Ampol Limited (ALD) Earnings Call Transcript & Summary

August 23, 2021

Australian Securities Exchange AU Energy Oil, Gas and Consumable Fuels earnings 61 min

Earnings Call Speaker Segments

Operator

operator
#1

Thank you for standing by, and welcome to the Ampol Limited 1H 2021 Results Announcement. [Operator Instructions] I would now like to hand the conference over to Matt Halliday, Managing Director and CEO. Please go ahead.

Matthew Halliday

executive
#2

Good morning. My name is Matt Halliday. I'm the Managing Director and CEO of Ampol Limited. Welcome to our half year 2021 results call. You'll have seen this morning that we have announced that we have submitted a nonbinding indicative proposal to acquire Z Energy in New Zealand. I'd like to make a few comments regarding that potential acquisition before I provide an overview of our performance for the half. I'm joined by our new CFO, Greg Barnes, who will discuss the financial results in more detail. Following the presentation, we will take questions on the proposed acquisition and the results. Given the current Sydney lockdown, we also have Joanne Taylor, EGM of Retail, Brand and Culture; Brent Merrick, EGM, Commercial; and Andrew Brewer, EGM, Infrastructure, who are joining us remotely on the call today. Starting with the proposed acquisition summary on Slide 3. After a period of confidential discussions, Ampol has submitted a nonbinding offer of NZD 3.78 per share to acquire 100% of Z Energy. The Board of Z Energy have determined that it is in the best interest of its shareholders to grant Ampol a 4-week period of exclusive confirmatory due diligence and to agree terms of a scheme of arrangement. The acquisition is subject to a number of conditions precedent, including the approval of the boards of both Ampol and Z Energy, a vote by Z Energy shareholders and New Zealand High Court approval. We also expect the acquisition to require approvals and clearance from New Zealand's Competition -- Commerce Commission, rather, and the Overseas Investment Office. We are confident of receiving the necessary regulatory approvals, including through the divestments that are necessary and are expected to occur within a prescribed time following completion. We proposed to fund the acquisition through a combination of proceeds of new debt, recognizing the considerable balance sheet capacity we have available as well as through divestments and an equity issuance in the order of AUD 600 million. While there is no guarantee that any transaction will occur, the timing and final sizing of any equity issuance will be determined closer to the transaction completion date and could be in the form of a partial issuance to Z's shareholders. As outlined on Slide 4, the acquisition of Z Energy is a logical growth opportunity for Ampol. It is consistent with our strategy to expand our international operations and leverage our capabilities and trading and shipping footprint across the region more broadly. Both companies are leaders in their respective markets with trusted iconic brands and very similar business models. Ampol has a strong record of reliably delivering transport fuels and investing in New Zealand, and this acquisition will create a Trans-Tasman leader in fuels with significant regional scale through the addition of a further 3 billion to 4 billion liters per annum to the Ampol integrated supply chain. We will bring deep supply chain and convenience retail experience to deliver considerable benefits in New Zealand, including in the areas of fuel security, support for industry and future energy transition. As we enter the due diligence phase, we will remain financially disciplined to ensure we maximize value for our shareholders. As I said before, there is no guarantee that a transaction will complete, and we'll keep you updated as the transaction progresses. We'll take questions on the proposal shortly, but now I would like to turn to the presentation of our half year results. Safety always comes first at Ampol. So turning to our safety performance on Slide 5. I'm pleased to say we have continued to see improvement in personal safety in both Fuels & Infrastructure and Convenience Retail, and this is no accident. It's through a continual focus on targeted improvement plans like having our leaders in the field and programs to address well-being and traffic management. And it's not just our own employees, we are collaborating with our contracting partners to ensure we operate safely right across our business. In terms of process safety, we haven't had a tier 1 incident since 2018. That's a great achievement, but there's certainly no room for complacency. Disappointingly, high workforce turnover at third-party carriers, who transport fuel on our behalf, has seen an increase in spills above the historical average. We do have a comprehensive plan in place that is being executed in partnership with our carriers to get back to the performance level that we expect. And with a significant proportion of the country in lockdown, our focus on COVID-19 safe operations for our people and our customers continues to be a primary focus for our operations teams across the entire business. Turning to the highlights now of our performance for the half on Slide 6. The first half of 2021 has been a pivotal time for Ampol. Our focus on execution of our strategy has delivered significantly improved financial performance and sets us up for a promising future over the medium term. We saw a strong recovery in group profitability, demonstrating the resilience of the business and its operating leverage to market recovery. Fuels & Infrastructure's improved earnings were underpinned by the Lytton refinery performance and strong volume growth from the international operations, while the increase in earnings for Convenience Retail was driven by a recovery in retail fuel volumes and continued improvement in shop performance. Greg will take you through the details of our financial results shortly. We finalized the Lytton review this half with the decision to continue operations underpinned by the federal government's fuel security package. The variable support payment when refiner margins are low while preserving exposure to the upside will help to reduce earnings volatility and, therefore, improve the quality of Ampol's earnings going forward. This has given us real confidence, as reflected in the increase in targeted leverage range to between 2x and 2.5x, providing additional balance sheet flexibility, including the capacity to pursue growth opportunities like the acquisition of Z Energy while maintaining balance sheet strength. The decision to continue operations delivers for all our stakeholders. It maximizes shareholder value; protects hundreds of jobs, both directly and indirectly; and supports the federal government's objectives of fuel security and facilitating an orderly energy transition. We continue to successfully execute our strategy to enhance, expand and evolve. We are on track to deliver our 2024 targets for Convenience Retail EBIT uplift and international growth. The rebrand program is progressing well with 389 stores completed at the end of June. We've been benchmarking newly branded sites against the pool of comparable sites yet to be rebranded. The results have been very encouraging with rebranded stores trading in line or ahead of the benchmark. And we launched our Future Energy and Decarbonization strategy to continue to evolve our offerings with our customers as they seek lower-carbon solutions. This includes our plan to roll out fast-charging bays to about 100 sites across our national retail network by September 2023, with the support from an ARENA Future Fuels Fund grant. We were also able to continue delivering on our commitment to release franking credits to our shareholders with a $300 million off-market buyback completed in January and the payment of the final dividend in respect of the 2020 financial year. The balance sheet is strong, and the medium-term outlook is positive. So today, we are announcing an interim ordinary dividend of $0.52 per share fully franked. Combined, we will have released more than $200 million in franking credits this year alone. Turning to Slide 7 now. While Australian fuel demand has recovered from the worst of the pandemic in 2020, localized COVID-19 lockdowns continued, impacting fuel demand. Domestic and international border restrictions remained in place, and as a result, Australian jet fuel demand is still well below pre-COVID levels. For Ampol, the first half of 2021 saw double-digit growth in fuel sales, driven by strong international sales growth, but F&I Australia wholesale volumes were down due largely to the BP contract expiring and BP making other arrangements in Brisbane. The full half impact of border restrictions on jet fuel demand also impacted comparisons for the half. Convenience Retail fuel volumes grew by 3% despite the network reductions, driven by double-digit headline growth in the second quarter compared with the national lockdown last year. You can see from the chart on Slide 8 that we are making excellent progress on the EBIT uplift target. A further $8 million was delivered towards the international growth target, mainly due to strong growth from Gull in New Zealand. The Convenience Retail nonfuel EBIT uplift target benefited from the continued growth in shop sales in the first half with an ongoing focus on range to drive margin and embedding improvements in labor utilization and other site costs, particularly with the transition to company operations now virtually complete. Our focus for the remainder of the year will be to try to maintain these improvements, particularly given the impact that the extended lockdowns across the country are having on shop sales. We are now on Slide 9. Our rebrand program accelerated through the half, reaching up to 100 stores per month before the Greater Sydney lockdown, with nearly 400 sites rebranded by the end of June. Our retail and B2B customers are responding very positively to the return of the iconic Ampol brand. Total transactions, fuel volume and shop sales KPIs are in line to slightly up post transition. Amplify fuels are also maintaining their appeal with our premium fuel customers. And we are on track to complete the rollout of AmpolCard by the end of October. Slide 10 outlines the 4 pillars of our sustainability strategy. We have made solid progress this year. A few highlights include the release of our future energy and decarbonization strategy, which includes our ambition to achieve net-zero carbon emissions from operations by 2040. The Ampol All Rounder program has seen participation grow to approximately 1,900 schools, and we further established our flagship partnership with The Smith Family. This includes the employee volunteering program and the winter fundraising appeal across our retail network, which recently raised $335,000, an outstanding achievement. I'll now hand over to Greg Barnes, our new CFO, to take you through the details of the group and segment results.

