PEXA lodges prospectus for IPO

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Melbourne, Australia – 14 June 2021 – Torrens Group Holdings Limited (Company), the operator of Australia’s leading digital property settlements platform, today announces the lodgement of its prospectus (Prospectus) with the Australian Securities and Investments Commission (ASIC) to list on the Australian Securities Exchange (ASX) via an initial public offering (IPO or Offer).

As part of the IPO process, Torrens Group Holdings Limited will change its name to PEXA Group Limited (PEXA).

The Offer, other than the employee gift offer and a 1:4 matching share component of the employee and director offer, is fully underwritten and is expected to raise total gross proceeds of $1.175 billion based on an Offer Price of $17.13 per share. This values the Company at a total enterprise value of $3.3 billion with a market capitalisation at the Offer Price of $3.0 billion.

Approximately $216 million of the gross proceeds comprise the issue of new shares by the Company. Approximately $959 million of the gross proceeds comprise a secondary offer of shares by existing shareholders.

The IPO will allow the introduction of new institutional and retail shareholders who can support PEXA through the next phase of its growth; support employees, directors, senior personnel and practitioner partners in becoming shareholders; and provide the Company with the benefits of an increased profile as a listed entity.

PEXA Chairman Mr Mark Joiner said: “The lodgement of the Prospectus for our IPO is a significant milestone in PEXA’s journey from a government initiative to the operator of Australia’s leading digital property settlement platform, which is now exploring opportunities to take its experience and expertise into new markets in Australia and internationally. Through the IPO, our employees, practitioner partners and new investors have the opportunity to share in the potential of our growth strategy.”

PEXA will apply for admission to the official list of the ASX and quotation of shares on the ASX, under the code “PXA”. It is expected that trading of the shares will commence on a conditional and deferred settlement basis on or about 1 July 2021 and on an unconditional basis on or about 2 July 2021.

The Prospectus contains detailed information about the Offer, PEXA’s financial and operating performance, outlook and material risks associated with the business and the industry in which it operates. The Prospectus in electronic form is available to Australian residents at www.pexa.com.au/ipo. Printed copies of the Prospectus are available to any person in Australia by calling the PEXA Offer Information Line on 1800 129 431 (toll free within Australia) or +61 1800 129 431 (outside Australia) from 8.30am until 5.30pm (Melbourne time) Monday to Friday, excluding public holidays.

Barrenjoey Advisory Pty Limited, Macquarie Capital (Australia) Limited, Morgan Stanley Australia Securities Limited and UBS AG, Australia Branch are acting as Joint Lead Managers and Underwriters to the Offer. Allen & Overy is acting as legal adviser to PEXA.

Board changes

PEXA is pleased to announce the appointment of experienced company directors Dr Kirstin Ferguson and Ms Melanie Willis as independent non-executive directors, effective immediately. Dr Ferguson is currently a non-executive director of SCA Property Group Limited, EML Payments Limited and Envato. Ms Willis is currently a non-executive director of Challenger Limited, Southern Cross Austereo, PayPal Australia Limited and the Australia Pacific division of QBE Insurance Group Ltd. 

PEXA also welcomes shareholder nominee directors Mr Vivek Bhatia (Link Group nominee) and Mr Paul Rickard (Commonwealth Bank of Australia nominee) to the board, effective immediately, and is pleased to confirm Mr John Hawkins (Link Group nominee) will continue as a member of the board. The shareholder nominee directors are highly experienced business leaders, with knowledge of the Company and the industry in which PEXA operates.

Mr Joiner said: “We are excited to announce the new composition of our board as we transition to a publicly listed company and embark on the next phase of our growth. The deep experience and knowledge of the directors will be an enormous asset to the Company as we work to expand PEXA’s offering and introduce our platform into new jurisdictions around the world.”

Key Offer Dates

The dates above are indicative only and may change without notice.

Important Notice: Offers of Shares will be made in, or accompanied by, a copy of the Prospectus issued by the Company and PEXA SaleCo Limited (ACN 650 590 131) which is available as described above. Investors should read the Prospectus carefully and in its entirety, including the terms of the Offer and the risk factors involved in investing in the Company, in deciding whether to apply for shares. Applicants for shares will need to complete the application form that will be attached to or will accompany the Prospectus, or via an electronic application form attached to or accompanying the electronic version of this Prospectus, however no general public offer of shares will be made under the Offer. Members of the public who wish to apply for shares must do so through a broker with a firm allocation of shares under the broker firm offer. See Section 7.3.1 of the Prospectus for details in relation to the Offer.

