have a strong track record of effectively assessing EPV over the life cycle of our investments
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This is attributed to our robust investment and risk management framework which requires investment managers and CIOs to take a conservative view on investment value
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Three investment committees are complemented by a global team of 89 investment managers and highly qualified support staff
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260 2.4 5
. 25 0
24. 0
210 2 1.5
2. 0
. 18 0
160
. 15 0 . 15 0
1 4 .0
1 25.
110
1. 0 1. 0 1. 0
92.5 93.4
8 .0 . 8 0 86.0 82.0 86.0 86.1
75.0 75.0
65.0
60 . 6 0 . 6 0
. 5 0 . 5 0 . 5 0 . 5 0 . 5 0 . 5 0 . 5 0 49.0 . 5 0 51.0
4. 0 4. 0 43.0 42.0
35.0 . 3 0 . 3 0 35.0 . 3 0 . 3 0 . 3 0 32.0 34.0 34.8
10 3.0 1. 0 1. 0 5.0 1. 0 5.0 2.0 2. 0 8.0 3.0 2. 0 2.5 15.0 6.0 2. 0 6.0 25.0 6.0 15.0 1. 0 5.0 6.0 1.0 14.0 1. 0 1. 0 2.5 0.1 7.0 9.0 1. 0 1. 0 2.5 - 3.5 15.0 5.0 1. 0 6.0 1. 0 - 2. 0 5.0 2. 0 25.0 2. 0 5.0 15.0 1. 0 24.0 5.0 0.9 0.7 5.0 3.9 2. 0 2 .0 17.5 1. 0 1 .0 7.8 2.4 3.0 14.5 15.9 12.9 18.0 21.6 4.7 6.4 . 0 2. 0 19.0 6.5 - 1. 5 5.0
(40)
(90)
2005 2008 2009 2010 2011 2012 2014 2015 2016 2018 2019 2020 2021
AUD in millions
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Since 2005, where a settlement outcome was achieved:
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In 56 investments (44%), EPV was not revised over the course of the investment
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In 35 investments (28%), EPV was revised downwards
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In 36 investments (28%), EPV was revised upwards
EPV in last quarter prior to completion EPV when investment first made Increase in EPV Decrease in EPV
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AGM | NOVEMBER 2021
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Result reflects the benefits of our diversification strategy For the 12 months ended 30 June 2021
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Income Record commitments [2] Funds under management
$286.4m $412.6m $2.4bn
up 32%
Income yet to be recognised [1] On track to meet $1bn On track to meet $5bn
annual target by FY25 target by FY25
$135m+
Driven by strong 4Q21 case
completions and a 2H21 skew
Estimated portfolio Life-to-date
Conversion rate value (EPV) [2] invested capital
$20.1bn
22% $1.2bn
Up 27% on 30 June 2020
Higher than the long–term Over 50% yet to be realised
conversion rate (LTCR) of 15%
Record investment Implied embedded
Strong cash and receivables
applications value (IEV)
$359.8m
1,727 $2.8bn Driven by key completions and
Up 37% on 30 June 2020 collection of receivables
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Income of approximately $135 million to $270 million may be recognised in future periods. This potential income relates to investments, with an aggregate EPV of $535.2 million and expected completions in FY22, which had substantially completed prior to 30 June 2021 but did not fully satisfy the revenue recognition accounting standards and our policies.
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Includes conditional and Investment Committee approved investments.
