Navigator Global Investments Limited (NGI) Earnings Call Transcript & Summary

Thanks very much. I'm Michael Sheppard, and I'm Chair of Navigator Global Investments Limited and Chair of today's meeting. I'm very pleased to welcome you to the Annual General Meeting of Navigator Global Investments for 2023. Firstly, some housekeeping matters. Shareholders can participate online via webcast, which allows shareholders to watch and listen to the meeting and to ask questions online. For those of you online, which I think we have a reasonable number, who have a question that you would like to put to the meeting today, we suggest that you enter your questions now, and we'll use our best endeavors to address them at the appropriate time during the meeting. Finally, due to time constraints, we may not be able to get to every question. If this happens, we will be in touch as soon as possible to answer your questions after the meeting. A recording of this meeting will be available via our website shortly after the meeting has concluded. Shareholders will also be able to join the meeting via teleconference and ask questions by voice. [Operator Instructions] It is now past 12:00 noon, and I welcome you to the 2023 Annual General Meeting of the company. We have a quorum so I declare the meeting open. Firstly, I'd like to introduce you to your other directors and executives. Those here in person today are Mr. Suvan de Soysa to my left, an Independent Non-Executive Director, who joined the Board in September 2021 and is Chair of the Audit and Risk Committee. Mr. Stephen Darke, to the extreme end of my left, who as noted in previous market announcement on the 9th of October, will commence his role as Chief Executive Officer of the company, effective from next Monday, the 30th of October. The company will accordingly advise the ASX at that time of Stephen's appointment as an Executive Director of NGI, and it will become effective. Ms. Amber Stoney, our Chief Financial Officer and Company Secretary is on my right. Participating by video link Mr. Sean McGould, our current Chief Executive Officer and Executive Director, who as previously announced will be passing the role of Chief Executive Officer of NGI to Stephen. After leading the company successfully over the past 15 years, Sean will focus on leading and further developing the Lighthouse business as its Chief Executive Officer and Chief Investment Officer, reporting directly to the Board of Directors. While this will be Sean's primary responsibility, he will continue to support the company and remains an Executive Director. Also online, we have Ms. Nicola Meaden Grenham, an Independent Non-Executive Director and member of the Remuneration and Nominations Committee; and Mr. Ross Zachary, who is the Chief Investment Officer and Head of NGI Strategic Investments. And a proxy today is from Ms. Cathy Hales. As previously announced, Ms. Hales has recently commenced a full-time role as Chief Executive Officer of Wealth Pacific at Mercer, and as such, will shortly resign her position as direct with the company. Due to other commitments, Cathy is unable to join us here today. Also attending in person today are Nathan Young, a partner from our auditor, Ernst & Young, somewhere, Nate. Mr. Rory Moriarty, who is partner of Clayton Utz, who have been advising the company with regards to the proposed transaction, which is the subject of several resolutions today. Now for the formalities. The notice of meeting was duly given and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders or shareholder of the company representatives may vote. The agenda of the meeting will be as follows: My address, followed by an address from our current CEO, Sean; then the formal business of the meeting, which includes the resolutions of the meeting; and finally, an opportunity for participants to ask any other questions they may have. Voting on all resolutions will be conducted by way of poll. Shareholders attending the meeting in person should ensure they have registered their tenants with our linked market service representatives and have been issued with a voting card. If you haven't done so, there's still some representatives outside. But I think everybody's got their voting card if they are entitled to one. Shareholders attend the meeting online will be able to cast their vote using the electronic voting card received when online registration was validated. Please refer to the virtual meeting online portal guide or use the helpline specified. Following the voting, general business questions will be taken. Those watching online today will be able to ask questions in written format via the online portal or by voice using the teleconference facility during the meeting. I will provide sufficient notice for shareholders to ask questions in these formats. Shareholders and proxy holders attending the meeting online and wishing to ask a question through the virtual meeting website, please click the Ask Question button, type in your questions and click submit. If you're having any issues being able to ask a question, please refer to the virtual AGM guide or call the helpline number that is on your screen. I encourage shareholders who are attending the AGM online and have questions to submit those questions as soon as possible. In the event we received multiple questions on a similar topic, questions will be condensed so as to be able to answer as many questions as possible. I will endeavor to answer all relevant questions from shareholders during today's meeting. However, I reserve the right as Chair to rule questions as not pertaining to the AGM out of order and take questions on notice. I propose that the order of taking questions will be as follows. Firstly, from any shareholders in physical attendance at the meeting today; secondly, from shareholders using the teleconference facility by voice; and finally, from shareholders who have asked a question online via written test. There were no shareholder questions have been submitted prior to the meeting, so we'll be just taking questions as they come. Well, it's been another productive year for Navigator Global Investments. It began with the acquisition of our 10th strategic minority stage investments into Invictus