KIRS Non Deal Roadshow May 2017 Disclaimer This presentation (the - - PowerPoint PPT Presentation
KIRS Non Deal Roadshow May 2017 Disclaimer This presentation (the - - PowerPoint PPT Presentation
KIRS Non Deal Roadshow May 2017 Disclaimer This presentation (the Presentation) has been prepared by KIRS Group Limited (KIRS) and is its sole responsibility. For p urposes hereof, the Presentation shall mean and include the slides
Disclaimer
This presentation (the “Presentation”) has been prepared by KIRS Group Limited (“KIRS”) and is its sole responsibility. For purposes hereof, the Presentation shall mean and include the slides that follow, any oral presentation by KIRS or any person on its behalf, any question-and-answer session that may follow the oral presentation, and any materials distributed at, or in connection with, any of the above. The information contained in the Presentation has not been independently verified and some of the information is in summary form. No representation or warranty, express or implied, is or will be made by any person as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information or opinions expressed in the Presentation. No responsibility or liability whatsoever is or will be accepted by KIRS, its shareholders, subsidiaries or affiliates or by any of their respective officers, directors, employees or agents for any loss howsoever arising, directly or indirectly, from any use of the Presentation or its contents or attendance at the Presentation. KIRS cautions that the Presentation may contain forward looking statements in relation to certain of KIRS’ business, plans and current goals and expectations, including, but not limited to, its future financial condition, performance and results. These forward looking statements can be identified by the use of forward looking terminology, including the words “aims”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “predicts”, “assumes”, “shall”, “continue” or “should” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. By their very nature, all forward looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond KIRS’ control, including but not limited to insurance pricing, interest and exchange rates, inflation, competition and market structure, acquisitions and disposals, and regulation, tax and other legislative changes in those jurisdictions in which KIRS, its subsidiaries and affiliates operate. As a result, KIRS’ actual future financial condition, performance and results of operations may differ materially from the plans, goals and expectations set out in any forward looking statement made by KIRS. All subsequent written or oral forward looking statements attributable to KIRS or to persons acting on its behalf should be interpreted as being qualified by the cautionary statements included herein. As a result, undue reliance on these forward looking statements should not be placed. The information and opinions contained in the Presentation have not been audited or necessarily prepared in accordance with international financial reporting standards and are subject to change without notice. The financial results in this document and the Presentation include certain financial measures and ratios, including EBITDA, ProForma Adjusted EBITDA and certain other related measures that are not presented in accordance with IFRS and are unaudited. These measures may not be comparable to those of other companies. Reference to these non-IFRS financial measures should be considered in addition to IFRS financial measures, but should not be considered a substitute for results that are presented in accordance with IFRS. The financial information included in this Presentation only includes nine months of audited information from the year ended December 31, 2015 for TIG Finco plc and its subsidiaries (“Towergate”). Towergate’s financial results as of and for the first quarter of 2015 are unaudited and unreviewed and may not reflect what Towergate’s results would have been had the current group structure and management been in place on January 1, 2015. The information contained in the Presentation, including but not limited to any forward-looking statements, is provided as of the date hereof and is not intended to give any assurance as to future
- results. No person is under the obligation to update, complete, revise or keep current the information contained in the Presentation, whether as a result of new information, future events or results or
- therwise. The information contained in the Presentation may be subject to change without notice and will not be relied on for any purpose.
The Presentation is solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell or issue securities or otherwise constitute an invitation or inducement to any person to purchase, underwrite, subscribe to or otherwise acquire securities in KIRS or any of its subsidiaries nor does it constitute an invitation or inducement to engage in investment activity under section 21 of the Financial Services and Markets Act 2000 (“FSMA”). The Presentation does not constitute an invitation to effect any transaction with KIRS or to make use of any services provided by KIRS. The distribution of the Presentation in certain jurisdictions may be restricted by law. Recipients of the Presentation should inform themselves about and observe such restrictions. KIRS disclaims any liability for the distribution of the Presentation by any of its recipients. This document is for distribution only in the United Kingdom and the Presentation is being made only in the United Kingdom to persons falling within Articles 19, 43, 47 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), to persons who have professional experience in matters relating to investments or to persons in the United Kingdom to whom this document may otherwise be lawfully distributed. This document is being supplied and the Presentation made to you solely in that capacity for your information. This document may not be reproduced, redistributed or passed on to any other person, nor may it be published in whole or in part, for any purpose. By accepting the Presentation, you agree and acknowledge (i) that the Presentation and its contents may contain proprietary information belonging to KIRS and (ii) to be bound by the foregoing limitations, undertakings and restrictions.