Greg Barnes

executive
#3

Thank you, Matt, and good morning, everyone. So we'll just turn to Slide 12. As Matt outlined, we saw a strong recovery in group profitability in the half. Group RCOP EBIT was $340 million, up more than 50% on the first half last year. This was due to the improved Lytton refining earnings, good progress in relation to our EBIT uplift strategies and the relative impact of COVID-19 on each period. Our RCOP NPAT is the highest first half performance since 2018 and represents 97% of the full year earnings for 2020. This demonstrates the significant operational leverage of the business, including as lockdown restrictions ease. On a historic cost basis, the group reported an NPAT of $326 million compared to a loss of $626 million for the same time last year. Beyond the uplift in RCOP earnings, the result was supported by inventory gains and a material reduction in significant items. Fuels & Infrastructure delivered total RCOP EBIT of $208 million, that's up 85% from the first half of 2020, while Convenience Retail delivered total EBIT of $149 million, up 20% from the same time last year. So I'll take you through a few of the details of each result over the next few slides. On Slide 13, you'll see key contributions to improvement in group EBIT for the half, and it really highlights the significant contribution from the Lytton refinery during the period. As expected, F&I, ex Lytton, earnings reduced modestly during the period. Essentially, as Lytton returned to normal operations, our imports of refined product reduced, impacting the benefit that the additional scale had provided to our local trading operations. That said, as the chart demonstrates, having the refinery back in operation was a net positive to group earnings for the period. Convenience Retail earnings grew $24 million during the period, which I'm going to talk to in a moment. On Slide 14, we'll look into the F&I result. In presenting F&I earnings, we decided to remove the impacts of FX from each period, which hopefully makes it easier for you to assess and compare performance against your own modeling and assumptions. As you can see, EBIT increased by $100 million. The refining contribution, combined with the temporary refining production payment, or the TRPP, are the 2 significant improvements during the period. I spoke to the F&I volume impact earlier, and you can see the impact of earnings here from the combination of the change buy-sell arrangements, the full half impact of jet volumes and the trading impact of reduced imports year-on-year. The international business was up $8 million year-on-year with our international trading business and Gull both performing well. Slide 15 shows the drivers of the Lytton refinery result. U.S. dollar refiner margins improved to USD 5.90 per barrel from USD 4.86 per barrel in the first half of 2020, improving earnings by $36 million. The higher Australian dollar partially offset the benefit of the improved U.S. dollar margins by $18 million. Lytton production increased to 3 billion liters in the half from 2 billion liters in the prior corresponding period when the refinery was shut down in May and June. Increased production contributed $55 million to the earnings uplift during the period. Lytton returned to profit during the period with an EBIT of $9 million, which, when coupled with the TRPP, resulted in an overall RCOP EBIT for Lytton of $49 million. On Slide 16, we'll have a look at Convenience Retail. The relative balance of our retail fuel mix between petrol and diesel is generally a strength of this business and supported the 3% growth in retail fuel volumes during the period. It did, however, increase our exposure to weaker diesel margins this half. Essentially, while falling crude costs were supportive of margin expansion last year, the converse was true in the first half of 2021 when the market was slow to pass through rapidly rising crude costs to [indiscernible] prices. Shop contribution rose by $23 million, and the business benefited from a particularly strong March, April and May, prior to the COVID restrictions being reintroduced. This bodes well for post-lockdown demand. The transition of franchise stores into our wholly owned network continued to deliver benefits in the shop contribution level as well as by efficiency gains in the cost of doing business where we reduced our cost by $6 million. The next 3 bars on the waterfall relate to items from the first half of 2020 that did not repeat in this half. This includes $15 million for the dry stock inventory write-down and other one-off expenses and $12 million for gains and losses on asset sales and P&E (sic) [ PP&E ] write-offs. The impairment recognized at the 30th of June 2020 delivered a $14 million depreciation reduction to this half. Turning now to our balance sheet and cash flow on Slide 17. Net borrowings increased by $301 million, primarily due to the off-market buyback conducted during the half. Operating cash flows of $208 million included around $400 million in increased working capital during the period, almost entirely driven by rising crude and product prices as well as the accrual of the TRPP payable in the second half. On Slide 18, we've had a relatively light period of capital spend in the first half with total spend of $85 million, including $28 million on the rebranding program. We do expect spend to increase in the second half, largely on the back of increased rebranding activity, the Woolworths Metro rollouts and the Lytton T&I. Our full year CapEx guidance is unchanged but is expected to -- is subject to our ability to access sites and