Capital Partners or Invictus, an opportunistic credit manager focused across residential real estate, debt investments currently managing $3.3 billion of assets. Invictus has raised $1.8 billion in new capital commitments over '22 to '23, drawing on a high-quality institutional investor base. With a strong record of fundraising into closed end vehicles and a leading market position in their strategy, supported by captive origination arm, Invictus adds diversification to Navigator's investment sector. The Navigator's investment sector exposure by introducing a new asset class into our portfolio. The acquisition of Invictus is one of the drivers and the 11% growth in our ownership adjusted AUM. We've also been very pleased with the ongoing organic growth in the assets under management across the Lighthouse and NGI strategic businesses. The growth has been a result of both investment performance and an improved demand for our partners' firms proven capabilities across relevant alternative asset classes. In particular, the NGI strategic portfolio has been performing strongly with greater net flows into flagship strategies, successful product launches and an improved revenue margins. And improved revenue margins delivering higher revenues combined with higher operating margins through active expense management. The earnings of these managers were exceptionally strong for calendar years '21 and '22. We caution these are not necessarily representative of future earnings. However, the growth in aggregate firm level AUM of this business is a very encouraging sign. The base management fee earnings and total portfolio profits should grow. Consistent with market trends, there is pressure on management fee rate for some strategies. The Lighthouse business has experienced positive net flows and growing management fees underpinning resilient level of revenues. Overall, the business performed strongly over the '23 financial year despite the ongoing market volatility and more uncertain macroeconomic environment. Many asset managers globally suffered a material reduction in assets under management from either poor performance and/or net outflows as the investment markets have adjusted to higher interest rate environment. Although NGI is not immune to this, the AUM growth and a broad range of alternative investment strategies positions us well for the future. These market conditions have created a new set of opportunities for our diversified and uncorrelated group of high-quality global businesses, helping deliver strong financial incomes for our shareholders. There was exceptional performance by some of our managers, and this was a key driver in Navigator delivering adjusted EBITDA of $48.9 million for '23, up 5% on prior year. We closed out the financial year with the announcement on the 15th of June '23 that Navigator had signed a binding term sheet to settle the 2026 redemption payment from its 2020 acquisition of portfolio of our alternative investment stakes with certain affiliates of GP Strategic Capital, formerly known as Dyal Capital, a platform of Blue Owl and this -- GPSC investor. Details about the proposed transactions are set out in the explanatory memorandum sent to the shareholders in late September. However, I note the following key points. Under the proposed transaction, which is subject to shareholder approval at this meeting, Navigator will acquire the remaining distributions previously retained by GPSC investor for a total consideration of $200 million funded through $120 million placement to GPSC investor and an $80 million equity raising. The transaction repositions Navigator to unlock substantial shareholder value through strengthening Navigator's balance sheet and cash flows to unlock our capacity to execute growth initiatives around additional investment acquisitions, providing our platform to improve liquidity and shares through its potential to broaden Navigator's appeal to different types of new shareholders and increased share of trading volumes over time. Deepening the strategic partnership with Blue Owl, the leading provider and alternative asset management companies globally, including the continued ability for Navigator and its investment stakes to utilize the existing value-added service arrangement with Blue Owl's business services platform. We believe that the potential value which will be delivered by the transaction has resonated with our shareholders, which can be seen from the results of the proxy voting on the relevant resolutions. Today, we complete a key step in the process for completing the proposed transaction. Based on proxy voting received approximately 95% of shareholders have voted in favor of the resolutions approving the proposed transaction, and we are very pleased to see such strong support. Please note that Blue Owl and its associates are not included in these figures as they are excluded from voting. As both NGI and Blue Owl operate businesses, which are regulated in a number of global jurisdictions, I should say, there are a number of regulatory approvals which are required in relation to the proposed transaction. We believe it's necessary to wait until these approvals have been obtained before launching the equity raising. We are in regular contact with the various regulators and have made substantial progress on the outstanding approvals. To ensure that shareholders have given the best opportunity to participate should all the regulatory approvals not be received prior to the mid to late November. Regretfully, we'll need to delay the launch of the equity raising until the first quarter of 2024. We continue to work hard on obtaining these approvals as soon as possible. However, the precise timing is determined by each regulator and is basically out of our hands. As I noted earlier, the company has agreed to consideration of USD 200 million to fully settle its 2026 obligation to acquire Blue Owl's remaining interest in the 6 managers, which comprise the NGI strategic portfolio. This will give Navigator the full earnings of this portfolio 2 years earlier than originally negotiated. Blue Owl will be paid the agreed consideration as a combination of shares and cash. Blue Owl will receive USD 120 million of the consideration at a