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Agenda
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Introduction Investment Thesis KIRS Strategy and Business Highlights Update on Key Strategic Initiatives KIRS Financial Highlights Conclusion Q&A
KIRS has appointed Bank of America Merrill Lynch to organise a series of investor meetings in Europe and the US, GBP, EUR and / or USD bond / loan offerings may follow subject to market conditions
Investment Thesis
Investment Thesis
KIRS(1) will be the result of a carefully targeted acquisition and hiring strategy in the UK insurance market Towergate, Autonet(2)(3), Price Forbes(2)(3), Direct Group(2)(3) and Chase Templeton(2)(3) were specifically targeted due to: A. Strong management teams B. Leading position in their respective market segments C. Significant organic growth and acquisition opportunities D. Ability to create additional value from portfolio effect without disruption or integration of underlying businesses Presence across the entire insurance value chain will allow KIRS to optimise service to customers and maximise commission capture KIRS will be a leading diversified independent insurance intermediary group in the UK and is positioned to capitalise on the significant benefits of scale across all its segments Highly resilient business model with significant cash flow generation capabilities
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1 2 3 4 5
(1) Represents the Project Name for the creation of the new group. The final group name will be published in due course when trademark process is finalised. (2) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (3) Majority ownership.
KIRS will be the leading diversified independent insurance intermediary group in the UK
Significant Strategic Investment By Core Shareholders
6 2015 2016 Jun Nov Apr Dec 2017 2018 Q3 – Q4 Creation of Nevada and acquisition of majority stake in Price Forbes Acquisition of majority stake in Broker Network MDP investment in Towergate and Nevada Acquisition of majority stake in Chase Templeton(1) Acquisition of majority stake in Direct Group(1) Acquisition of majority stake in Autonet HPS investment in Towergate
~£680m Total Investment by Core Shareholders to Support the Creation of KIRS KIRS is the result of a carefully crafted acquisition strategy executed over the last 24 months
(1) Completion subject to regulatory and other customary approvals.
Dedicated Shareholder Base
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Key shareholders have invested ~£680m in the development of KIRS and will own >95% of group equity
(1) As of April 1, 2017. (2) As of March 31, 2017 SEC filing.
Founded in 2007
>100 investment professionals globally
$39bn(1) asset under management
Joint owner of Watford Re, global insurance and reinsurance group, alongside Arch Capital and second largest shareholder in NFP Corp.
Founded in 1992
41 investment professionals
$12.5bn(2) asset under management
Largest shareholder of NFP Corp., a leading US insurance broker
Founded in 1976
Over 390 investment professionals globally
Approximately $138bn asset under management
Strong prior knowledge of the insurance sector having invested in Willis Group, Alliant Insurance Services and USI
Founded in 1998
>110 investment professionals globally
$33bn asset under management
Significant experience in the insurance sector, including investments in many US mid-market insurance brokers
KIRS Vision and Key Highlights
Highly Supportive Market Backdrop
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Phase 1 First period of consolidation Phase 2 Financial crisis Phase 3 Consolidation of the consolidators & increased focus on innovation 2008 – 2011 Credit crisis causes significant slowdown in acquisitions Total Number of Large Broker Acquisitions 2005 – 2008 First wave of consolidation 2012 – Today “Historical” consolidators being acquired, new leaders emerge
Clear consolidation
- pportunity in a highly
fragmented market
- c. 150 consolidator
transactions backed by £17bn
- f private equity capital and
cheap leverage
Insurer funding providing additional firepower to consolidators
Consolidation significantly slowed down
Focus on new avenues of
- rganic growth (new products
and channels)
Oval and Giles acquired by AJ Gallagher, Jelf and Bluefin acquired by Marsh
New consolidators emerge backed by fresh private equity capital
Latest transaction multiples reflect highly attractive
- pportunity in the sector
Focus on integration across the value chain development
- f strong technology / digital
footprint
KIRS is ideally positioned to capitalise on latest market trends
31 5 9 14 2008 2009 2010 2011
KIRS Resulted from Highly Selective Investment Strategy
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2015 2016 Jun Nov Apr Dec 2017 2018 Q3 – Q4
Carefully structured acquisition plan executed in parallel with execution of Fix / Build / Grow plan in Towergate Build
(1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority ownership. (3) 20% ownership. (3) (1)(2) (1)(2) (1)(2) (1)(2)
Grow Fix
