Appendix 4C - Quarterly and commentary
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ASX MARKET RELEASE
31st October 2018
September Quarter 2018 Update
Highlights
The Agency (West Coast)
• The Agency Group (WA) – total revenue of $5.3m for September Quarter 2018
• Total revenue up more than 50% for same period last year
• The Agency WA (for The Agency & SLP real estate commissions only) – revenue $3.9m for
September Quarter 2018
• Total real estate commission up more that 100% for same period last year
• The Agency and SLP continue to rank as top offices in WA – July, August and September
Top Level Acquisition
• Amended Option Agreement to acquire Top Level Real Estate executed on 19 September
• Firm commitments received to raise $8.4 million via a share placement
• Notice of General Meeting lodged post quarter end for EGM to approve Top Level acquisition
and other resolutions ancillary to the acquisition
• EGM to be held at 10am on 15 November at 68 Milligan Street, Perth.
• Additional acquisition opportunities nationally also being explored
The Agency Group Australia (ASX: AU1) (“The Agency” or “the Company”), continues to achieve its
stated goal of being the fastest growing real estate brand nationally following yet another stellar
quarter.
Traditionally, the winter quarter is lower and this year sales have been lower across Western Australia
as a whole. However, we are still the leading office for sales for the September quarter. The Agency real
estate sales posted gross commission income of $1.9 million while SLP posted $2 million totalling $3.9
million of commission income for the September Quarter. This was slightly lower than the previous
quarter in line with a drop in transaction sales for the state.
The Agency Property Management reported quarterly income of $0.3million, with the rent roll now
increased to 603 managements.
Mortgage and Financial Solutions Australia posted over $47 million in loan lodgements and revenue of
$0.7 for the quarter.
Landmark Settlement recorded 260 settlements for the quarter, bringing in just over $0.25million.
SLP – Achieves Strong Quarter
In its second full quarter since acquisition in March 2018, Sell Lease Property delivered robust results of
173 properties settled and 180 listings.
Top Level Acquisition Proceeding
The Company has exercised its option to acquire high-growth east coast real estate firm Top Level Real
Estate – operating as The Agency East Coast - under an amended and restated option agreement (as
announced on 19 September 2018) and is now proceeding to completion of the acquisition.
To complete the transaction, the Company is seeking shareholder approval to the acquisition and other
resolutions associated to the transaction at an Extraordinary General Meeting to be held at 10am on 15
November at 68 Milligan Street, Perth.
The company has received firm commitments to raise $8.4 million. This capital raising strengthens the
Company’s balance sheet, providing The Agency with the funds to progress the Top Level acquisition
and expand Sell Lease Property nationally.
In addition, the Company will also be well positioned going forward with a 1-for-30 share consolidation
providing a tighter capital structure and stronger balance sheet with a $5 million reduction in Top Level
debt via a debt-to-equity conversion.
The Agency also plans to make a bonus issue to all shareholders to reward them for their continued
loyalty and ongoing support.
The bonus issue will result in the issue of 13,675,861 new Shares (following consolidation of the
Company’s issued capital on a 30:1 basis).
The Board of the Company is fully committed to the Top Level transaction and looks forward to the
value accretion which it believes will be created by this transaction.
Below is the indicative timetable as included in the Notice of Meeting dispatched on 17 October 2018.
Event Indicative Timing*
Dispatch of Notice of Meeting (Completed) 17 October 2018
General Meeting of Shareholders
ASX notified whether Shareholders’ approval has been 15 November 2018
granted for the Resolutions
Capital Raising completed 30 November 2018
Subject to Directors’ satisfaction that the conditions
precedent in Amended and Restated Option Agreement are
satisfied (or waived in accordance with its terms), 4 December 2018
Settlement, of the Acquisition including issue of the Shares
contemplated by this Notice
Commencement of trading of Shares on ASX 5 December 2018
* The Directors reserve the right to change the above indicative timetable without requiring any disclosure to Shareholders or Option holders.
Awards
The Agency was awarded Top Office for Listings Sold and Top Office by Value Sold in Western Australia
for 2018 at the annual REIWA.com Awards in September.
The Company reported 667 sales worth over $400 million for the past 12 months, which was 200 more
sales and over $50 million more property sold than second place.
