Spiro Paule

The Findex Group advises that the Scheme Implementation Agreement proposed to Crowe Horwath shareholders has received a positive vote and Findex will now move to acquire 100% of Crowe Horwath shares in Australia and New Zealand.

Findex Group CEO Spiro Paule said “Findex will apply to the ASX for the removal of Crowe Horwath from the official list of the ASX with effect from the close of trading on 18th December 2014. “

Findex is paying 50c for each Crowe Horwath share, which places an enterprise value on Crowe Horwath of approximately $200million, and covers all Crowe Horwath businesses in Australia and New Zealand.

The acquisition price implies an equity value for Crowe Horwath of approximately $137 million. The balance represents Crowe Horwath debt for which Findex is assuming responsibility.

Findex intends to maintain and build the Crowe Horwath brand, which is the fifth largest accountancy group in Australasia with 110 offices across Australian and New Zealand.

The addition of the Crowe Horwath business will create an important strategic pillar in the Findex Group, allowing it to strike a more balanced service offering between financial advice and accounting. In addition to its wealth management, lending and risk protection divisions, the group now adds further expertise and market presence in accounting plus significant audit and corporate advice capabilities.

The Findex Group’s business model is based around independence from investment products and non-conflicted advice delivered across the spectrum of financial services. The transaction will mean the Findex Group’s advisory businesses will now have more than $15billion under advice whilst its combined accounting businesses will make it the fifth largest accounting practice in Australasia.

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Spiro Paule

The Findex group yesterday announced the proposed acquisition of Crowe Horwath Australasia Ltd at a price of $0.50 cents per share which, if successful, would ascribe an enterprise value around $200 million and result in the privatisation of the Crowe Horwath business in Australia and New Zealand.

The transaction will take place by way of Scheme of Arrangement, with a Scheme Implementation Agreement having been entered into between Crowe Horwath Australasia Ltd and Findex Australia Pty Ltd. The acquisition price implies an equity value for Crowe Horwath of approximately $137 million. The balance represents Crowe Horwath debt for which Findex is assuming responsibility.

As part of the proposal, Crowe Horwath’s major shareholder, Alceon, has entered into an option which provides Findex with the right to purchase Alceon’s shareholding of approximately 19.87% in Crowe Horwath at the same price of $0.50 cash per share.

The bid follows a lengthy period of due diligence by Findex that included an extended round of face-to-face meetings, presentations and video conferences between senior Findex personnel, led by Findex Group CEO Spiro Paule and the majority of the Crowe Horwath principals.

These meetings took place across the main state offices of Crowe Horwath’s network of 110 locations in both Australia and New Zealand.

The Findex bid has the full support of the Crowe Horwath board who are recommending shareholders accept the offer in the absence of a superior proposal and subject to an independent expert concluding it is in their best interests.

Crowe Horwath Chairman Richard Grellman said: “After careful consideration, the Board has unanimously concluded that the proposal from Findex is a compelling proposition, offering Crowe Horwath shareholders a significant premium to the market price and fair value.”

Findex Group CEO Spiro Paule said: “Findex has a long-term strategy of growth through acquisition of quality businesses.

“We believe the Crowe Horwath businesses in Australia and New Zealand are a natural fit to the Findex stable because of the synergies between accounting practices, financial advice and financial services – a mix in which we have considerable experience.

“We plan to maintain the Crowe Horwath brand, and to grow the business, which we believe will prosper under our systems, culture and guidance,” Mr Paule said.

Crowe Horwath is a leading player in the SME market and is one of the largest and most significant accounting practices in Australasia, ranked 5^th by size in the market after the ‘Big Four’.

“Our group has acquired and successfully integrated businesses on more than 80 occasions since 2000 and Crowe Horwath itself is the result of a ‘roll up’ strategy executed over a similar period.

“Our corporate history demonstrates we are proven long term owners and buy businesses with the intention of adding and unlocking further value,” Mr Paule said.

“The hallmarks of the Findex Group include a strong and open corporate culture overlaid on a business built on robust systems and processes – we are the only financial services organisation in Australasia of any scale that is ISO 9001 quality accredited.

“It will be business as usual for Crowe Horwath clients, principals and staff but over time we are confident clients will notice and appreciate further enhancement to the already high level of service,” Mr Paule said.