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KIRS is a multi-faceted insurance intermediary powerhouse with best-in-class capabilities across all parts of the insurance value chain
UK Broking & Underwriting Foundation
Broad UK coverage and
expertise
Traditional & select
digital distribution
Specialised
underwriting capability
SME & consumer
focused
Complex risks Leading independent
Lloyd’s broker
Blue chip brand Recruiting top industry
talent
Leading digital van broker Premier digital platform Built for scale
Highly Efficient Service Platform
Leading service offering Scale claims operations Complementary
underwriting capabilities
Attractive specialist
proposition
Leading independent UK
PMI provider
Growth engine Proven acquisition
platform
KIRS
Leading diversified
independent UK insurance intermediary group
Extensive local footprint
combined with global reach
Large and diversified
earnings base
Highly scalable operating
platform
Stable and cash
generative business model
Early and continued
engagement with the FCA
Market leading, highly
experienced management team
Digital Market Leader Health Care Market Leader International Wholesale
KIRS Strategic Vision
KIRS Guiding Principle: Maximise Presence Across Value Chain
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e.g. American Airlines, Exxon e.g. Private Motor, Home Customer Characteristics
CUSTOMER
Services (Policy Administration, Claims, Renewals)
Personal
Small & Medium Commercial Large Corporate Complex Aggregator Affinity partner Consultant Reg Broker Reg Broker MGA International Wholesale Broker Reg Broker MGA London Wholesale Broker Reg Broker Online Broker MGA Retail Broker Retail Broker Wholesale Broker MGA
High £ / Policy Low Volume Low £/ Policy High Volume Market Characteristics
CAPITAL
Collectively we have created significant opportunities to disrupt the “traditional” value chain, and realise value across multiple channels and verticals
Multiple Avenues to Capture Incremental Commission
13 £100 £100 £100 £100 £100 £100 Advisory Wholesale Digital Car & Van Underwriting Specialty MGA Underwriting International Advisory Commerical Combined Retail Household
Distribution Underwriting Wholesale Services Other Income Premium to Carrier KIRS Economics £15 £25 £30 £35 £40 £50
Illustrative purposes only
Integration across the value chain gives KIRS the opportunity to maximise commission per policy
Cost savings with a 12 month average payback period are being executed ahead of plan, providing a platform for growth
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Total 24 cost savings initiatives within the programme
─ 8 initiatives complete as of end Q1‘17 ─ Significant progress on all key projects
Key Programs include:
Fix
─ IT infrastructure and cost base ─ Finance transformation ─ Turnaround Small Business Unit ─ Property space and supplier consolidation
Operational Effectiveness
─ Various staff saving initiatives ─ Robotics opportunity analysis underway
Build
─ Broker system consolidation
Synergies
─ From acquisitions – Direct Group and Chase Templeton
£13m actual cost savings delivered in 2016 and £21m additional
annual savings from activities already completed at end Q1’17
Cost Initiatives Growth Initiatives
2 major income uplift initiatives completed
─ New contract with premium financing counterparty ─ Fee for service agreements with strategic insurance partners
Investment in income initiatives to drive organic growth include:
─ Strategic income hires across businesses particularly in
Wholesale and Underwriting
─ Hires to drive organic growth in Advisory ─ Broadening product offerings in Autonet, Paymentshield, and
Underwriting
─ Acquisitions bring cross-sell opportunities (e.g., Chase
Templeton, Direct Group and Autonet)
Investment in Change Management
Dedicated Change team with considerable large scale change experience Change governance in place for all major programs to coordinate investment control, delivery assurance and benefit realisation
─ Change Director report progress to Executive Committee, Board and Regulator on a regular basis
Key business stakeholders involved in project design, implementation and monitoring Partnered with global market leaders to assure execution and outcomes
Continued Execution of Strategic Initiatives
KIRS Operating Framework
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Distribution Wholesale Underwriting (4) Services
Leading UK broker services network and leading claims management and TPA platform Leading UK insurance broker with strong
- nline presence, extensive local
footprint and high margin specialist brands International insurance and reinsurance broker with a diverse international income stream Leading MGA in the UK with diversified product focus Digital / Direct Advisory
GEO (3) (1) (2) (1)(2)
London Market International
(1)(2) (1)(2) (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority Ownership. (3) 20% ownership. (3) KIRS Group does not incur any of the ultimate underwriting or principal risk in relation to any of the services or products that we provide and therefore we neither provide capital nor assume any responsibility for insurance claims costs.