placement at an agreed price of AUD 1.40. The company will conduct an equity raising for USD 80 million, which all shareholders will have the opportunity to participate based on their pro rata holdings at the record date. This will be by way of a non-renounceable non-underwritten rights issue expected to be at AUD 1 per share and a placement of shares to Blue Owl in relation to their 2021 convertible notes. There will also be an opportunity for shareholders to take up a component of any shortfall of the rights offer on a pro rata basis. The company will fund any remaining shortfall in cash. We think this is an excellent opportunity for our existing shareholders to participate in the rights issue at what is a compelling price when compared to the company's traded price over the past few months. The successful completion of the proposed transaction leaves Navigator well placed to make additional accretive investments and maintain its current momentum for growth. To support this, we have recently announced some changes to the Navigator leadership team, which both augments our senior resources and allow us a refocus on both the Lighthouse and NGI strategic business efforts, particularly business units, I should say. We welcome Stephen Darke, who takes over as NGI CEO after today's meeting. Stephen is based in Sydney and has an extensive background in the alternative asset management sector while bringing an increased presence to Australia to facilitate proactive market engagement, Stephen also deepens our bandwidth to be able to execute on our growth strategy. With Stephen's appointment, Sean will refocus his role about the continued evolution and expansion of the Lighthouse business as its CEO and Chief Investment Officer. Lighthouse's hedge funds products have continued to scale up, and there is an enormous opportunity to leverage that success. Sean will address the meeting shortly, but I take this opportunity to thank him for his leadership over the past 15 years and for his execution on his vision to evolve Navigator into the diversified platform of alternative managers that is today. Many others have not made that transition. Sean, of course, will remain engaged with the broader Navigator Group and will continue as an Executive Director and significant shareholder. I would also like to take the opportunity to congratulate Ross Zachary on his appointment as NGI Chief Investment Officer and Head of NGI Strategic Investments. Ross has been with Navigator since 2016 and has been instrumental in the company identifying and executing what have been transformative transactions. Has almost 20 years of experience in the alternative asset management sector, which will continue to be applied to Navigator and our partner firms growth initiatives. There's also been a number of changes to the Navigator Board, which will be implemented in the near future. As noted earlier, Cathy Hales will be resigning as a Director following the AGM due to her commencing the full-time role of Chief Executive Officer, Wealth Pacific at Mercer. She kindly agreed to remain on the Board until we found a site replacement. And we are very pleased that we have identified a strong candidate who we expect to appoint in the very near future. Details around this appointment will be announced in due course. We sincerely thank Cathy for her expertise and insights. She has brought to Navigator during her time as a Board member. We wish her the very best in her future endeavors. Stephen Darke will also be joined the Board as an Executive Director and we'll make the appropriate ASX announcements when this becomes effective. Finally, I also note that under the terms of the proposed transaction, Blue Owl has advised that they intend to nominate Mr. Marc Pillemer as a Director of the company upon completion of the proposed transaction. Details of Marc's qualifications and experience are included in an explanatory memorandum, and we look forward to when Marc joins the Board. Aside from the usual business to consider at this meeting and the reelection of directors, the business of this year's may include some important resolutions. One of these resolutions seek shareholder approval of up to an additional $6 million performance rights under the performance rights plan, which could be issued over the next 3 years. The group's remuneration structure includes a combination of fixed remuneration and variable or at-risk remuneration. The granting of performance rights to eligible staff provides a long-term incentive in that remuneration structure. The approval of the performance right plan provides the Board with flexibility to make additional grants over the next 3 years. The other resolution that is required under the Corporations Act and in constitution to enable the proposed takeover provision rules to be renewed. This renewal is required every 3 years or they will cease to have effect. The current provisions will automatically cease to have effect after the 18th of November '23. And accordingly, it is proposed that they be renewed. If renewed, Rule 6 of the constitution will operate on the same basis as the existing Rule 6 for a period of 3 years from the date of this AGM. The success of the Navigator business is made possible through the efforts of our dedicated staff, many of whom are here today, who continue to demonstrate focus and drive to achieve results for our shareholders. The Board extends our appreciation to all our staff who have worked hard to make this another successful year. And I can say it's been above and beyond particularly in the last 6 months. It is exciting to see the continued evolution and growth of our business. We also thank our new and existing shareholders for supporting us during what has been an eventful year in our growth. I would like to thank my colleagues on the Board for their support and contribution this year. These contributions also have been above and beyond the norm. As mentioned earlier, Cathy Hales is leaving the Board. I'd like to thank her personally for her advice and insight into the particular challenges of our industry. This concludes my remarks on what has been a strong year of growth and change for Navigator. I will now hand over to Sean McGould, our CEO. Thanks, Sean.