labor, given the restrictions in place across our key markets. Today, we announced an interim dividend of $0.52 per share, more than double the dividend for the same period last year. The dividend represents a payout ratio of 61% of first half '21 RCOP NPAT and is in the middle of our stated dividend payout range. Earlier in the year, we returned $300 million to shareholders by way of an off-market share buyback. In doing so, we repurchased 4.6% of issued capital at $26.34 per share, returning $190 million of franking credits to shareholders. Looking ahead, we maintain a strong balance sheet and remain confident in the underlying strength of the Ampol business. This gives us flexibility to explore growth opportunities such as the potential acquisition of Z Energy relative to other capital management and alternatives. As the chart shows, we have a track record of returning surplus capital and franking credits to shareholders within our capital allocation framework, and our dividend policy remains unchanged. So while it's appropriate to hit the pause button on additional capital management while we work through this transaction, it remains a key focus for us, and off-market buybacks remain our preferred mechanism where available. Thank you. I'm going to hand back to Matt and come back to questions at the end.

Matthew Halliday

executive
#4

Thanks very much, Greg. Moving to Slide 20. We have a clear set of priorities in 2021 to deliver value for our shareholders. Our plans to bring Ampol back are on track, and in fact, the results are pretty encouraging so far. The Lytton refinery review was completed with the decision to continue operations, and this is a positive outcome for our stakeholders, maximizing shareholder value and derisking the group's earnings. We continue to assess opportunities to improve returns from F&I Australia, including from the competitive advantage the minimum stockholding obligation affords the local refiners and those with inherent infrastructure strength like Ampol. And the previously announced transition to Mobil lubricants is well underway. Our focus on earnings growth and cost efficiency remains. I spoke earlier about the good progress we are making towards achieving our $195 million EBIT uplift target by 2024. Leading into the half, we have made significant progress in our strategy to improve our network and maximize the value of the portfolio. We continue to look for opportunities to optimize the network, consistent with the approach focusing on value over volume with 8 sites closed and 5 new-to-industry sites proposed for completion in 2021. We are also progressing the redevelopment process for the 4 existing large-scale highway service centers at Eastern Creek and Pheasants Nest in New South Wales. Finally, we remain committed to returning surplus capital to shareholders and releasing franking credits with more than $200 million released so far this year, including through the fully franked dividend we have announced today. Moving to Slide 21. I would like to provide a brief update on current market conditions and the outlook. Since June, extended COVID-19 lockdowns across the country have impacted mobility, reducing fuel demand and negatively impacting shop performance. Convenience Retail fuel sales were down 15% overall in July and down 18% through to the 15th of August compared with the same time last year. Gasoline demand has been most impacted with diesel demand remaining more resilient. Australian wholesale volumes have performed relatively well, up 2% for July. Changes in consumer behavior during the current lockdown is reversing some of the good momentum from the first half. Shop sales were down 16% in July and 17% to 15 August compared to the prior corresponding periods, clearly being impacted by the lockdowns we are seeing. We are seeing some partial offset to the volume weakness as LRM for July was in the range of the average of the second quarter, and retail diesel margins, in particular, are improving. And while the fuel security service payment will reduce earnings risk at Lytton when refiner margins are low, the impact of sustained COVID-19 lockdowns on inventory and production levels will continue to be monitored. Looking beyond the current near-term headwinds, the market has demonstrated that demand and sales recover quickly when restrictions ease. And the bias to company-operated retail model, in addition to import earnings, provides significant operating leverage for Ampol when volumes recover. Refiner product cracks, while inherently difficult to predict, have begun to show some positive signs with international fuel demand strengthening and China imposing stricter export quotas. In the medium-term, vaccination rates and the easing of COVID-19 restrictions, combined with the continued execution of our strategies, including the potential acquisition of Z Energy, should provide very positive earnings momentum for the medium term, and we remain very optimistic about the future for Ampol. Thank you for your time today. Before we take questions, I'd like to note that Ampol is limited in what we can say about the proposed acquisition of Z Energy at this point to what was announced to the ASX this morning. We'd ask that you refrain from asking questions that relate to Z Energy's business specifically or which go well beyond anything that we've covered in the ASX release. And certainly, I would appreciate your understanding in that regard. And just a reminder that we also have Brent, Jo and Andrew on the line to answer questions relating to their businesses. With that, we'll take our first question, please.