Highly diversified and integrated insurance distribution, underwriting and services company with a diverse portfolio of leading brands
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Product Focus Distribution Model Market Position 2016 PF(1) Income (Total: £487m) 2016A PF Adj. EBITDA (Total: £134m)(2) (3) Van Property insurance via mortgage brokers Specialist and bespoke products Online (direct and price comparison websites (‘PCW’)) Direct via phone Mortgage brokers Leading UK broker in van Leading distributor of property insurance via mortgage brokers One of the top UK SME broker via PCW £311m £79m £93m £18m
Advisory Digital Underwriting Wholesale Segment Services Distribution Segment
(1) “Pro Forma Income” means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) Includes £3m in KIRS group costs. (3) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.
£97m £25m 2016A GWP (Total: £2.8bn) £1,230m £950m £625m General insurance Health (Private Medical Insurance (‘PMI’) broker to SMEs) Face-to-face broking Direct via phone and call centres Leading independent General Insurance and PMI broker in the UK Large and complex specialty risk Design and placement of risks from all major international insurance and reinsurance markets in London, Bermuda and Europe Leading Top 5 independent wholesale broker Commercial Lines Specialty Personal Lines Specialty Lines Agriculture Motor Premium sourced from external and internal brokers Global capability Leading full service MGA in Europe Post-sales servicing End-to-end claims management Insurers, corporates and affinities Carriers, underwriters and brokers Leading provider of claims management and post- sales servicing in the UK
Underwriting and Services Segment
Overview of KIRS Segments
KIRS Company Highlights
- 1. Leading diversified independent UK insurance intermediary group
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- 2. Extensive local footprint combined with global reach
- 3. Large and diversified earnings base
- 4. Highly scalable operating platform
- 5. Stable and cash generative business model
- 6. Early and continued engagement with the FCA
- 7. Market leading, highly experienced management team
- 1. Leading Diversified Independent UK Insurance Intermediary Group
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UK’s leading MGA
Underwriting Wholesale
Price Forbes is a top five independent London and international
wholesale broker(1)
Services
UK’s leading broker services network and leading claims
management platform
(£ in millions)
UK Insurance Broker Rankings by Income (1)
Leading independent SME and specialty personal lines-focused UK
broker, distributing 3rd party and own branded insurance products
UK’s leading provider of property related insurance products via
mortgage brokers
Leading van broker in the UK with significant share Strong provider of Buildings & Contents (B&C) and Mortgage
Payment Protection Insurance
Leading private medical insurance intermediary in the UK
Distribution
KIRS has a strong position in the UK insurance intermediary market
Leading diversified independent broker and top 10 broker overall in the UK market with c.£2.8bn GWP
(1) Source: Insurance Times Top 50 Brokers 2016. (2) Income is pro forma for Bluefin and Jelf acquisitions. (3) Pro Forma Income. £953 £866 £758 £650 £601 £507 £487 £387 £285 £243 £229 £223 £219 £146 £131 £117 £109 £75 £69 £64 £63 £62 £61 £56 £55 £55 £41 £40 £38 £36 £36 £35 £32
International Personal Commercial London (3)
- 2. Extensive Local Footprint Coupled with Global Reach
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Distribution Wholesale Underwriting Services
Key
Distribution Underwriting Wholesale Services
9 local offices serving local brokers Highly efficient operations centre in Doncaster Primary operations in Doncaster and Preston 7 national contact centers each with a product focus online and
- n the phone
81 local offices across the country serving local clients London headquartered, in close proximity to Lloyd’s and
London market
97% of premium in respect of non-UK risks sourced from an
extensive network of global brokers
Ireland United Kingdom
Extensive UK distribution network linked to international capital markets
Wholesale Markets
- 3. Large and Diversified Earnings Base…
No material GWP or income concentration around key
producers
Call centre and online operations naturally diversified Stability of frontline staff further underpinned by a
comprehensive retention strategy, including long-term incentive plans for top performers, focus on culture change and integrated CRM systems Strong retention figures for 2016 across the business
No material income concentration on any specific
customer
No more than 11% of total GWP written by a single
carrier Top 5 carriers all “A”-rated or above Long term relationships with all key carriers, underpinned by recently renewed capacity agreements
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Highly Diversified Business Model 2016 Pro Forma Income(1)
Digital Advisory Wholesale Underwriting Services 34% 30% 16% 18% 2%
No meaningful concentration by income producer, carrier, distribution channel or product
(1) “Pro Forma Income” means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable.
