KIRS Investor Presentation 09 May 2017
Disclaimer This document and the presentation to which it relates (“Presentation”) do not constitute or form part of, and should not be construed as, an offer to sell or an issue for sale or subscription of, or solicitation of any offer or invitation to subscribe for, underwrite or otherwise acquire or dispose of, any securities of TIG Topco Limited (to be renamed KIRS Group Limited (“KIRS”)) or any of its subsidiaries in the United States or any state or any jurisdiction in which such offer, sale or solicitation would be unlawful nor should they or any part of them form the basis of, or be relied on in connection with, any contract or commitment whatsoever which may at any time be entered into by the recipient or any other person, nor do they constitute an invitation or inducement to engage in investment activity under section 21 of the Financial Se rvices and Markets Act 2000 (“FSMA”). This document and the Presentation do not constitute an invitation to effect any transaction with KIRS or to make use of any services provided by KIRS. By accepting this document and the Presentation you agree and acknowledge that this document and its contents may contain proprietary information belonging to KIRS. This document and the Presentation may contain forward looking statements in relation to certain of KIRS’ plans and current g oals and expectations, in particular but not limited to its future financial condition, performance and results. These forward looking statements can be identified by the use of forwar d looking terminology, including the words “aims”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “predicts”, “assumes”, “shall”, “continue” or “should” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. By their very nature, all forward looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond KIRS’ control , including but not limited to insurance pricing, interest and exchange rates, inflation, competition and market structure, acquisitions and disposals, and regulation, tax and other legislative changes in those jurisdictions in which KIRS, its subsidiaries and affiliates operate. As a result, KIRS’ actual future financial condition, performance and results may differ materially from the plans, goals and expectations set out in any forward looking statement made by KIRS. KIRS has no obligation to update any forward looking statement contained in this document or the Presentation or any other document or any other forward looking statement KIRS may make. All subsequent written or oral forward looking statements attributable to KIRS or to persons acting on its behalf should be interpreted as being qualified by the cautionary statements included herein. As a result, undue reliance on these forward looking statements should not be placed. Past performance cannot be relied upon as a guide to future performance. The financial results in this document and the Presentation include certain financial measures and ratios, including EBITDA, Pro Forma Adjusted EBITDA and certain other ratios that are not presented in accordance with IFRS and are unaudited. The financial information included in this Presentation only includes 9 months of audited information from the year ended December 31, 2015 for Towergate. Towergate’s Q1 2015 financial results are unaudited and unreviewed and may not reflect what Towergate results would have been had the current group structure and management been in place from January 1, 2015. No representation or warranty, express or implied, is or will be made by any person in relation to the accuracy, fairness or completeness of the information or opinions made in this document and the Presentation, which information and opinions should not be relied or acted on, whether by persons who do not have professional experience in matters relating to investments or persons who do have such experience. The information and opinions contained in this document and the Presentation have not been audited or necessarily prepared in accordance with international financial reporting standards and are subject to change without notice. No responsibility or liability whatsoever is or will be accepted by KIRS, its shareholders, subsidiaries or affiliates or by any of their respective officers, directors, employees or agents for any loss howsoever arising, directly or indirectly, from any use of this document or its contents or attendance at the Presentation. This document is for distribution only in the United Kingdom and the Presentation is being made only in the United Kingdom to persons falling within Articles 19, 43, 47 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), to persons who have professional experience in matters relating to investments or to persons in the United Kingdom to whom this document may otherwise be lawfully distributed. This document is being supplied and the Presentation made to you solely in that capacity for your information. This document may not be reproduced, redistributed or passed on to any other person, nor may it be published in whole or in part, for any purpose. By accepting this document and the Presentation, you agree to be bound by the foregoing limitations, undertakings and restrictions. 2
Agenda 14:30 – 14:35 Introduction 14:35 – 14:40 Investment Thesis 14:40 – 15:10 KIRS Strategy and Business Highlights 15:10 – 15:25 KIRS Financial Highlights 15:25 - 15:30 Conclusion 15:30 – 16:00 Q&A 3
Investment Thesis
Investment Thesis KIRS will be the leading diversified independent insurance intermediary group in the UK KIRS (1) will be the result of a carefully targeted acquisition and hiring strategy in the UK insurance 1 market Towergate, Autonet (2)(3) , Price Forbes (2)(3) , Direct Group (2)(3) and Chase Templeton (2)(3) were specifically 2 targeted due to: A. Strong management teams B. Leading position in their respective market segments C. Significant organic growth and acquisition opportunities D. Ability to create additional value from portfolio effect without disruption or integration of underlying businesses Presence across the entire insurance value chain will allow KIRS to optimise service to customers and 3 maximise commission capture KIRS will be the leading diversified independent insurance intermediary group in the UK and is 4 positioned to capitalise on the significant benefits of scale across all its segments Highly resilient and profitable business model with significant cash flow generation capabilities 5 5 (1) Represents the Project Name for the creation of the new group. The final group name will be published in due course when trademark process is finalised. (2) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (3) Majority ownership.
Significant Strategic Investment By Core Shareholders KIRS is the result of a carefully crafted acquisition strategy executed over the last 24 months Creation of Acquisition of Acquisition of Acquisition of HPS Nevada and MDP investment Acquisition of majority stake majority stake majority stake investment in acquisition of in Towergate majority stake in in Broker in Direct in Chase Towergate majority stake and Nevada Autonet Network Group (1) Templeton (1) in Price Forbes Apr Dec Jun Q3 – Q4 Nov 2015 2016 2017 2018 ~£680m Total Investment by Core Shareholders to Support the Creation of KIRS 6 (1) Completion subject to regulatory and other customary approvals.
Dedicated Shareholder Base Key shareholders have invested ~£680m in the development of KIRS and will own >95% of group equity Founded in 2007 >100 investment professionals globally $39bn (1) asset under management Joint owner of Watford Re, global insurance and reinsurance group, alongside Arch Capital and second largest shareholder in NFP Corp. Founded in 1992 41 investment professionals $12.5bn (2) asset under management Largest shareholder of NFP Corp., a leading US insurance broker Founded in 1976 >370 investment professionals globally $98bn asset under management Strong prior knowledge of the insurance sector having invested in Willis Group, Alliant Insurance Services and USI Founded in 1998 >110 investment professionals globally $24bn asset under management Significant experience in the insurance sector, including investments in many US mid-market insurance brokers 7 (1) As of April 1, 2017. (2) As of March 31, 2017 SEC filing.
KIRS Vision and Key Highlights
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