Operator

operator
#5

[Operator Instructions] The first question today comes from Michael Simotas from Jefferies.

Michael Simotas

analyst
#6

And welcome, Greg. The first one for me, I was just hoping you could give us some help with the rationale for the Z Energy deal or the proposed Z Energy deal. The multiple that you've proposed is obviously higher than Ampol's trading multiple. Looks like you're likely to need to divest Gull. Can you give us some sense of how much synergy is available? I mean I presume there's some in terms of head office costs, but the real bucket will be what you can earn on trading and shipping volumes. Is there any help you could give us there? And then maybe related to that, do you think you'll be able to hold on to supply to Gull if and when you do sell the business?

Matthew Halliday

executive
#7

Yes. Michael, look, there's only so much we can say at this point, as I said. Look, the rationale for the deal is that we have highly compatible business models, obviously, New Zealand shifting to a full import model where we can leverage our trading and shipping expertise, and we certainly expect to see synergies there. And we have experience in the evolution of the market as that transition occurs. So we certainly see some synergies there in addition to the cost side, as you point out. It's a market that we know and understand well, and we believe that setting up a Trans-Tasman leader in fuels with greater scale is going to be a strong footprint from which we can extract value.

Michael Simotas

analyst
#8

All right. And then the second one for me, just on the outlook. I guess nothing in there is too surprising, given the impact of COVID, except perhaps the performance of the Z stores. It seems to be a very different dynamic to what we saw through COVID last time with the shop decline basically in line with volume. So there doesn't seem to be any offset from localized shopping. Is there anything you can sort of talk to there? Should we be comfortable that it's just different shopping behavior? Or is there something different happening in the business this time around?

Matthew Halliday

executive
#9

Yes. I might start and then pass over to Jo, Michael. But I think the first thing I would say is that if you recall back to 2020, it was really in the second half of May and June as the country came out of lockdowns that we started to see the strong recovery in shop sales. Obviously, now we're in a -- in terms of the comparative period, we're in a messy sort of lockdown-impacted sort of current period. So it is a difficult comp to make. But we've seen 6.1% like-for-like shop sales growth. That's encouraging. But the lack of mobility that we're seeing at the moment with the lockdowns -- strict lockdowns in place across the 2 large cities are having an impact, as you would expect. And there's no JobKeeper in the system to the same extent, which I think is a feature of the changing or the adjusted consumer behavior that we've seen in this half to date. But I might pass to Jo to build on that.

Joanne Taylor

executive
#10

Thank you, Matt, and good morning, everyone. Just to build on that comment, I think important to remember the timing disparity. So last year, when the country did go into lockdowns, it was most significantly experienced in April of last year. As we ventured into the June, July, and then August period was when we actually saw considerable growth in the shop. So it's effectively a year-on-year comp to quite a strong performance last year. So as Matt touched on, we are now in the height of mobility restrictions, particularly Sydney and Melbourne and the lockdowns of the sporadic nature in the other states. And it's in that immediate period when those movements are restricted we see the impact on volumes in shop but confident with the capability that we have and when we see from our performance to date that when movement does occur again that we will be able to benefit from those shopping patterns. Thank you.

Michael Simotas

analyst
#11

So last year, shop sales were tracking pretty close to the volumes where they -- we just couldn't see it, given the timing difference.

Joanne Taylor

executive
#12

Sorry, Michael, say that once again...

Michael Simotas

analyst
#13

So last year, if we look at April where mobility was heavily impacted, shop sales were similarly impacted, and it's just couldn't we see it because of the timing was wrapped up in quarters and halves rather than individual months, is what you...

Joanne Taylor

executive
#14

Yes. And April was definitely a very tough period for us last year because [ it's where it needs to, ] where there was very much no movement across the whole country. But yes, you are seeing a similar behavior, when people are simply not moving, we're seeing that impact in both fuel and shop.