Expert Specialist knowledge Partnerships Strong customer relationships “Stickiness” of specialist products
- 3. …With Numerous Niche Specialisms
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A depth of specialist knowledge built-up over many years
Examples of Specialties
- Est. 1990
Property
- Est. 1982
Marine
- Est. 1998
Van
- Est. 1907
Healthcare
- Est. 2002
Medical
- Est. 1983
Haulage
- Est. 1985
Classic Car
- 4. Highly Scalable Operating Platform
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Significant investments made across all KIRS businesses since early 2016 to optimise operating infrastructure and prepare the group for the next phase of growth
Key Programmes Include:
Premium and policy management Renewals and administrative services Offline sales and servicing Coverage of the complete claims lifecycle Platform provision Optimisation of support functions (e.g. Finance, HR)
Key Areas of Focus:
IT Transformation Programme: £19m investment completing in Q2‘17
to create fit for purpose IT infrastructure
Finance Transformation Programme: £21m ongoing investment to
maximise efficiency and integration vs. front end systems
Implementation of automated solutions in low complexity / high
volume processes
Consolidation and simplification of property footprint and
procurement function
Middle and Back Office Capabilities
Well-invested Claims and
TPA platforms with significant spare capacity in existing systems
Services
Multiple investments
underway focused on improving pricing capabilities and speed of product launches
Underwriting
Broad IT investment
programme to upgrade and upscale existing infrastructure
Wholesale
Highly scalable, well
invested online platform
Fast growing home
insurance panel
Significant investment in
new, consolidated front-end system
Distribution
- 5. Highly Diversified, Stable, and Cash Generative Business Model
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Pro Forma Income(1)
Strong foundation, poised to achieve substantial growth and rapid organic deleveraging
Pro Forma Adjusted EBITDA(2)
% Margin 27% 5.7x Opening £134 2016A £487 2016A Rapid organic deleveraging driven by cost reduction plans well under-way
(£ in millions)
Targeted Net Debt / Pro Forma Adjusted EBITDA
(1) “Pro Forma Income” means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.
Distribution: £311m Wholesale: £79m Underwriting: £97m Towergate: strong continuing trend of
- rganic quarter-on-
quarter PF Adj. EBITDA growth Nevada: track record
- f organic EBITDA
growth with strong cash flow conversion
- 6. Early and Continued Engagement with the FCA
The FCA has been involved from the outset of the process, and remains supportive of the proposed new
group
We have engaged with the FCA with full transparency and acted swiftly and appropriately when required We continue to liaise with the FCA as the KIRS management team remains highly focused on completing
the implementation of best in class risk and compliance policies and improvement of legacy operations
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The FCA has been supportive of the development of KIRS
- 7. Market Leading, Highly Experienced Management Team
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KIRS has attracted an experienced best of breed management team with a high profile in the market
Distribution Management Wholesale Management Underwriting and Services Management
Paul Dilley
+25 years experience
Derek Coles
+25 years experience
David Leatham
+30 years experience
Andy Baughan
+30 years experience
Andrew Bell
+20 years experience
David Bruce
+30 years experience
Scott Hough
+20 years experience
Michael Donegan
+35 years experience
David Baxter
+40 years experience
Neil Pearce
+20 years experience
James Masterton
+25 years experience
Gordon Newman
+50 years experience
Steve Anson
+20 years experience
Joe Thelwell
+15 years experience
Warren Dickinson
+25 years experience
Craig Ball
+10 years experience
Corporate Management
Kay Martin
+25 years experience
Geoff Gouriet
+20 years experience
Sarah Dalgarno
+25 years experience
Antony Erotocritou
+15 years experience
David Ross
+26 years experience
Mark Mugge
+20 years experience
Adrian Brown
+28 years experience
Janice Deakin
+16 years experience
Ian Donaldson
+20 years experience
Update on Key Strategic Initiatives
Towergate: Extensive Cost Reduction Programme
