Elanor Investors Group ($ENN)

Thank you for standing by, and welcome to the Elanor Investors Group Investor Briefing. [Operator Instructions] Finally, to advise all participants, this call is being recorded. I'd now like to welcome Ian Mackie, Chair, to begin the conference. Ian, over to you.

Good morning, everyone. My name is Ian Mackie, and I'm the Chair of the Elanor Investors Group. With me today is Tony Fehon, our Interim Managing Director and also Symon Simmons, our CFO. I'm going to provide an update on the significant developments for our company, and we'll then hand over to Tony and Symon, who will take you through the operational and financial updates. I'm pleased to confirm that trading in Elanor Securities will recommence on the ASX this morning. This follows a period of significant work that has been undertaken to stabilize the business, strengthen the balance sheet and reposition Elanor for long-term growth. While an incredibly important milestone for the company, the Board is acutely aware that many security holders have experienced a loss of value and we recognize the impact that this has had. This has required a lot of patience from investors, and we would like to acknowledge and thank you for this. Since we announced the suspension in the trading of our securities in August 2024, the Board has dealt with significant changes in the business, with a primary focus on stabilizing the business and creating a foundation for sustainable growth. A key milestone was the successful completion of the $125 million balance sheet recapitalization and the expansion of our strategic partnership with Rockworth Capital Partners. The recapitalization has significantly reduced our cost of capital and aligned our capital structure with our long-term strategic objectives. We are repositioning Elanor as a capital-light institutional grade funds management business with a clear focus on discipline, operational efficiency and scalability. We have a stabilized balance sheet and a strong foundation from which to execute a disciplined growth strategy. Restoring trust requires not only financial discipline, but strong leadership and governance. I'm looking forward to welcoming David McNamara, who will commence as CEO later this week -- this month rather. He brings deep experience in property and funds management, strong institutional credibility and a proven track record in leading complex platforms. I would also like to thank Tony for his leadership through the business transition and the establishment of a strong foundation for growth. Tony will support a structured transition over the coming months and will resume his position as a Non-Executive Director from December. From a governance perspective, we have established a majority of new independent directors to our managed fund trustee Board. We will shortly replace the existing ENN responsible entity with a new group, Responsible Entity Company, following ASIC's recent grant of a new AFSL. These are all important measures to start rebuilding investor confidence. So as we recommence trading, our objectives are clear and firmly focused on rebuilding trust, restoring performance and delivering sustainable long-term value for security holders. I'll now hand over to Tony to provide more detailed business update.