Operator

operator
#15

The next question comes from David Errington from Bank of America.

David Errington

analyst
#16

Matt, this is a question very broad. I don't want to sort my experience with large chunky acquisitions, generally public takeovers where you pay a premium for goodwill or whatever you pay. It's difficult to generate an acceptable return. I mean my experiences, acquisitions, public acquisitions, your returns seem to go backwards. For a period of time, you tend to have to pay up the synergies. And so consequently, it is quite a difficult process to generate shareholder value when you do public company acquisitions. And the history shows that. I mean most people say that, I don't know, there's studies done that only a very small percentage of public acquisitions create shareholder value. Can I provide you with the platform as to why you're a CEO that seems to be very shareholder return focused, why an acquisition like this where you're basically highlighting the synergies on the F&I side, volume, scale, how that's going to create shareholder value for the shareholders? Can you provide a platform as to why we as the shareholder side should back you into, Matt, saying why this acquisition will create shareholder value other than just conceptual scale, et cetera, et cetera? Can you do that for us, please? Because I think that's a very important tone to set going forward where most people might have been expecting more capital returns as opposed to a large, chunky acquisition.

Matthew Halliday

executive
#17

Yes. Sure, David. Thank you for the question. Look, I acknowledge your points, and we have done very considerable work around value and ensuring that we believe the returns are there through this acquisition, as you would expect. And we benchmark ourselves against capital returns when we do that work, as you would also expect. What we see in the Z opportunity is a highly compatible business to the one that we are operating. It is a market that we know and understand very well. It's a market leader in that market with a very strong underlying asset and market position. It is also a market that is undergoing very considerable transformation as the refinery closes, and it shifts to a full import market. When we look at that and we look at the value that we can bring to that business, we are going to be very disciplined about it, as you would expect. But we are also very confident that the compatibility and the nature of the market and the evolution of that market is very consistent with our skills and experience, and we can leverage not only our scale but those skills and experience to extract the right level of value from this acquisition. So that's how we're thinking about it. Of course, as I mentioned, we'll continue to be disciplined as we move through this next phase.

David Errington

analyst
#18

Can we take it just down one level, and I'll leave it at this point. So we take it down one level and identify some examples as to how this can bring value, like extra volume here or there or whatever you think, so we can have a bit of substance, if you like. Not being rude, but we can get our teeth into what it is other than just bringing value through evolution and skills and experience in that. Can you give us some substance as to what areas would you actually do? Just as a couple of examples. Can you do that for us?

Matthew Halliday

executive
#19

Yes. Sure. So I think when you have greater flows -- if I start with the short, when you have greater flows in the region, which, obviously, this brings greater flows into our overall integrated supply chain, there is additional value that we will be able to create, leveraging the capability that we have in Singapore through our trading and shipping business in adding value to what is the inherent value of that short position. The wholesale market will also evolve as the refinery closes, and we've been through this exercise in Sydney, and we understand very well how best to create value through that market evolution. The wholesale market will transition, and we can be an important part of extracting value through that as we look to leverage the experience in addition to the cost synergies that you would expect through 2 -- through combining 2 highly compatible businesses. So hopefully, there are a few examples. I don't think it's productive for me to go a lot deeper than that, given we're about to undertake our due diligence. And obviously, we'll continue to work through that question through that exercise.

David Errington

analyst
#20

Yes. Does that help? Can you move volumes? Is that going to be helpful having Lytton? Or -- and I'll finish on that.

Matthew Halliday

executive
#21

I think Lytton, with the arrangement that we have in place, is a very important part of our integrated supply chain. We have removed downside, but we have a lot of flexibility through Lytton around blending, around high-octane gasoline that we leverage across the eastern seaboard of Australia at the moment and the infrastructure that we have, and combining New Zealand into that system is all part of how we can extract more value than others from that short position that will grow in New Zealand over the coming couple of years.

Operator

operator
#22

The next question comes from Mark Samter from MST.

Mark Samter

analyst
#23

Yes. I've got a couple of questions, and I'm going to try asking the same question a different way, Matt, because not [indiscernible] method in the sense, but I think it's a fantastic deal, and it feels like people are missing the nuance. I mean I guess we take as an example, when BP thought they were buying Woolworths, we could use a ruler and you could back out their presentations, which look like they said midstream, that deal was going to be worth $1.75 to $0.02 a liter for them. In Australia, you probably argue there maybe short spot more since one of [indiscernible], whatever that was. Do you think -- and obviously, answer this from a Gull perspective, not a Z perspective, do you think that there's anything wildly different in New Zealand market why you could extract less value from the short-term New Zealand than you could from Australia?

Matthew Halliday

executive
#24

Yes. Look, Mike, I think I can't -- I don't want to, at this point, go into it too much. But yes, we clearly see value in the short in the region. I think we've seen it over the past couple of years in a range of corporate activities the short has considerable value. We're well placed to be able to extract that value. It has inherent value in a long region, but it also has greater value, the more you can couple it with a ratable -- a highly ratable position, which the Gull and Z businesses have and underlying strength of infrastructure position. And I think it's -- when we look at that combination of things, obviously, we see it as a valuable part of this potential acquisition. And clearly, we understand how to leverage the short through the Gull business today.