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£56m cost savings identified and committed (20% reduction in 2015 cost base) with circa 1 year average payback – 61% complete at end March 2017
programme essentially completed in Q1’17 Including server migration to Azure Cloud Improvements to networks and telephony Over 4,000 users upgraded to Windows 10 Contract signed with Accenture Investment in robotics and process automation started Completed initial process engineering activities Closed Milton Keynes and Manchester locations Footprint reduced by 21% with locations reduced from 140
to 98 (Jan‘15 to date)
Consolidated suppliers across cleaning, waste, repairs &
maintenance and security
Back office operational process efficiency Reduced reliance on agency and temporary staff Commenced supplier rationalisation and procurement
programme using external parties
Detailed implementation planning for consolidation of
broker systems completed
First roll-outs commenced in 2017
£5m Total
IT Transformation
£19m £7m
Finance Transformation
£21m
£14m SBU Turnaround
£4m £7m
Property Cost Reduction
£1m £5m
Initiative Total One-off Costs Total Medium- Term Savings Progress to Date Operational Efficiency
£2m £18m
Broker Systems Consolidation
£12m £56m £59m £6m
£4m
£7m £4m
Annualised Savings to end Q1’17
£13m
- £34m
£7m £13m £7m £5m
Annualised Savings to end 2017
£16m
- £48m
Programme = 20% reduction in 2015 cost base
£13m cost savings already achieved in 2016 in-year result, 50% one-off spend paid before March’17
Additional Benefits Not Included in £134m Pro Forma Adjusted EBITDA(1)
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Medium-term identified cost savings of £8m, signed contracts resulting in £6m uplift in profitability and near-term revenue synergies of £2m have been excluded from Pro Forma Adjusted EBITDA(1)
£8
Medium-term identified and committed cost savings
£6
Signed contracts resulting in profitability step-change in 2017
£2
Near-term identified and committed revenue synergies
£16
Potential additional savings
(£ in millions)
(1) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.
No cost to achieve additional benefits
KIRS Financial Highlights
Strong Income and EBITDA Growth Potential
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Strong Pro Forma Adjusted EBITDA growth driven by efficiency improvements and income growth in Nevada
Growth 2015 2016 £ % Towergate N.A. £84(3) N.A. N.A. Nevada £46 £50(4) £4 +10% KIRS Group N.A. £134 N.A. N.A.
Pro Forma Income(1) Pro Forma Adjusted EBITDA(2)
2015 2016 Growth Towergate N.A. 26% N.A. Nevada 30% 31% +1% KIRS Group N.A. 27% N.A.
Pro Forma Adjusted EBITDA Margin
(£ in millions)
Growth 2015 2016 £ % Towergate N.A. £325 N.A. N.A. Nevada £151 £163 £12 +8% KIRS Group N.A £487 N.A. N.A.
(1) “Pro Forma Income” means the combined adjusted income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management. (3) Includes £35m of Pro Forma adjustments for Towergate related to the cost reduction initiatives as set out on page 27. (4) Includes £13m of net Pro Forma adjustments primarily consisting of FX and expected cost synergies.
Towergate: Very Positive Income and Expense Trends
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Income vs. Prior Year Expenses vs. Prior Year
Second quarter of sustainable income growth and third quarter of Pro Forma Adjusted EBITDA(1) growth
(7%) (7%) (5%) 2% 1% (10%) (5%) 0% 5% Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 5% 5% 5% 3% (3%) (0%) (6%)(8%) (4%) (10%) (5%) 0% 5% 10% Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17
Quarter 1 2017
Growth 2016 2017
£ %
Income £77 £78 +£1 +1% Staff costs (£46) (£40) £6 14% Op expenses (17) (19) (1) (8%) Total expenses (£63) (£59) +£5 +8% PF Adj. EBITDA(1) £14 £19 +£6 +42% Margin 18% 25% +7%
New management team: expense savings started
(£ in millions)
Note: The financial information included in this Presentation only includes 9 months of audited information from the year ended December 31, 2015 for Towergate. Towergate’s Q1 2015 financial results are unaudited and unreviewed and may not reflect what Towergate results would have been had the current group structure and management been in place from January 1, 2015. (1) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.
Nevada: A Continuing Trend of Income Growth
32
Source: Autonet, Price Forbes, Direct Group and Chase Templeton: Reported revenues as per statutory accounts. (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority Ownership.