Thank you, Mike. I'd like to begin tonight just talk about where Navigator stands today. Navigator now has partnerships with 11 specialized alternative asset management firms across hedge funds, private and public credit strategies and real estate capital solutions. These managers represent a combined USD 72.6 billion in assets under management as of 30 September 2023, and pursue more than 37 investment strategies across more than 173 product offerings. Taking into account our relevant level of ownership in each manager Navigator had USD 25.9 billion of assets under management as of 30 September 2023, and our investments in operations generated USD 48.9 million of adjusted EBITDA for the 2023 financial year, which is a good result. NGI is a unique ASX listed asset management firm that is exclusively focused on the alternative asset management sector, a market segment with significant tailwinds. The company benefits from exposure to the earnings of leading global alternative asset managers who are well positioned to benefit from and outperform industry growth. The established managers have strong investment track records have demonstrated strong AUM growth and have generated attractive cash flows to stakeholders over time. It is these firms with deep expertise and resources that our investors are seeking to invest in. NGI shareholders benefit from these competitive advantages as well as the diversified and uncorrelated nature of the total group of managers on the NGI strategic investments platform. We also benefit from our partnership with GP Strategic Capital, formerly Dyal Capital. GP Strategic Capital is the global leader in investment in the management companies of alternative investment firms, and they provide expertise, high-quality new investment pipeline as well as access to their leading industry-leading value creation team to assist our partner firms and their growth and development. Navigator partners with leading alternative managers, we believe this presents the best value proposition for our shareholders as it mitigates key risks inherent in the asset management sector. Not only do we have a diversified group of partner firms, but these firms are operating at scale with deep resources, diverse client bases, making them much less vulnerable, the negative impact on their business of short-term investment or financial performance as well as key personnel departure. We focus on establishing and preserving a strong alignment of interest between Navigator and the management teams of these highly entrepreneurial businesses and ensuring the incentives are properly aligned with their clients, positioning the firm for enduring success. As partners in the firms, our expertise and capital are directed towards impactful growth initiatives that will benefit the businesses and generate value for Navigator shareholders. The firms on our platform each individually fit our key criteria and combine provide diverse, uncorrelated exposures across alternative asset classes. Our partner firms are well known and proven leaders in their respective strategies, positioning them for continued success. We continue to see and evaluate a pipeline of opportunities to invest in similarly positioned alternative asset management firms and sectors not or underrepresented on this page, working through both our own proprietary sourcing and introductions brought to us by our strategic partner, Blue Owl. We will continue to diversify the NGI strategic investment portfolio through areas of the alternative asset management sector where we see attractive growth and performance. With the completion of the transaction approved by shareholders today, we are in a position to execute on additional growth to add value to our shareholders. The success of our strategy can also be seen in the strong and resilient AUM trends across our managers despite what has been a much more difficult market environment over the past year. The power of executing on our strategy is demonstrated by the 44% 5-year cumulative average growth rate on firm level AUM and the 23% 5-year cumulative average growth rate on ownership adjusted AUM. In the past 12 months to 30 September 2023, we have seen growth of 6% in Lighthouse AUM and 13% across the NGI and strategic managers. We tend to evaluate these businesses over a 3 to 5-year time horizon and are very pleased with the results over the past 5 years. Each individual's firm's results will vary from year-to-year. We believe in the power of the overall portfolio to drive solid results over the long term. We are especially proud of AUM growth across Navigator through what has been a challenging growth environment for many of our listed peers globally, the business are well positioned at current levels. While Navigator has not provided earnings guidance for the 2024 financial year due to a large number of variables, which can impact the full year results, I wanted to highlight the distribution history from the 6 managers in the NGI strategic portfolio as post transaction, these distributions will be a larger part of Navigator's earnings. As we've previously highlighted, fiscal year 2022 and fiscal year 2023 were exceptionally strong years. This reflects strong investment performance across most of the managers in calendar years 2021 and 2022 as the global financial markets experienced high levels of volatility and many traditional asset strategies and certain alternative managers underperform. Profit distributions for the managers are derived from a highly diverse set of management fee and performance fee revenue sources. As discussed previously, we expect profitability to vary per partner firm in any given year. We note that investment performance rate remains positive within the portfolio but is below what we experienced in calendar years 2021 and 2022, given a more challenged market for certain credit and macro focused strategies so far for the calendar -- for 2023 calendar year. AUM growth and competitive positioning remains strong, including at our credit and macro partner firms and continues to grow the base for generating high levels of profits in future years. Given the large number of variables, which will determine the earnings of the NGI strategic portfolio partner firms, Navigator is not in a position to provide earnings guidance. We encourage investors to consider the 3 and 5-year average of historical distributions when assessing the potential earnings power of NGI. This is a very exciting time for us. Navigator is well positioned to deliver value in today's market environment due to the differentiated nature of our platform. With the closing of the transaction, we'll have a simplified balance sheet and increased financial resources, which puts us in a strong position to continue to grow. We have added high-quality earnings streams, creating a growing and stable base and have the potential for additional incentive fees or carried interest returns to boost shareholder returns. Our pivot in the Lighthouse business to multi-PM manager hedge funds continues, and I'm very excited to focus my attention on continuing to meet the needs of Lighthouse clients and develop more innovative solutions with our expanding capabilities. With our focus on the future, I reiterate Mike's welcome to Stephen Darke. It is important that NGI have a senior executive based in Australia, which can drive value for shareholders and engage with the market with a level of commitment, which matches the exciting opportunities in front of us. I am fully supportive of Stephen and look forward to the value he can bring to NGI. I will also continue to offer my advice and insights to help NGI's growth initiatives as a member of the Board of Directors. I thank all of our shareholders, both long term and newer to our register for their continued support. That ends my remarks for today, and I will turn it back over to Mike to conduct the formal business of the meeting.