Mark Samter

analyst
#25

Yes. Okay. And so I guess on that base, I think [indiscernible] your preference would be to keep the supply to Gull. I mean I guess I look at Z and not totally convinced them. There might not be some interlopers bidding against you, given the value of the short, but your desire would be to keep the volumes with Gull as well?

Matthew Halliday

executive
#26

Yes, that would be our desire. Obviously, we've got to work our way through the process from here, and there's a long way to go, but that would be our desire.

Mark Samter

analyst
#27

Okay. And just changing topics completely. With the retail strategy, is there any updates on particularly plans with metro and plans with the noncore sites, and that's -- lost track of where we have with how many sites there noncore now. But any further to finalization of what we think the future shape of retail looks like?

Matthew Halliday

executive
#28

Yes. So we continue to roll out the retail -- the metro sites on retail. I think there were 4 this year, and we'll have another 16 that will be rolled out in the second half. And they're generating some encouraging results. It was at our Neutral Bay site over the weekend, which is just being rolled out. And I think the sites are looking fantastic, together with the Ampol rebrand and the initial signs and response we've seen has been encouraging. So we'll continue to roll that out and progress our initial rollout phase to 50 sites and then look at where we want to take that further. QSR is an important part of our strategy. We've had a lot on our plate and haven't been able to progress that very significantly in the last year or so, but you'll be hearing more from us on that front. And we said when we completed the network review, there were sort of -- I think it was around about 100 sites that over time, we would look to either divest or close, and that will just happen as leases roll. They are small-volume sites, and leases will roll or we confront an investment decision in tanks, principally, and they will exit the network or find their way into the wholesale business.

Operator

operator
#29

The next question comes from Grant Saligari from Credit Suisse.

Grant Saligari

analyst
#30

I'd just like to ask a couple of questions about the result itself. Just the first one. On the international business, the average margin declined year-on-year. Can you just elaborate on that, please?

Matthew Halliday

executive
#31

Yes. So different market conditions that we saw between half 1 and half 2, clearly, there was an impact around volume where -- when the refinery closed in May last year for the shutdown. There was a volume impact where -- that we benefited from in the first half last year. But a more choppy -- a choppier market, I would say, in the first half of last year also gave rise to greater margin and trading optionality. But I might hand over to Brent to build on that.

Brent Merrick

executive
#32

Yes. Thanks, Matt, and thanks for the question, Grant. Yes, you've covered it well there, Matt. The reality is that there's a number of different ways we participated in the market internationally. We've also got a very stable sort of Gull and field businesses. And then we have called out that we've grown from some term business into end customers in the region as well, which is working well for us. But this year has been big, as you can imagine, in a long-haul market quite challenging for people to drive value for the business when there is a overhanging product. So on top of our very clear strategy around growing internationally around product geography and customer, they're just working really hard to extract value when they can and in some short-term spot market. That means a small margin, larger volume. So that's what's led to that growth providing market conditions ultimately.

Grant Saligari

analyst
#33

So just to clarify, the -- was there a stability in terms of the margin into the Philippines and the SEAOIL and into Gull, which are sort of the base of that business? And with the volatility, I guess, year-on-year around the incremental volume that you described is, I think, more [indiscernible] term business for that? But I'm just trying to understand that you're going down a road where there's more -- going to be more volatility in that international EBIT.

Brent Merrick

executive
#34

Well, we've come out of the period of extreme volatility, obviously, as we can all appreciate with COVID. So we have responded to the market as needed. And our strategy remains very much supply led. We will continue to grow business for end customers, and we'll optimize the value chain to do that. When certain market conditions makes that more challenging than other terms, obviously, rather than -- it's not a change in direction. We stay focused on system-led, supply-led physical trading.

Grant Saligari

analyst
#35

Okay. Just a second question, if I could, just on the domestic F&I business. And I guess I'm just trying to make sure I understand slides -- the bars on Slides 14 and 15. So this year compared with PCP, you refined an extra billion liters, and that's presumably a $55 million volume uplift that we see on Slide 15. But the implication of that, I guess, would be also that the domestic F&I import requirement would have been about 1.5 billion liters less year-on-year. I'm trying to work out where that comes through on Slide 14 and why it wouldn't -- presumably it's in the negative 16 somewhere, but I'm trying to work out why that wouldn't be a bigger negative or whether there's some other offsets in there?

Greg Barnes

executive
#36

Yes. Maybe I'll pick that up, Grant, and Brent, you can build on it. But your observation is right. So the trading -- if you like, the trading or import part of the domestic F&I business, that reduction has flowed through into that $16 million. What is -- and it was obviously a larger number than that. On top of that was the loss of the buy-sell arrangement with BP who made their own arrangements and also made a sort of a negative contribution, if you like. What counted that were improved margins and some good cost management across the business. So they've had some new wins as well in terms of customers, but essentially improved margin in the wholesale business was part of that offset.

Brent Merrick

executive
#37

Yes. Not much to add, actually. It is an extra mix of volume, as you described, Grant. We make a lot of -- and I think we've improved considerably as well through this period as we look at how we optimize the value chain and make [indiscernible] less buy for import decisions to respond to the changes in demand and refinery conditions. So there was an element of margin and volume, and we continue to assess that constantly. And I think as a business, we've improved a lot over the last 18 months as challenges present themselves, and we continue to improve how we respond.