Thank you, Ian. Turning now to key business developments. As Ian mentioned, the $125 million balance sheet capitalization was successfully completed in April and has been a real turning point for the business that has further stabilized our balance sheet, and delivered a significant reduction in our cost of capital. It has enabled us to repay legacy debt and Simplified Our funding arrangements while providing additional working capital and financial flexibility. It has also reestablished a significant alliance with Rockworth who were our largest shareholder in 2019 and remain so today. They have been supportive of the initiatives the Board has taken over the last 22 months, and continue to show active support for the growth of our business. It leaves Elanor with a stable balance sheet and a strong foundation to execute a capital-light domestic and Pan-Asian growth strategy. The group currently manages approximately $1.9 billion in assets across core real estate sectors, including retail, commercial office, hotels and health care. Our strategy is to deploy capital initially across Australia and New Zealand, supported by both domestic institutional capital and Pan-Asian partnerships. We will, of course, focus on disciplined asset origination, active asset management and selective allocation to high-quality opportunities across our target sectors. And this was a key reason for the selection of David McNamara as CEO. Our dual capital strategy will support this next phase. It will involve reengagement with investors and entering into strategic partnerships with like-minded groups. This approach is designed to expand assets under management diversified funding sources and enhance long-term platform scalability, all while maintaining a prudent risk management. The repositioning of Elanor to a capital-light institutional-grade funds management business has been a significant focus of the group, and this continues to be supported by an ongoing focus on operational cash flow management targeted asset realization programs to recycle capital and a disciplined capital management, including debt reduction. Our sector-focused teams have clear paths for ongoing growth with renewed ruination pipelines, a robust approval process and a disciplined approach to asset management. and we continue to implement material and sustainable cost reduction initiatives. Together, these measures have improved capital efficiency, a clear path for growth of assets under management and a strengthened financial position. As Ian indicated before, we've also progressively uplifted our governance. We have enhanced the existing platform with a separate managed fund responsible entity with the majority of new independent Board members. We've already embedded into the business, an independently chaired investment committee. And now with the appointment of David McNamara as CEO, we have completed this reform. David and I will complete the transition in our roles within 1 month, where he will have executive control of the business. I will continue to support David and the team where appropriate. I will remain engaged on the performance improvements and value restoration of the hotel assets, where we hold 32% of the stock and other key growth strategies, and I will return to a role of a Nonexecutive Director in December. Looking at the recapitalization more closely, the proceeds of the balance sheet recapitalization has been used to fully repay the Keyview senior facility, the Elanor corporate notes, certain commercial arrangements and to provide an additional working capital. We will continue to execute our planned asset realization program to release the group's balance sheet capital to repay the loan notes and perpetual notes over time. This aligns with our capital management policy while working to achieve outcomes that are in the best interest of our fund investors, Elanor security holders and other stakeholders. This recapitalization significantly reduced the group's cost of capital and provides alignment between our capital structure and the long-term strategic objectives of the business. And of course, it establishes a solid foundation for executing our capital-led domestic and Pan-Asian real estate growth strategy alongside Rockworth. We recently announced as a result of delays and uncertainty to the timing of obtaining regulatory approvals for the Firmus acquisition. And at that time, Rockworth approached us in early April with the proposal to settle the recapitalization and complete the refinancing of the balance sheet, and this was settled in mid-April. More recently, we announced that Rockworth and Elanor mutually agreed not to extend the 31st May 2026 sunset date for the Firmus transaction. We have, however, agreed with Rockworth and Su Kiat Lim that we will continue to work collaboratively on opportunities in the market and the potential to acquire Firmus capital in the future. Our capital-light, scalable and focused funds management business is now well placed to preserve and ultimately grow security holder value. Our near-term focus on operating cash flow, planned asset realizations and debt repayment will complement the recent balance sheet recapitalization. While we are disappointed to have to suspend security holder distributions until certain loan note covenants are met and perpetual note distributions are paid, it is the prudent thing to do. I will now hand over to Symon, who will take us through the financials in more detail.