The Findex Group is Australia’s largest non-aligned and privately owned financial advisory company. It has businesses across the spectrum of the financial advice industry including high net worth, middle range, public sector and online. The advisory business model is based on independence from investment products and non-conflicted advice.

The addition of the Crowe Horwath business in Australia and New Zealand will create an important strategic pillar in Findex, allowing the Group to strike a more balanced service offering between financial advice and accounting. In addition to its wealth management, lending and risk protection divisions, the business Group now adds further expertise in accounting plus significant audit and corporate advice capabilities.

“The Findex vision is based on our individual business offices being able to meet as many of our clients’ financial service and advisory needs as possible from under the one roof. We aim to offer a ‘family office’ suite of services that are open to all, rather than just a wealthy few, which is the typical domain of a ‘family office’ structure.

“The acquisition of Crowe Horwath, should we be successful, will significantly contribute to the further realisation of this goal,” Mr Paule said.

Findex is part owned by funds advised by global investment firm KKR and was advised by Jeff Singh of Chase Corporate Advisory, King & Wood Mallesons and Deloitte on the acquisition.

Findex Group businesses have around $8 billion under portfolio management, prior to the Crowe Horwath acquisition.

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Connie McKeage

OneVue Holdings Limited (OneVue) last week agreed to acquire Select Asset Management Limited, trading as Select Fund Services and Select Investment Partners Limited.

Select Fund Services (SAML) is a specialist provider of responsible entity (RE) services and one of Australia’s leading REs for multi-asset trusts. The business also provides services to leading single strategy managers and access to Australia via unit trust fiduciary services for global offshore groups.

Select Fund Services acts as RE for groups such as Neuberger Berman and Smarter Money Investments (50% owned by Yellow Brick Road) who are also clients of OneVue. It has a 12 year track record in fiduciary and RE services with a stable and experienced operations, technology and compliance team.

Select Investment Partners (SIPL) is a specialist multi-asset investment manager and implemented portfolio consultant with a track record of over 12 years managing diversified multi-asset portfolios. The business is based in Sydney with 15 people. SIPL works with financial planners to enable them to offer Customised Portfolios to their clients.

“The acquisition follows OneVue’s stated objective to grow the company organically and acquisitively and is strategically important in delivering value added services to both OneVue’s Fund Services and Platform Services’ clients“, said Connie Mckeage, CEO of OneVue.

The consideration for the Select businesses will be paid $2.7m in cash and $4.3m in OneVue scrip.There is also an incentive component, payable in scrip, for total revenue growth above an agreed threshold in Select Investment Partners during FY2015. Shares issued will have an escrow period of up to 12 months. The cash component will be funded from existing cash holdings.

Brendan Foley, Chairman and CEO of Select, said, “Having worked successfully with OneVue over the last year on a range of projects from unit registry and mFund services to the development of a managed account solution for our customised portfolio solutions, we have seen the complementary nature of our respective client lists and service offerings. By merging the businesses, the current value propositions for our respective clients will be enhanced.”

Select and OneVue are complementary businesses. SIPL strengthens OneVue’s superannuation trustee business, MAP Funds Management. SAML’s services enhance OneVue’s existing Fund Services offering by creating a broader suite of unit registry, RE services and mFund distribution.One of the cornerstones of the transaction is the strong cultural fit of the businesses, and that OneVue’s management capabilities are broadened and deepened.

The acquisition is expected to deliver a number of key financial benefits for OneVue:

• Retail Funds Under Management and Administration (FUMA) will increase from $1,940m to $2,609m (Excludes one asset consulting contract prior to the acquisition advised as winding up in Nov 2014)
• Total Funds under Supervision (FUS) from RE and trustee services will increase from $711m to $1,614m as at June 2014
• Select’s consolidated revenue was $7.1m in FY 2014. Revenue included incentive fees earned in the Investment Partners business of $1.6m and paid on returns in excess of a bank bill benchmark
• OneVue expects that the transaction will be accretive on an EBITDA per share basis in FY2015
• Revenue impact by offering RE services as part of a broader offering to domestic and international custodians and investment managers
• Cost and capital synergies identified

Select employees will join OneVue at their Sydney office. Brendan Foley, Chairman and Chief Executive Officer of Select, will be appointed Deputy CEO of OneVue and two other Select directors will be appointed to the executive team.