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Income FYTD
| AUD million | Balance sheet | Funds | Funds | Funds | Funds | Funds | Funds | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | 2&3 | 4 | 5 | 6 | 7 | |||
| Income recognised | ||||||||
| Investments completed in 1Q22 | 0.1 0.9 - |
- 0.3 16.9 - 1.9 - 0.2 0.3 - - 0.4 - 0.9 3.1 0.1 - 4.3 - |
19.2 1.8 8.4 |
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| Investments completed in prior periods | ||||||||
| Ongoing investments | ||||||||
| Total income recognised in 1Q22 Investments completed from 1-Oct-21 to 30-Nov-21 Investments completed in prior periods Ongoing investments Total income recognised from 1-Oct-21 to 30-Nov-21 Total income recognised in FYTD |
1.0 7.8 - - |
1.1 3.7 17.0 - 6.6 - 4.8 4.0 20.0 - 0.1 - - - - - 0.1 - - - - - 1.1 - |
29.4 36.7 0.1 1.1 |
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| 7.8 8.8 |
4.8 4.0 20.0 - 1.3 - 5.9 7.7 37.0 - 7.9 - |
37.9 67.3 |
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| Income yet to be recognised1 in FY22+ | ||||||||
| Binding conditional settlements Successful judgments Executed settlements Agreed in principle settlements Total income yet to be recognised in FY22+ |
18.0² - - - |
- 2.8 – – – – 18.8 - - 2.5 - - 20.2 - - - 4.7 - 15.2 - - - - - |
20.8 21.3 24.9 15.2 |
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| 18.0 | 54.1 2.8 - 2.5 4.7 - |
82.2 | ||||||
| Total income3 (recognised and yet to be recognised) | 26.8 | 60.0 10.5 37.0 2.5 12.6 - |
149.5 | |||||
| EPV conversion in 1Q22 | ||||||||
| EPV of completed investments in FYTD | 58 | 55 41 515 – 5 – |
673 | |||||
| Income conversion rate4 for FYTD | 14% | 9% 10% 7% – 44% – |
8% |
1. Subject to change and may be recognised in FY22 or later.
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$18 million is the estimated future income that may flow from the existing settlement for Wivenhoe but that has not currently met IFRS income recognition criteria. It is currently anticipated to be received in FY22 subject to the achievement of certain milestones in the settlement distribution process which are outside of our control. Wivenhoe’s EPV of $253 million, with anticipated completion in FY23, is included in the group’s total EPV assumptions on 30 November 2021. Refer to various ASX announcements, in particular 7 October 2021.
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Based on actual completions during the period and supersedes any previous announcements.
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Includes investments that fully completed in the period and the total income recognised over the investments’ life and excludes partial completions in the period.
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Disclaimer
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The material in this presentation has been prepared by Omni Bridgeway and is general background information about Omni Bridgeway's activities. The information is given in summary form and does not purport to be complete.
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A number of terms used in this presentation including: ROIC, EPV, net cash generation, operational cash expenditure, success rate on dollar weighted average, IRR and actual commitments are categorised as non-IFRS information prepared in accordance with ASIC Regulatory Guidance 230 – Disclosing non-IFRS financial information, issued in December 2011. This information has not been audited or reviewed by BDO unless expressly stated. For further commentary and analysis refer to Omni Bridgeway’s 2021 Annual Report.
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This presentation is provided for general information purposes. The information in this presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase any Omni Bridgeway securities. Neither the information in this presentation nor any part of it shall form the basis of or be relied upon in connection with any future offer of Omni Bridgeway securities or act as an inducement to enter into any contract or commitment whatsoever.
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To the maximum extent permitted by law, no representation or warranty is given, express or implied, as to the accuracy of the information contained in the presentation.
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The information in 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). It is important that you read and consider the terms of any Omni Bridgeway securities in full before deciding to invest in such securities and consider the risks that could affect the performance of those securities.
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If you have any questions, you should seek advice from your financial adviser or other professional adviser before deciding to invest in Omni Bridgeway securities.
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By providing the material in this presentation Omni Bridgeway is not in any way making forecasts, predictions or providing earnings guidance and nothing in this presentation should be relied on as doing so.
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This presentation is authorised for release to the market by the Disclosure Committee.
This presentation is for the use for Omni Bridgeway’s public shareholders and is not an offering of any Omni Bridgeway private fund.
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