Thank you, Tony. I'll now take you through the key elements of the balance sheet in more detail, starting with the pro forma balance sheet on Slide 8 of the presentation pack. I'll then touch briefly on the group's assets under management. As Tony mentioned earlier, the impact of the recapitalization and our asset realization program has been significant. The recapitalization and debt repayment from asset realizations, particularly the ECF termination payment, the Wildlife Park co-investment sale and a voluntary $4 million post recapitalization repayment has enabled us to stabilize the balance sheet and reduce gearing from 78.4% at December '25 to 44.4%, a substantial improvement that reflects a disciplined approach to restructuring the balance sheet and the stability of the capital structure provided by the perpetual notes. We have issued $55 million in perpetual notes that are unsecured, subordinated capital notes with no fixed fee and redemption in the payment of distributions at our absolute discretion. These perpetual notes provide the group with significant stability and flexibility in the capital structure. The recapitalization has also improved the group's cash position to $14.8 million. The voluntary $4 million repayment is also available under a redraw facility to support the growth of the business. The recapitalization, including the perpetual notes, has improved the group's net assets from $4.2 million at December '25 to $47.8 million. NTA has, therefore, improved to $0.36 per security or $0.30 per security on a diluted basis after allowing for the issue of the 30 million warrants. Turning to receivables. Total receivables currently stand at approximately $36 million. The largest component is the Elanor Hotel Accommodation Fund or EHAF's trade debtors at $16.1 million. The EHAF trade debtors reflects the historical support the group has provided to the fund as it executes its asset realization strategy and improved trading performance. EHAF is currently paying management fees, and we expect to recover the historical EHAF receivables through a combination of planned asset realizations within the hotel fund and improved operating performance of the core hotel portfolio. As a 32.5% investor in EHAF, the group is aligned to improving the performance of the hotel portfolio and to growing the fund's distributions to investors. Other managed fund trade debtors are expected to be recoverable through the ordinary course of business or as part of asset realizations. We also hold $11.6 million in financial assets being subordinated loans to the Bluewater Square and Belconnen Markets funds. These assets are currently being realized, and therefore, the realized financial assets may vary based on the final divestment outcomes within those funds. The group's equity accounted investments totaled $63.3 million, down from $77.3 million in December '25, primarily reflecting the divestment of the Wildlife Park co-investment in February this year. The Elanor Hotel Accommodation Fund remains the dominant holding of $51.1 million, representing our 32.5% co-investment. We see real value in our unit holding in EHAF, and we have delivered significant improvements in operating performance to support this. EHAF is progressing its selective asset realization strategy. And over time, we will realize our investment alongside existing investors in the fund. Our Office and Healthcare co-investments totaled $10.6 million, and our Retail co-investments totaled $1.5 million, primarily in the Hunters Plaza investment. Finally, I wanted to note that the group currently has $131.9 million securities on issue, which is prior to the exercise of the 30 million warrants, which can be exercised from the 17th of October this year. Turning now to assets under management on Slides 12 to 14 of the presentation. Since December '25, the group's AUM has reduced by approximately $880 million. ECF represented $460 million of this movement following ECF security had approval for Elanor to be replaced to the responsible entity in February this year. As noted earlier, Elanor received $8.5 million in compensation for this change, which has been applied to reduce the group's debt. The Elanor Wildlife Park co-investment and management rights were sold for $13 million also in February this year. And the other material be sale of assets under the ADIC mandate, the Paradise Center and Novotel Surfers Paradise, which we divested in April this year. Although importantly, ADIC continues to retain its holding in Elanor Securities being one of the top 5 security hovers in the group. So therefore, the group's AUM currently sits at approximately $1.9 billion. Group's funds management platform is now focused across the core sectors of retail at $910 million, office at $323 million, healthcare at $274 million, hotels at $270 million and industrial at $81 million. The group's portfolio is supported by wholesale and institutional capital across both unlisted real estate funds and institutional mandates, providing a scalable and focused base for the next growth. In summary, the balance sheet is in a fundamentally stronger position. The group's debt and gearing has been materially reduced and we have a clear pathway for recovery of our receivables and co-investments over time to further reduce the group's gearing. On the AUM side, while the platform is smaller, it is more focused, more scalable and align to the sectors where we see the strongest opportunities for disciplined growth. Our focus remains on planned asset realizations, repayment of debt and capital notes, executing further material and sustainable cost reductions to restore operating leverage scale increases and managing operating cash flow. Together, these provide a solid foundation to support the strategy that Tony and Ian have outlined. I'll now hand back to Ian.

Thank you, Symon. Elanor has undergone a significant transformation. The actions we have taken have resulted in a more resilient, focused and scalable business. We are now better capitalized, more operationally efficient and strategically aligned with long-term growth opportunities. And of course, all of this is supported by strengthened governance and leadership. While we will recommence trading today from a smaller capital base, the Board is confident that the platform we have recreated is well positioned to deliver long-term growth. Today marks the beginning of the next phase for Elanor, one that is focused on rebuilding trust, delivering disciplined growth and creating sustainable value for security holders. In the coming weeks, security holders will receive further information regarding an Extraordinary General Meeting to be held in July to seek approval for the change of the group's responsible entity, to facilitate the new trustee board initiative and for the new name of the business. While the trading price of Elanor securities may fluctuate in the short term, over the medium term, we believe we will restore good value executing on the strategy we've just outlined. On behalf of the Board, we thank you for your support during what has been a challenging period for the business and for each of you. We are now well positioned to progress our strategy and deliver long-term value. We look forward to updating you on our continued progress. I'll now open the lines to take questions.

[Operator Instructions] And there are no questions on the line. I would like to hand back to Tony for closing remarks.

Thanks, everyone, for joining us today, and thanks to Ian as well for moderating this. We welcome the opportunity to meet out to investors over the next few days and also to introduce our new CEO over the coming month. Once again, thanks for joining us this morning, and we really appreciate your support. Thank you.

This concludes today's conference call. Thank you all for joining us. You may now disconnect.