“This acquisition will enable us to more effectively deliver a broader range of client solutions. I welcome our new shareholders and I am delighted to be working with a team of people who are aligned with the OneVue team in their thinking and equally committed to making a difference” Connie Mckeage, CEO of OneVue, concluded.

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HUB24 acquires Paragem.

HUB24  is pleased to announce it has executed an agreement to acquire the independently owned financial planning licensee Paragem Pty Ltd (Paragem).

Paragem is a leading boutique dealer group, founded by Ian Knox and Charlie Haynes that has grown strongly to license 20 high quality financial advisory practices across Australia, which advise on more than $2.5 billion of client funds.

HUB24 and Paragem are highly complementary with minimal overlap and share a common goal to create strong financial advice practices and a platform group not aligned to product manufacturers. With over 40 years of combined industry experience, Mr Knox and Mr Haynes will continue to grow the Paragem business and add significant depth of experience to the HUB24 executive team.

Transaction highlights

• HUB24 has executed an agreement to acquire 100% of the shares in Paragem.
• Completion is planned to occur over the next few weeks subject to satisfaction of conditions precedent including that acquisition arrangements are agreed between Paragem advisers and HUB24 to the satisfaction of the parties.
• Cash consideration of $1m at completion with a deferred cash payment at 12 months of up to $1m (subject to customary adjustments) to be funded from existing cash resources.
• Capped earnout consideration of up to an additional $6m subject to financial performance measured over 3 years and paid in HUB24 ordinary shares no later than 30 September 2017 (with the number of shares determined by reference to the 60 day VWAP until today’s announcement of 92.47 cents).
• Paragem is currently self-funding and has been cashflow positive over the past two financial years.
• The Paragem business had gross revenues (inclusive of payments to advisers) of $20.2m in FY14, has operated on a break even basis and is in a strong growth phase.
• Ian Knox and Charlie Haynes will enter into executive service agreements – remuneration and performance incentives will be similar to existing HUB24 executives.

The acquisition of Paragem is consistent with HUB24’s strategy to pursue significant growth by partnering with quality independently minded financial advisers (IFAs).  Working together with Paragem and HUB24’s existing highly valued advice licensees, the company will continue to develop solutions for the benefit of the IFA market and consumers. Given the level of industry consolidation occurring in the licensee space, HUB24 is pleased to be able to work with Paragem, whilst continuing to strengthen existing relationships. Together we will provide a compelling home for like-minded financial advisers who value choice and the ability to freely run their own business, while working with HUB24 to develop better, more cost effective client outcomes.

Both HUB24 and Paragem will retain their existing brands and will continue to operate independently. Importantly, Paragem will retain its open architecture approach to approved products and platforms and HUB24 will maintain its focus on supporting the growth and prosperity of its existing licensee clients and pursuing new client opportunities with its market-leading platform solution.

HUB24 CEO Andrew Alcock stated, “We see this acquisition as being consistent with HUB24’s core proposition of providing high value services to licensees and advisers. We were also determined to ensure any entry into the advice space would result in a further enhancement of HUB24’s rapid growth, diversification of the company’s revenue stream and continued improvements to platform functionality, which will be highly valued by the broader IFA market. In addition to providing our HUB24 retail products to advisers, we will continue to focus on our core business providing white labels to financial planning groups, accountants and stockbrokers whilst also developing and supporting the Paragem business”.

He added, “HUB24’s platform will enable Paragem advisers to act in the best interests of their clients. We offer a pathway to a broad investment universe, free of product issuer conflict, utilising direct securities, managed accounts, traditional managed funds as well as multiple term deposit and insurance providers. We are not aligned with product manufacturers and therefore not constrained in the products we offer.”

Paragem Managing Director, Ian Knox, agreed saying “Paragem’s client base is well suited to Separately Managed Account (SMAs) investments that are professionally constructed and managed and we reviewed the entire market before determining HUB24 was the most suitable partner. We wanted to embrace an independent technology-based product provider at the forefront of SMAs and managed accounts, not one that was just thinking about the concept.”