This communication does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. The shares referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. securities laws. The Offer is not being extended to any investor outside Australia other than to certain Institutional Investors as part of the Institutional Offer. See Section 10.8 of the Prospectus for more detail on selling restrictions that apply to the Offer and sale of shares in jurisdictions outside Australia.

This communication contains certain “forward-looking statements” such as statements regarding the gross proceeds of the Offer and the valuation of the Company. The words “expect”, “anticipate”, “likely”, “intend”, “should”, “could”, “outlook”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are generally used to identify forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statement. Forward-looking statements, opinions and estimates provided in this communication are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of PEXA, its directors and management, including risks and uncertainties relating to the impact of COVID-19.

Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. Except as required by law or regulation, none of PEXA, its representatives or advisers undertake any obligation to publicly update or revise any forward-looking statements or to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise.

All dollar values contained in the announcement are in Australian dollars (A$) unless otherwise stated.

About PEXA Group Limited

PEXA operates Australia’s leading online property exchange network. It assists members – such as lawyers, conveyancers and financial institutions – lodge documents with Land Registries and complete financial settlements electronically. PEXA is committed to supporting the property industry as it transitions towards a 100 per cent digital conveyancing process that is fast, safe and efficient. PEXA is actively exploring domestic and international growth opportunities that leverage its experience, expertise and proprietary technology.

About Dr Kirstin Ferguson

Having commenced her career as an officer in the Royal Australian Air Force, Dr Ferguson is now an experienced director of publicly listed companies and currently serves as a non-executive director on the boards of SCA Property Group Limited and EML Payments Limited and Envato. She was formerly the CEO of Sentis Pty Ltd and the director of corporate services at Deacons (now Norton Rose Fulbright). Dr Ferguson has a PhD in leadership, corporate culture and governance as well as a Bachelor of Laws (with Honours) from Queensland University of Technology (QUT) and a Bachelor of Arts (with Honours) from the University of New South Wales, Canberra. Dr Ferguson has been an Adjunct Professor of the QUT Business School since 2015.

About Ms Melanie Willis

Ms Willis has extensive experience as a non-executive director. She currently serves as a non-executive director of Challenger Limited, Southern Cross Austereo, PayPal Australia and the Australia Pacific division of QBE Insurance Group Ltd. Ms Willis has held executive roles as CEO of NRMA Investments (and head of strategy and innovation), CEO of a financial services start-up and director of Deutsche Bank, and has previously worked in corporate finance at Bankers Trust and Westpac. She has a Bachelor of Economics from the University of Western Australia and Masters of Taxation from Melbourne University.

About Mr Vivek Bhatia

Mr Bhatia is the current Managing Director and CEO of Link Group. Mr Bhatia has over 20 years of experience in financial services, government and management consulting, serving as Chief Executive Officer of the Australia Pacific division of QBE Insurance Group Ltd, the inaugural Chief Executive Officer and Managing Director of iCare (Insurance and Care NSW) and leading the Restructuring and Transformation practice at McKinsey & Company across Asia Pacific. Mr Bhatia holds an undergraduate degree in engineering, a post graduate degree in business administration and is a CFA (ICFAI).

About Mr Paul Rickard

Mr Rickard is an experienced director of listed companies, currently serving as a non-executive director of Tyro Payments Limited and WCM Global Growth Limited. Mr Rickard has more than 30 years of experience in the financial service industry, serving as a senior executive with the Commonwealth Bank of Australia for over 15 years, and was the founding managing director of CommSec. Mr Rickard was named ‘Stockbroker of the Year’ and admitted to the Industry Hall of Fame in 2005. Mr Rickard holds a Bachelor of Science degree in Mathematics and Computer Science from the University of Sydney, and a Diploma in Financial Planning from RMIT University.

About Mr John Hawkins

Mr Hawkins has been a nominee director of Link Group on the Company’s board since June 2013, and is a non-executive director of Specialised Container Holdings Pty Ltd. Mr Hawkins has over 30 years of commercial, mergers and acquisition, accounting and financial experience from various roles with Optus, Perpetual Limited and KPMG (Australia and the United Kingdom), and served as the Chief Financial Officer of Link Group from 2001-2019. Mr Hawkins is Chartered Accountant and holds a Bachelor of Science (Computer Science) and a Bachelor of Commerce from The University of Queensland. John holds a Bachelor of Science (Computer Science) and a Bachelor of Commerce from the University of Queensland.