Chase Templeton (1) (2) Direct Group (1) (2) Autonet (1) (2) Price Forbes(1) (2) Nevada Pro Forma Adjusted Income
8% 1.9% 9.3% 16.4% 31.5%
Nevada Portfolio Comprises Strong Organically Growing Businesses
(£ in millions)
£140 £155 £11 £8 £151 £163 2015 2016 Reported Income Pro Forma Adjustment £41.5 £42.3 2015 2016
Reported Income
£61.6 £67.3 2015 2016
Reported Income
£12.7 £16.7 2015 2016
Reported Income
£24.4 £28.4 2015 2016
Reported Income
Highly Cash Generative Business Model
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Nevada is highly cash generative – Towergate capex and exceptional spend expected to reduce significantly post completion of the ongoing Transformation Programme
63% 90% 76% Towergate Nevada KIRS Group
(1) Operating Cash Conversion defined as Operating and Investing Cash Flow (Adjusted EBITDA less Working Capital Movement and Maintenance Capex) over Adjusted EBITDA and excludes capex and exceptional costs related to cost reduction initiatives and other one-off costs. Typical maintenance capex is c.2% of income.
2016 Operating Cash Conversion(1)
Indicative Capitalisation and Leverage
34
KIRS Group is expected to support circa £800m gross debt, with a net leverage of circa 5.7x,
- rganically de-leveraging rapidly – we are exploring different financing options
Indicative Capitalisation & Leverage 2016A Pro Forma Adjusted EBITDA(1) Towergate £84 Nevada £50 Total KIRS Group £134 Estimated Gross Debt £800 Estimated Cash (40) Indicative Net Debt £760 Indicative Net Leverage 5.7x Implied Transaction Equity Value(2) £655
(£ in millions)
(1) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management. (2) Based on third party fairness opinion supporting Nevada roll-over contribution and price of Towergate's most recent rights issue.
Proceeds of any potential financing to be used to refinance existing debt, finance the acquisitions of Direct Group, and Chase Templeton, pay fees and expenses, and cash
- n Balance Sheet
KIRS Group Financial Targets
Mid-single digit income growth, underpinned by market growth and investments made in income producers 2019 EBITDA margin in 25-35% range Operating cash conversion(1) 80-90% Project Capex and exceptional costs largely complete by 2018, £45-55m spend expected through 2018 ETV: Gross £45-65m before any insurance, vendor or asset recoveries (estimated to be c.£12m) Positive levered free cash flow expected for 2018 Rapid organic deleveraging
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1 2 3 4 5
(1) Operating Cash Conversion defined as Operating and Investing Cash Flow (Adjusted EBITDA less Working Capital Movement and Maintenance Capex) over Adjusted EBITDA and excludes capex and exceptional costs related to cost reduction initiatives and other one-off costs. Typical maintenance Capex is c.2% of Income.
6 7
Conclusion
Conclusions
We are creating KIRS to capitalise on highly supportive market tailwinds in a structurally attractive sector Transactions completed to date will combine into one of the largest independent players in the market, an ideal platform for future growth Strong combination of market leading management teams, deep product expertise and wide presence across entire value chain Highly resilient business model with great cash flow generation capabilities HPS and MDP share management vision and are fully committed to supporting its implementation
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1 2 3 4 5
KIRS will be a leading diversified independent insurance intermediary group in the UK
Q&A
Appendix
40 Description Highlights & Strategy
Create leading online distributor of SME and niche
personal lines insurance, with competitive advantage in scale, technology and pricing insight Combination of Autonet (a leading van provider) and Towergate’s SME online business (#2 SME provider) creates a dominant online player transacting £100m van and SME GWP online Extend pricing and risk expertise combining technology and data insight of both businesses Build online scale in Home (Paymentshield) and niche products using market position, brand and expertise e.g., Classic Car Utilise Direct Group to drive further efficiencies, and invest savings in driving growth of high margin niches
2016A GWP: c. £480m Products: Blend of volume and niche General
Insurance products (SME, Van, Home, Caravan, Marine, Medical, Excess)
Channels: Online direct, online price comparison
websites, mortgage brokers, affinities and wholesale
FTEs: c. 1,800 Locations: Stoke, Southport, Oxted, Stevenage,
Dudley, Cheltenham, Colchester
Home SME Car Van Medical Non-Standard Property Caravan Care Homes Marine Other Direct Aggregator Mortgage Broker Partner
Overview 2016A Business Mix by GWP 2016A Distribution Mix by GWP
Distribution – Digital Overview
Relentlessly focused on expanding Digital across new products and channels
Description 41
Unique market position as the only scale
independent General Insurance and Health business in the UK through a combination of the leading independent regional SME and Healthcare brokers £600m General Insurance Premium + £160m API in Health Cross-sell across combined client base of 800k customers 400 strong, dedicated and expert sales force
Significant synergy opportunity between Chase
Templeton and existing Healthcare / PMI offering in Advisory
Expand product offering off the back of ongoing
roll-out of single, improved front end system
2016A GWP: c. £750m Products: General insurance (including Commercial
Motor, Commercial Property, Private Home, Professional Indemnity, Private Car, General Personal, Marine) and Health
Channels: Face-to-face broking, telephone FTEs: c. 1,800 Locations: 9 national contact centres and 67 local
- ffices
Highlights & Strategy
General Commercial Commercial Motor Commercial Property Private Home Professional Indemnity Other GI Corporate PMI Individual PMI Other PMI Carrier A Carrier B Carrier C Carrier D Carrier E Carrier F Carrier G Other
Distribution – Advisory Overview
Overview 2016A Business Mix by GWP
New producer hires and commission monetization have positioned Advisory for growth
2016A Carrier Mix by GWP(1)
(1) Excludes Chase Templeton.