An important consideration in acquiring Paragem is the cultural alignment between the two businesses. The fusion of advice and technology supports the ability to deliver exceptional customer service outcomes and adviser practice efficiency. In addition, both Paragem and HUB24 understand the importance of existing relationships and the acquisition is not expected to alter these in any way.

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Fortnum’s management, staff and financial advisers raised the capital to buy out ANZ, who originally backed the dealer group in 2010.

Fortnum Financial Group executive chairman Ray Miles thanked ANZ for its early support but said the Fortnum Group had evolved in line with the changing needs and wants of clients.

“Our goal has always been to provide world class, objective financial advice, and our clients and member firms felt it was essential to standalone, unencumbered by institutional ties,” he said.

“Fortnum has always had a client-first strategy, which aims to drive margins and hidden fees out of products to protect the adviser/client relationship.”

Miles said the Company received overwhelming support from staff and advisers for the offer which reflected their confidence and conviction in Fortnum’s current business model and long term future.

Around 80 per cent of the Company’s 28 practices and 87 financial planners, and selected staff nationally participated in the scheme to purchase ANZ’s Class C shareholding.

Fortnum chief operating officer and head of finance, Ian White – who played a key role in the deal – added that Fortnum’s ownership structure placed it in a strong position to continue growing and recruiting new practices.

“We believe Fortnum’s open and transparent model will resonate with an increasing number of advisers,” he said.

Miles said Fortnum’s independently-owned structure, client-centric and collegiate culture, and Charter of Independence presented a unique and compelling value proposition in a market saturated with institutionally-owned dealer groups. He said an increasing number of advisers were agitating to break-away from institutional control and influence, which would  only intensify over the next few years.

“We want to partner with advice businesses who want to be part of an innovative, independently-owned licensee,” he said. “We will be selective but we want to attract high quality advice firms as we move into the next stage of our growth. We have spent the last two years consolidating the business and developing a range of innovative advice tools for our practices.”

Miles cited the June appointment of former MLC business growth manager Joel Taylor to the newly-created position of national sales manager as evidence of the Company’s commitment to growth.

ANZ will continue to provide dealer-to-dealer services to Fortnum.

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Brendan White

Brendan White, BOQ’s Group Executive for Business Banking, Agribusiness and Financial Markets, said the acquisition will both grow and diversify BOQ’s banking footprint.

“This acquisition expands our business banking offering; delivering a leading position in the highly-valued professional banking market,” Mr White said.

“Our collaboration over recent months has highlighted the potential synergies available to our businesses as well as the extent of the cultural alignment and shared commitment to client service.”

BOQ Specialist was today unveiled as the new name for the Investec Professional Finance business, reinforcing its commitment to niche professional segments such as medical, accounting and financial adviser clients, as well as the new opportunities that may emerge by partnering with BOQ.

BOQ Specialist marked the move to BOQ by announcing they will soon be launching a new product – a specialised mortgage complete with an offset account, credit card and other tailored features.

CEO of BOQ Specialist, Barry Lanesman said the move to BOQ was an exciting evolution for the Investec Professional Finance business with the new mortgage product demonstrating the advantages of working closely with a recognised bank with the scale of BOQ.

“Our established banking infrastructure and specialist expertise combined with BOQ’s increased scale and banking experience puts us in a strong position to expand our proposition and significantly grow our business by providing a comprehensive offering for our clients,” Mr Lanesman said.

“Our experienced team, our approach and our commitment to growing long term relationships remains unchanged. We are a recognised leader in the medical, dental and accounting professions and will continue to focus on our specialist niches.”

The Asset Finance & Leasing business will merge with the existing BOQ Finance team.

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Simon Wu

The companies announced this morning that they have executed a non-binding indicative offer under which Australian Unity Personal Financial Services would acquire all the shares in Premium Wealth Management.

The board of Premium Wealth Management is recommending to shareholders that they consider the terms of acquisition with Australian Unity.

Australian Unity said its desire is to retain the Premium brand strategy, operating model and client proposition.

Commenting on the potential acquisition, Australian Unity Personal Financial Services CEO Mr Steve Davis said the addition of Premium would increase Australian Unity’s financial advice capability and its exposure in the accountants’ space.

“It should also better position Australian Unity Personal Financial Services to take advantage of opportunities arising from the significant regulatory and environmental changes impacting the profession,” he said.