Operator

operator
#38

The next question comes from Adam Martin from Morgan Stanley.

Adam Martin

analyst
#39

Two questions. Just first on Z Energy. Would you look for a sort of full exit of Gull? Or are there parts of that, that you could realistically keep? Can you just talk through that first, please?

Matthew Halliday

executive
#40

Yes. So Adam, we said that we're committed to resolving the competition clearance. That will require a material divestment, and we said it may include the full divestment of Gull. So I don't think we can sort of comment further than that. As we move into diligence, we've got to do more work in conjunction with the Z team.

Adam Martin

analyst
#41

That's good. That's clear. And then second, just on ForEx. I mean, I think, last result, you called out a $40 million headwind for ForEx. Currency is now going the right way. Can you -- will that come back, that $40 million? And perhaps just talk through which parts of the business there ForEx is influenced?

Greg Barnes

executive
#42

Yes. So you'll see on the F&I result where we've called out the impact of FX year-on-year, so that should give you a decent read-through of that. Obviously, currency falling, we think that with step-up in the Lytton refining margin, we think, bode well for the second half, given, obviously, some of the volume headwinds we're seeing elsewhere in short-term trading. I think there's probably 2 factors that will help mitigate that to some extent at least, and that would be Aussie dollar LRM, if you like, as well as diesel margins, which you will have seen on the Convenience Retail slide on Slide 16, were obviously a bit soft year-on-year. But your point is right. We do expect that to sort of favorably help Lytton margins in the second half and obviously wholesale margins.

Operator

operator
#43

The next question comes from Scott Ryall from Rimor Equity Research.

Scott Ryall

analyst
#44

Matt, just a quick question. On the -- sorry, on the Z deal, you've indicated that some of the equity issuance could be in the order of $600 million, could be in the form of partial share consideration to Z Energy or an entitlement offer. Your share price has come under pressure today. Obviously, Z Energy is up quite substantially, given the adjustment towards the premium to be paid. Have you got -- in your discussions with Z to date, have you got an agreement that the -- any share ratio that was provided would be prior to the announcement?

Greg Barnes

executive
#45

So I might pick that up. I mean, obviously, we're pretty constrained in what we can say in relation to the transaction. But what we have said in the release is that we would contemplate a partial script consideration. Now that the people are aware of the transaction while we're going through due diligence, one of the things we'll be assessing is the attractiveness of that to New Zealand shareholders. I think it was important for us today to put a marker out there around the potential equity raise. There's always a risk that you trade [indiscernible] raise when you make an announcement like this, and that was the basis for that $600 million. Now if we have a partial script consideration that would be within that $600 million. Alternatively, we would look at it as in the fairest way we put for our existing shareholders, which would be entitlement offer -- our pro rata sort of entitlement offer, and I think that should be able to put shareholders' minds at ease. There is no specific agreement at this stage on script consideration. I guess, to answer your first question, it's exploratory at this stage.

Scott Ryall

analyst
#46

But you'd be very mindful of the fact that you've come under pressure in some entitlement, all else being equal, works better if your share price comes under pressure, right?

Greg Barnes

executive
#47

I understand what you're saying. I mean right now we're just -- we thought it was appropriate to be transparent and put a marker out there around equity raise that people knew how we were thinking from a funding perspective, appreciating it's quite early in the process.

Scott Ryall

analyst
#48

Okay. And then the second question I had was, I'm not sure you want to get to talk to this, but I was just hoping you could give a little bit of statement about how you're seeing Australian wholesale volumes at the moment. I know you've lost the BP contract, and that's in the numbers that you've released. But on a like-for-like basis, these lockdowns are very different in the sense that, particularly in New South Wales, [indiscernible] smashed around industrial and corporate activity a little bit more than what happened last year. Victoria is obviously in a pretty hard lockdown like they were for last year. So perhaps that's a bit of like-for-like. But could you just give us a sense of what you're seeing on a like-for-like basis in terms of volumes, please?

Matthew Halliday

executive
#49

Yes. Sure, Scott. So look, what we've seen is we've called out the retail impact, and this is really a retail impact in terms of lockdowns that we're seeing. There is also obviously a retail-related wholesale volume impact. We've got some large retail-linked dealers in the network. EG, obviously, the largest component of that. Overall, it's -- when we look at our wholesale volumes were up 2% in July. So we've seen good resilience through the wholesale volumes throughout the pandemic ex jet, and that's what we continuing to see. Clearly, retail volumes and retail-linked volumes are the most impacted through the current situation.

Operator

operator
#50

[Operator Instructions] The next question comes from Gordon Ramsay from RBC Capital Markets.

Gordon Ramsay

analyst
#51

Appreciate to being limited to one now. Matt, just on the opportunity in New Zealand. Can you just give us an update on where that refinery closure sits at the moment? And to add -- to be part of one question, I'm just going to elaborate on it a bit. New Zealand refines basically implied they could get $150 million working capital benefit from the closure. I'm assuming you could build on that. Can you comment on the closure and working capital benefits, please?

Matthew Halliday

executive
#52

Yes. So I can't -- I mean I can't really say too much about Z's business, but clearly, they have talked to a working capital benefit from the closure. Obviously, we did a lot of a work on our own refinery closure earlier this year and understand the working capital benefits that can be extracted from that model and the move to a full import model. So yes, we would expect there to be considerable working capital cash release through that conversion. In terms of where, it's up to the conversion. It's received shareholder support from NZRC shareholders. And I think the conversion is currently anticipated to occur mid next year.