42
Description Highlights & Strategy
Wholesale – Overview
Price Forbes is a top five independent London
wholesale broker Strong presence in major international markets Diversified mix of business with growth in Non- Marine business over recent years Focus on large and more complex risks
Investment in Bishopsgate will create a new
growth vehicle that has been untapped to date Large scale recruitment of new producers to date will establish a robust growth platform Continued recruitment will drive growth in new products and capabilities
Significant cross-sell opportunity with Advisory
and Underwriting
Key segments: Marine, Energy, Natural Resources
and Non-Marine (including Aviation, Cargo, Financial Products, Health, Property and Specie)
Channels: Insurance and reinsurance markets in
London, retail brokers and direct to policyholders
FTEs: c. 400 Locations: London headquarters, in close proximity
to Lloyd’s market
Non-Marine - International Non-Marine - North America Marine, Energy & Natural Resources - International Marine, Energy & Natural Resources - North America Other
Bishopsgate New Hires Role / Product Line Key Hire(1) (Joining date)
Executive Chairman Gordon Newman (Jul-17) Professional Indemnity Emma Lucas (Feb-17) Confidential appointment (Apr-17) International Property / Canadian / Australian Matt Edwards (Dec-16) International Binders Simon Allport (Jan-17) Personal Accident Confidential appointment (May-17) UK Binders Confidential appointment (Jul-17)
Wholesale – Overview
Overview Price Forbes 2016A Business Mix by Income
Leading Wholesale franchise continues to expand with new business and new hires
(1) Name provided where individual has already joined. All other names withheld but employment contracts have been signed.
Description Highlights & Strategy
Underwriting – Overview
43
The combined Towergate Underwriting and Direct
Group is the largest full service MGA in Europe Significant improvement in Towergate loss ratios in 2016 creating a stable platform for sustainable profitable growth Strong relationships and long-term commitments with eight main carriers Good growth opportunities to expand internationally and to create a London Market MGA Direct Group organic growth and new business capabilities are highly accretive to current franchise Four pillar strategy to access UK, London and International markets
2016A GWP: c. £625m Products: Commercial, Household, Specialty
Personal Lines and Agriculture
Channels: External and internal insurance brokers FTEs: c. 800 Locations: Offices throughout the UK and three
European locations
Underwriting – Overview
Overview 2016A Business Mix by GWP
Combination of Towergate Underwriting and Direct Group creates leading MGA platform
2016A Carrier Mix by GWP
Commercial Personal Agriculture Household Other Carrier 1 Carrier 2 Carrier 3 Carrier 4 Carrier 5 Carrier 6 Carrier 7 Carrier 8 Others
Description Highlights & Strategy
Services – Overview
44
Direct Group is a leading outsourcing partner to
the UK insurance industry More than 2,000 active broker relationships with
- ver 225,000 claims handled in 2016
Provides services to UK General Insurers representing almost 87% of total UK GWP Strong growth trajectory across all business lines expected to continue, driven by high retention and highly executable new business pipeline (new client wins already secured in Q1’17)
Products: Post sales administration outsourcing on
behalf of insurers, corporate and affinities and front and back-office outsourcing
Channels: Provide services to 14 of the 20 largest
UK General Insurers
FTEs: c. 540 Locations: Primary operations in Doncaster and
Preston
TPA Services Claims Management Services Overview Selected Trading Relationships
Leading claims management and TPA services offering