Intertrust N.V. acquires Elian Group
(Thomson Reuters ONE) -
Intertrust N.V. acquires Elian Group
Specialist in Capital Markets and Private Equity & Real Estate Fund
Administration
Amsterdam - June 6, 2016 - Intertrust N.V. ("Intertrust" or "Company") [ticker
symbol INTER] a leading global provider of high-value trust and corporate
services, announces it has signed an agreement to acquire Elian Group ("Elian",
the "Company") from Elian's management and funds managed by Electra Partners LLP
("Electra").
Elian is a high growth, regional Trust & Corporate Services leader with an
excellent management team and 615[1] dedicated, highly qualified employees. The
Company has the number one leadership position in Jersey and a strong presence
in the UK and 13 other jurisdictions, 10 of which overlap with Intertrust. Elian
is particularly strong in services for Capital Markets, having acquired SFM in
2015, and for Private Equity & Real Estate Fund Administration, serving a
similar blue chip client base comprising alternative investment funds, financial
institutions, corporate and private clients. Elian has stringent compliance and
KYC standards, comparable to Intertrust's. For FYE January 2017, Elian is
expected to generate Revenue of £96 million and EBITDA of £36 million (37.4%
margin), representing a CAGR of 9% and 12%, respectively, on Revenue and EBITDA
since FYE January 2015 (pro forma for the acquisitions of Allied Trust and SFM,
including FX).
The transaction has a strong strategic rationale, supported by attractive
financial metrics and an excellent cultural fit, with approximately 40 of
Elian's management team and key employees re-investing £26 million of proceeds
into Intertrust shares. The acquisition of Elian reinforces Intertrust's global
leadership position, increases diversification across jurisdictions and clients,
and aligns perfectly with Intertrust's three strategic M&A pillars:
* Significantly increases Intertrust's scale in the UK (London), Ireland and
Spain, and further consolidates Intertrust's market leading positions in
Cayman, Guernsey, Luxembourg and the Netherlands;
* Adds high-value complementary services for Capital Markets and Private
Equity & Real Estate Fund Administration; and
* Expands Intertrust's footprint with the number one leadership position in
the attractive jurisdiction of Jersey.
The total consideration to be paid for the acquisition is £435 million (?557
million), implying an EV/EBITDA CY 2016E[2] of 9.5x taking into account
identified run-rate synergies of £10.4 million[3]. Pre-synergies, EV/EBITDA CY
2016E(2) is 12.3x, in line with recent sector transactions. Synergies will come
from a reduction in overlapping support functions; savings on insurance
policies, regulatory costs and professional services; rationalization of
duplicate locations and cross-selling across client networks.
The transaction is expected to yield approximately 10% accretion on a pro forma
basis excluding synergies to CY 2016E adjusted net income per share[4] guidance
of minimum ?1.30, approximately 20% accretion to adjusted net income per share
by CY 2018E including synergies[5] and a double-digit ROIC by CY 2018E including
synergies.
The acquisition will be funded through ?100 million in cash, ?315[6] million in
debt and ?155 million in equity. £26 million[7] (?33 million) of the
consideration will be re-invested by management and key employees. Closing of
the transaction is expected by Q3 / Q4 2016 and is conditional upon shareholder
approval in an Extraordinary General Meeting approval and customary regulatory
approvals. The Board of Intertrust has approved the transaction and a majority
of Intertrust's shareholders have provided undertakings to vote in favour of the
transaction. At closing of the transaction, Intertrust expects pro forma
leverage to be up to a maximum of 4.0x LTM net debt/EBITDA (including run-rate
synergies in compliance with covenant) and to decrease to the medium term target
range of 2.0 - 2.5x net debt/EBITDA by CY 2018E absent further M&A.
Commenting on the transaction, David de Buck, CEO of Intertrust said "The
acquisition of Elian presents a great opportunity for Intertrust to
significantly expand its Capital Markets and Private Equity & Real Estate Fund
Administration services. Consolidation in our industry continues, and the
ability of global trust and corporate services providers to acquire high quality
companies will determine their success going forward. Against this backdrop, I
am especially pleased to announce the addition of Elian to the Intertrust
family. Our similar cultures and the emphasis both our companies place on
integrity and high-value service delivery will form a strong basis for
successful integration. The inclusion of Elian's capabilities and geographic
presence will consolidate Intertrust's position in Capital Markets and Private
Equity & Real Estate Fund Administration, add scale to our operations in several
important jurisdictions, and bring us the leadership position in Jersey. With
Elian on board, we will be able to offer more to our clients and investors
worldwide. I look forward to working with Elian's excellent team."
Commenting on the transaction, Paul Willing, CEO of Elian said "Our combined
service offering and network of offices globally will broaden and strengthen our
capabilities to support our clients in all key international business locations.
We know Intertrust shares our belief that our people are our most valuable
asset. The opportunities for career development, as well as the leadership and
international mobility programs will make our tie-up with Intertrust especially
interesting for our employees. We are truly creating the global leader in our
industry with this transaction - very exciting."