Thanks, Sean. As Sean said that does bring us to the formal business of the meeting, matters requiring resolutions, which are outlined in the notice of meeting. The notice of meeting was dispatched to all shareholders, and I propose that notice of meeting be taken as read. The resolutions for consideration today may only be voted on by shareholders, proxy holders and shareholder company representatives. Shareholders online through the virtual meeting platform have the opportunity to ask questions on each matter being put to shareholders. Now moving to the resolutions. I propose to call a poll on each of these resolutions. After outlining each resolution, I will invite any questions and then pause to allow voting via the electronic voting cards. Votes may, of course, be submitted at any time during the meeting. Please note that voting exclusions apply to Resolutions 2, 5, 6, 7 and 8. All directors with key management personnel are excluded from voting on Resolutions 2 and 5. Additionally, Blue Owl is excluded from voting on Resolutions 6, 7 and 8. The first item of ordinary business is the tabling of the financial report, the directors' report and the auditor's report for the financial year ended 30th of June 2023. The reports are laid before the meeting as required by the Corporations Act 2001, but are not the subject of a resolution. The earlier addresses include a discussion of the company's performance for 2023. I now invite you to submit any questions that you may have in relation to the report. I would ask the questions on any of the other items of business be deferred until we come to that particular item. Questions may also be asked of our auditor and Mr. Nathan Young in relation to the conduct of the audit and the content of the audit report, accounting policies adopted by the company and the independence of the auditor carrying out the audit.