Mr Davis added: “Premium is a successful business, with a high quality group of advisers that has substantial revenue, funds under advice and clients, and will be a significant contributor to increasing the scale and strength of Australian Unity Personal Financial Services.

“Importantly, it will be business as usual for Premium’s authorised representatives and clients,” he said.

Premium Wealth Management chairman and founder, Mr Simon Wu, said his board is attracted to Australian Unity for many reasons, including their long term involvement in the accountants’ market and that they clearly see the value of Premium and recognise the quality of their practices.

“Also, Australian Unity is culturally and philosophically aligned with us.  They are a well respected 174 year old mutual and they have always prioritised client best interest and advisory integrity, and have an open architecture environment for investments and insurances,” Mr Wu said.

Mr Paul Harding-Davis, CEO of Premium, said FoFA was a catalyst for Premium to explore other options.

“FoFA effectively closed down many organic growth options, and it became clear we would need to either engage in mergers and acquisitions of our own, or invite a like-minded organisation to partner with us, to enable us to compete in a predominately vertically integrated world.

“In the end, we think the option of engaging with a culturally aligned entity to acquire us makes sense and will, we believe, deliver the most benefits to each shareholder and practice,” he said.

The acquisition requires approval by Premium shareholders and the Australian Unity board, and is subject to due diligence by Australian Unity Personal Financial Services.

The acquisition, should it proceed, is expected to take effect on October 2014.

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Wayne Handley

Bombora Advice (Bombora) Managing Director, Wayne Handley, has announced that Queensland headquartered life risk specialist Personal Risk Professionals (PRP) has joined the boutique dealer group.

PRP was established in Brisbane by Mark Everingham in 2009 to provide solutions and strategies for business owners, professionals and senior executive clients to address their complex estate planning, business succession and risk protection requirements.

Mark is an Accredited Estate Planning Specialist, Life Risk Specialist, Certified Financial Planner and passionate advocate of risk protection and the benefits it and the financial services industry in general, provide to all Australians.

Today, with a dedicated team of risk specialists, PRP services a growing client base in Queensland, New South Wales and Victoria.

The PRP business model utilises collegiate and collaborative relationships with accountants, lawyers and other professional advisers to develop and implement action plans and structures for clients that seek to ensure business succession, estate continuity, retirement and wealth creation aspirations have appropriate risk protection with supporting legal documentation.

Although disappointed to leave his dealer group of five years and most appreciative of their service and support, Mark felt the Bombora offering was an exceptional opportunity.

In welcoming PRP to Bombora, Wayne Handley said there were many factors that Mark Everingham considered, but ultimately, it was the non-aligned boutique business model and dedicated risk focussed marketplace offering that underpinned his decision to join the group.

“The need for Australians to protect their wealth and create certainty for themselves, their businesses, families and intended beneficiaries has never been more important and complex,” said Mark Everingham.

“We therefore felt it was imperative for PRP’s future and client service offering that the practice needed to be incorporated within a specialist dealer group infrastructure – and Bombora met all our requirements.”

Early last year, Wayne Handley identified the need and demand for a boutique alternative to the traditional dealer group model and after extensive research and analysis, established Bombora Advice.  The risk focussed dealer group officially commenced business in September.

Handley’s aim was to create a fresh, innovative, advice-led business that was dedicated to working in harmony with fellow, like-minded professionals.

“Nothing has changed since Bombora started, in fact our values and key points of difference continue to resonate as the industry settles into the modern FoFA era,” said Wayne Handley.

“Nor has the Bombora business model waivered from a focus on productive relationships, managed growth and building an organisation based on ‘sharing value’.”

Founding equity partner, Melbourne based Complete Risk Analysis (CRA) was the first practice to join Bombora as word of mouth spread about the boutique dealer group and its aspirations to engage and support the needs of risk professionals.

Wayne Handley confirmed that Mark Everingham and PRP were also founding equity partners of Bombora.

Mark Everingham continued, “I believe that Bombora’s collegiate environment that encourages and facilitates the sharing of ideas, experiences and knowledge will be of immense long term benefit to PRP.  Furthermore, I have no doubt that other specialist risk practitioners will find the Bombora marketplace offering very attractive.”

With PRP joining CRA as Bombora practices, Wayne Handley advised that discussions with two more practices were close to being finalized and he expected to announce their signing with the group next month.