In connection with the acquisition of Elian, Intertrust is updating its outlook
and medium term objectives:
* Approximately 10% accretion on a pro forma basis excluding synergies to CY
2016E adjusted net income per share guidance of minimum ?1.30 and
approximately 20% accretion to adjusted net income per share by CY 2018E(5
)including synergies;
* Guidance reiterated of an adjusted net income per share of minimum ?1.30 for
Intertrust stand-alone in CY 2016E before the impact of the acquisition;
this takes into account the expectation that Q2 2016 organic growth will be
below Q1's, with a solid recovery in Q3 and Q4;
* For the medium term, objective reiterated of organic revenue growth slightly
above market growth of 5%[8];
* Adjusted EBITA margin improvement objective increased by 100bps to 300 -
350bps by CY 2018E over the Intertrust stand-alone CY 2015 pro forma
adjusted EBITA margin of 40.4%[9];
* Cash conversion to continue to be in line with historical rates;
* Effective tax rate lowered to approximately 16%;
* Dividend payout in the range of 40% to 50% of adjusted net income including
for CY 2016E the expected positive contribution of Elian post closing; and
* Leverage of 2.0 - 2.5x net debt/EBITDA by CY 2018E absent further M&A.
The following parties have advised Intertrust on the transaction: Deutsche Bank
acted as financial adviser and Simmons & Simmons and Stibbe have acted as legal
counsel. Deutsche Bank and HSBC have provided committed debt financing in
support of the transaction. Deutsche Bank has been appointed as Sole Bookrunner
for the placement of newly issued shares for Intertrust. Lazard acted as
financial adviser to Elian and Electra Partners.
Intertrust will host a press conference call on 6 June 2016 at 7:30 AM CET.
Furthermore, an investor webcast and conference call will be hosted on 6 June
2016 at 8:00 AM CET. The presentation and playback of the webcast and call will
be made available on the website https://investors.intertrustgroup.com/.
For further information
Intertrust N.V.
annelouise.metz(at)intertrustgroup.com
Anne Louise Metz Tel: +31 (0)6 1371 7755
Director Investor Relations, Marketing and Communications
About Intertrust
Intertrust is a leading global provider of high-value trust and corporate
services, with a network of 37 offices in 26 jurisdictions across Europe, the
Americas, Asia and the Middle-East. The Company focuses on delivering high-
quality tailored services to its clients with a view to building long-term
relationships. Intertrust's business services offering comprise corporate
services, fund services, capital market services, and private client services.
Intertrust has leading market positions in selected key geographic markets of
its industry, including the Netherlands, Luxembourg, the Cayman Islands and
Guernsey.
About Elian
Elian is a specialist in capital market solutions; private equity, real estate
and fund administration; corporate services; private client solutions, Elian has
a clear, uncompromising vision: to continually deliver more value by raising the
bar in trust and corporate services.
Elian works with global law firms and accountancy firms, multi-national
corporations, financial institutions, fund managers, high net worth individuals
and family offices and believes that the best can always be better.
With over 600 professionals across a network of 15 international offices,
covering a wide range of time zones and key financial centres, Elian is expert
in handling large, demanding and complex engagements. From its technical skills
and market understanding, to the personalised service given to clients, Elian is
always looking to set new industry standards by challenging standard practice.
Elian's network of offices comprises of Amsterdam, Bahrain, the British Virgin
Islands, the Cayman Islands, Dublin, Frankfurt, Guernsey, Hong Kong, Jersey,
Lisbon, London, Luxembourg, Madrid, Milan and Tokyo.
--------------------------------------------------------------------------------
Note: £ financials converted to ? at FX rate of 1.28 on 3-Jun-16
[1] As of 29-Feb-16, excludes JV employees
[2] CY 2016E EBITDA of £35m (?45m), calendarised by taking 1/12 of FYE Jan-16
EBITDA and 11/12 of FYE Jan-17 EBITDA
[3] Expected to be achieved by CY 2018E
[4] Adjusted net income per share is calculated as adjusted EBITA less net
interest costs and less tax costs calculated at the applicable effective tax
rate divided by the number of shares outstanding
[5] Compared to Bloomberg consensus on 3-Jun-16
[6] Including revolver drawdown of approximately ?50 million and ?265 million in
new facilities
[7] For which they will receive shares 12 months and 10 business days post
closing of the acquisition; such shares may be provided through new issuance by
Intertrust or by delivery of treasury stock by Intertrust
[8] Estimated market CAGR for CY 2015 - 2018E
[9] Previous guidance of EBITA margin improvement post CY 2015 of 200 - 250 bps
by CY 2018E
Intertrust NV Press Release - Acquisition Elian Group:
http://hugin.info/171118/R/2018071/748973.pdf
This announcement is distributed by GlobeNewswire on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Intertrust Group via GlobeNewswire
[HUG#2018071]
Unternehmensinformation / Kurzprofil:
Datum: 06.06.2016 - 07:15 Uhr
Sprache: Deutsch
News-ID 475720
Anzahl Zeichen: 12907
contact information:
Town:
Amsterdam
Kategorie:
Business News
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