Are there any questions from people who are physically present here today? Okay. In that case, are there any questions from the teleconference participated participants on Item 1.

Yeah. There are no questions on the telephone on this item.

Thank you. Are there any questions from the telephone participants?

Chair, there are no questions from the telephone.

Thank you for that. I will now take questions from shareholders participating in the AGM online who have sent in their questions through the virtual meeting platform in written format. I don't believe we have -- we don't feel like we have any of those. Okay. So no further questions. I'll now move on to the second item of business, the remuneration report. Under Corporations Act 2001, listed companies are required to include as part of their directors' report, a remuneration report, which includes specific information. The directors have prepared a remuneration report to 30th of June '23, and it is included in the annual report on Pages 23 and 38 that has been made available to shareholders. The act also requires companies to put to shareholders a nonbinding vote to enable shareholders to voice their opinion on matters included in that report. The Board will consider the outcome of vote and comments made by shareholders on the remuneration report at the meeting when reviewing the company's remuneration policies. I'll now put Resolution 2 to the meeting being that the remuneration report for the financial year ended 30th of June 2023 be adopted by passing an ordinary resolution as set out in the notice of meeting. Any questions from the floor? Okay. Any questions from the teleconference participants?

Chair, there are no questions from the teleconference.

Are there any questions from the telephone participants.

Chair, there are no questions from the telephone.

Sorry, my boss is telling me something here.

You don't have to do that one.

Great, thanks. Thank you. Efficiency. I'll now take questions from there. Okay. No questions?

There are no online questions.

Okay. Thanks, Amber. I'll be in trouble without you. Next item on the agenda is the reelection of directors. As stated in the notice, 2 directors must retire at the AGM both myself and Suvan de Soysa retire and are offering our sole reelection. The background and experience of each director is set out in explanatory notes to the notice of meeting, so I will not repeat those details. Separate resolutions are put to the meeting for each director. As the next resolution relates to myself, I will hand over to Suvan to chair this part of the meeting.

Thank you, Mike. Resolution 3 concerns the reelection of Michael Sheppard as a Director of the company. I'll take questions now. Any questions from those present? No. Teleconference, are there any questions from teleconference participants?

There are no questions from the teleconference.

Thank you. Moving on to questions from those online. I'll take questions from shareholders, participating the AGM online who have sent in their questions to the virtual meeting platform. No.

There were none.

None submitted?

Yes.

Thank you. As there no further questions, I will pause to allow you to finish voting and then we'll move to the next item of business. Okay. As the next item or resolution relates to myself, I will hand back to Michael Shepard to chair the remainder of the meeting. Thank you.

Thanks, Suvan. Now we move to Resolution 3B, which concerns the reelection of Mr. Suvan de Soysa as a Director of the company. Any questions from the floor? Any questions from the teleconference? Any questions from telephone? None?

[indiscernible]

Okay. Thanks.

There are no questions online.

No questions online. Okay. Thank you. As I said before, these have been done by Paul. So and you can see the results there on the slides, which were at the opening of the meeting. The next item of business relates to renewal of the proportional takeover provisions in Rule 6 of the company's constitution. If this resolution passes, the provisions will be renewed for a further 3 years in accordance with Section 648(g) of the Corporations Act, as I explained earlier. Any questions from the floor, teleconference or telephone?

Chair, there are no questions from the teleconference or telephone.

Online?

No.

Thank you. approval of the performance rights plan. The next item of business relates to the approval of the performance rights plan. The main terms of which are set out in the notice of meeting. This resolution passes any as a result of the ground performance rights, underperformance plans will not be counted towards any future capital raising conducted by the company as an exception to listing Rule 7.1 for a period of 3 years from the date on which the resolution is approved. Any questions from the floor, teleconference or telephone?

Chair, there are no questions from the teleconference or telephone.