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Orient provides share ownership analysis, equity market intelligence, investor communication, proxy solicitation and shareholder management technology and is a subsidiary of Link Group – a leading third party financial record keeping company. The acquisitions expand Orient’s global footprint in key European markets such as Germany, Russia, Spain and Italy to complement its existing capabilities in the UK and France.

King Worldwide Investor Relations provides capital markets intelligence to over 150 of the world’s largest companies and their advisors. Specialising in global shareholder analysis, global bondholder analysis, institutional targeting and investor perception work, the company’s unique and innovative skills are commissioned for both investor relations programs and corporate transactions.

David Geddes, CEO of Orient Capital, said: “King Worldwide Investor Relations has an outstanding reputation for bespoke shareholder identification in capital markets where there is little or no transparency of ownership.  Orient Capital’s expertise is in markets where disclosure provisions permit detailed and highly accurate analysis of share registers.

“Our businesses are a perfect fit and the acquisition allows us to spread our entire investor relations product suite across Europe, the Middle East and Africa where transparency of ownership data varies greatly. Following the acquisition of King Worldwide Investor Relations, we are now able to service all markets.”

The acquisition of King Worldwide Investor Relations will expand Orient’s capabilities to offer services to identify and track their shareholders, target new investors and deliver investor management and communications solutions, together with websites and webcasting.

Fred Stone, CEO of King Worldwide Investor Relations, added: “Orient Capital’s proprietary technology will significantly enhance our processing capability and our clients will immediately benefit from the roll out of their unique web-based investor relations management platform, miraqle.  We are excited to be joining forces with a company with such an acknowledged reputation for excellence. With Orient Capital, we will be the premier provider of investor relations services, with market leading shareholder identification and analysis.”

Orient purchases 50% of D.F. King (Europe)

To expand its proxy solicitation capabilities in Europe, Orient has also acquired a 50% interest in the European business of D.F. King & Co., Inc. (D.F. King), one of the leading and most trusted providers of proxy and other stakeholder services throughout Europe and North America.

Founded in 1942, D. F. King is a leading full-service proxy solicitation firm for annual/special meetings of stockholders (AGMs/EGMs) and act as information agents for companies during takeover and merger offers and votes.

The 50% stake in the European business has been acquired from AST, who simultaneously announced today it has entered into an agreement to purchase the entire operating businesses of D.F. King.

AST joined forces with Link Group in 2008 to form a global share registry offering. Both companies became members of the Global Share Alliance in 2011 which provides enhanced global registry and financial services to international companies around the world.

“This is a significant development for our European investor relations business and also solidifies our trans-Atlantic relationship with AST.  Aligning ourselves with a company of the reputation and depth of experience in proxy solicitation as D.F. King, delivers real bench strength to our investor relations offering in Europe,” said Mr Geddes.

Also commenting on the transaction, John Bibas, Managing Director of D.F. King (Europe) said: “This transaction combines the complementary strengths and expertise of our respective businesses and will have a material positive impact on the European issuer and shareholder services industry.”

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Ciaran Whelan

Investec Bank (Australia)  announced last Friday that its parent company Investec Holdings (Australia), has entered into a definitive agreement with Bank of Queensland (BOQ) to sell its Professional Finance business which includes its deposits business, and its Asset Finance & Leasing businesses in Australia.

The agreement is subject to customary closing conditions such as counterparty and financier consents and approval from the Australian Prudential Regulatory Authority (APRA).

Following the sale, the Investec Group will cease to own an ADI but will retain a significant business in Australia focussing on its core strengths across Corporate and Institutional Banking, Property Funds Management and Investment Banking.

Late last year, Investec announced it had appointed independent advisers to identify alternatives for its Professional Finance and Asset Finance & Leasing businesses.

The businesses are being sold as a going concern with a total team of over 310 people transferring to BOQ.

“The agreement with BOQ represents a significant opportunity for both the Professional Finance and Asset Finance & Leasing businesses as they pursue their next phase of growth,” said Investec CEO Ciaran Whelan.

“Investec Group remains committed to the Australian market. We have an experiencedleadership team with a focused business backed by a strong global balance sheet and parent. We are in a good position to concentrate on what we do best within our specialist niches and to demonstrate our distinctive approach.”

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