Operator

operator
#53

The next question comes from Daniel Butcher from CLSA.

Daniel Butcher

analyst
#54

Yes. I'll try and phrase my question -- my one question well as well. Just curious, I mean the equity value of Z is about $2 billion of the takeover bid price. You've got about $800 million of debt capacity at the upper end, and you're saying a $600 million raising. So I'm just wondering, is there a missing $600 million of funding there? And where is that coming from? And I guess as part 2 of that question, could you give us a rough idea of the sales EBIT from Gull currently?

Matthew Halliday

executive
#55

Yes. Sure. So I'll take the second part, which is we don't break Gull out specifically as part of our international earnings. Clearly, it is a good business and performing well. In terms of the funding, I'll pass that one to Greg.

Greg Barnes

executive
#56

Yes. Look, thanks for the question. I mean I guess funding is going to come from a few sources. We're going to -- we'll raise new debt funding and obviously draw on existing capacity where we have it. We have a couple of different scenarios around divestment value that we've obviously factored into it, and then we've got the equity raise. So I think we've -- I think the answer to your question lies in that mix. And it's just, to be frank, a little bit early for us to be too specific, and it'd be a bit presumptuous of us to be too specific at the moment. We're just -- we're going into a period of confirmatory due diligence. Obviously, we've got a bit of work to do with the Z management team and Board on working through regulatory issues. And then if we're fortunate enough to reach agreement, I think that will be the appropriate time to be then going into more specifics, including the funding mix.

Operator

operator
#57

The next question comes from Mark Wiseman from Macquarie.

Mark Wiseman

analyst
#58

I'll keep it to one. Just on the Convenience Retail business. I'm just considering how repeatable this number is during the second half with the snap lockdowns. I was interested in your comments around fuel pricing at the pump. Obviously, last year, as the oil price was falling, you mentioned there was an ability to sort of earn quite elevated margins. It doesn't seem to have been the case this time around. I was just wondering, could you talk through -- has there been any change in the competitive dynamic or how various players are pricing?

Matthew Halliday

executive
#59

Yes. Thanks, Mark. Look, when you look at what happened last year, there were 2 factors. I think clearly, there was a need or an adjustment to pricing that flowed from the significant volume disruption, and there was an impact to pricing, as there always is, related fundamentally to crude pricing. So I think it's important to remember that crude pricing impact has a timing impact. So when we experienced the steep fall, that was a significant tailwind to margins. When you go through a steep period of increase, there's a lag to recover that increase into margin. And we have cycled a very considerable crude price increase in this half. What's encouraging, as we mentioned, is that diesel margins in particular, where we have greater leverage, have started to see some recovery in the second half AIP data so far, and that is encouraging to see. Diesel does take longer typically to flow through to the margin, but we are starting to see it.

Operator

operator
#60

The next question comes from Joseph Wong from UBS.

Joseph Wong

analyst
#61

Just a question on the Z acquisition. And I'm just trying to understand, I guess, the value of this transaction relative to a buyback. So I wonder if you could provide any commentary on, I guess, the volumes that international has sold. Do you expect to capture the entire 13 billion liters of that additional volume? Or has Ampol previously sold volumes to Gull?

Greg Barnes

executive
#62

I think -- sorry to sort of go back to it a bit. It's going to be difficult for us -- at this stage to go into real specifics around the assumptions that have been made on the transaction. We're obviously in a period of confidentiality and where we're about to enter an exclusive period of confirmatory due diligence. So you just have to forgive us if we don't get drawn on some of the specifics around our assumptions. What I would say is this. Our capital allocation framework is one that we're sticking with. It's -- and this is perfectly aligned with that. We've assessed the attractiveness of this transaction to capital management alternatives and scenarios, and this weighs up well. It is -- as you'd imagine, given its profitability and the debt mix that we've -- assuming deducted from the equity raise commentary, it's going to be -- it should be EPS accretive, and it also should be quite cash accretive as well. And particularly to David Errington's question earlier, one of the advantages of scale here is that value unlock from a bigger business of being able to manage those cash flows. So look -- to the premise of your question, it stacks up well against capital management alternatives. And in terms of our volume and import assumptions, it's really difficult for us to comment on that level of detail at the moment.

Operator

operator
#63

The next question comes from Ian Robertson from Milford.

Ian Robertson

analyst
#64

Just a quick question in terms of -- you noted sticking to the capital allocation framework. I'm sure I heard from that, that you intend that this transaction would lead to maintaining your existing credit rating?

Greg Barnes

executive
#65

[Audio Gap] coming to the end. I think if there's no more questions, we'll hand back to the operator. And we thank you for listening to our results and look forward to talking to you in the coming days.

Matthew Halliday

executive
#66

Yes. Thank you very much. Thank you very much [Audio Gap] some short-term impacts, but I think we've demonstrated the business respond very positively post lockdowns. That's very encouraging. I think Z has some way to run, but it is a demonstration of the confidence we have in our business and our industry and our ability to extract value from that potential acquisition. But as we go forward, we will, of course, continue to be disciplined. Thank you for your time today and look forward to talking to you soon. Thank you.

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