The Agency also finished fourth in project market sales for the year. Sell Lease Property (SLP) would
have come in second place for Listings Sold with 659 sales for the year, however were ineligible due to
the change in ownership.
The Agency continues to top the REIWA monthly rankings recently taking out top office for listings sold
and for value sold for September 2018.
If you require further information, please contact:
Investors
The Agency Australia Ltd
Paul Niardone
T: +61 08 9204 7955
Media
Chapter One Advisors
David Tasker / Colin Jacoby
T: +61 433 112 936 / +61 439 980 359
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
+Rule 4.7B
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16
Name of entity
The Agency Group Australia Limited
ABN Quarter ended (“current quarter”)
52 118 913 232 30 September 2018
Consolidated statement of cash flows Current quarter Year to date
$A’000 $A’000
1. Cash flows from operating activities
1.1 Receipts from customers 5,919 5,919
1.2 Payments for
(a) research and development - -
(b) product manufacturing and operating (3,959) (3,959)
costs
(c) advertising and marketing - -
(d) leased assets (12) (12)
(e) staff costs (1,502) (1,502)
(f) administration and corporate costs (248) (248)
1.3 Dividends received (see note 3) - -
1.4 Interest received - -
1.5 Interest and other costs of finance paid (37) (37)
1.6 Income taxes paid - -
1.7 Government grants and tax incentives - -
1.8 Other - -
1.9 Net cash from / (used in) operating
161 161
activities
+ See chapter 19 for defined terms
1 September 2016 Page 1
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Consolidated statement of cash flows Current quarter Year to date
$A’000 $A’000
2. Cash flows from investing activities
2.1 Payments to acquire:
(a) property, plant and equipment (100) (100)
(b) businesses (see item 10) - -
(c) investments (285) (285)
(d) intellectual property - -
(e) other non-current assets - -
2.2 Proceeds from disposal of:
(a) property, plant and equipment - -
(b) businesses (see item 10) - -
(c) investments - -
(d) intellectual property - -
(e) other non-current assets - -
2.3 Cash flows from loans to other entities - -
2.4 Dividends received (see note 3) - -
2.5 Other – Cash acquired on acquisition of - -
businesses
2.6 Net cash from / (used in) investing (385) (385)
activities
3. Cash flows from financing activities
3.1 Proceeds from issues of shares - -
3.2 Proceeds from issue of convertible notes - -
3.3 Proceeds from exercise of share options - -
3.4 Transaction costs related to issues of - -
shares, convertible notes or options
3.5 Proceeds from borrowings - -
3.6 Repayment of borrowings - -
3.7 Transaction costs related to loans and - -
borrowings
3.8 Dividends paid - -
3.9 Other (over subscriptions share placement) - -
3.10 Net cash from / (used in) financing
- -
activities
+ See chapter 19 for defined terms
1 September 2016 Page 2
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
Consolidated statement of cash flows Current quarter Year to date
$A’000 $A’000
4. Net increase / (decrease) in cash and
cash equivalents for the period
4.1 Cash and cash equivalents at beginning of
quarter/year to date 1,022 1,022
4.2 Net cash from / (used in) operating 161 161
activities (item 1.9 above)
4.3 Net cash from / (used in) investing activities (385) (385)
(item 2.6 above)
4.4 Net cash from / (used in) financing activities - -
(item 3.10 above)
4.5 Effect of movement in exchange rates on - -
cash held
4.6 Cash and cash equivalents at end of
798 798
quarter
5. Reconciliation of cash and cash Current quarter Previous quarter
equivalents $A’000 $A’000
at the end of the quarter (as shown in the
consolidated statement of cash flows) to the
related items in the accounts
5.1 Bank balances 798 1,022
5.2 Call deposits - -
5.3 Bank overdrafts - -
5.4 Other - -
5.5 Cash and cash equivalents at end of
798 1,022
quarter (should equal item 4.6 above)
6. Payments to directors of the entity and their associates Current quarter
$A'000
6.1 Aggregate amount of payments to these parties included in item 1.2 47
6.2 Aggregate amount of cash flow from loans to these parties included -
in item 2.3
6.3 Include below any explanation necessary to understand the transactions included in
items 6.1 and 6.2
Director salary $42k
Director fees $5k
+ See chapter 19 for defined terms
1 September 2016 Page 3
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
7. Payments to related entities of the entity and their Current quarter
associates $A'000
7.1 Aggregate amount of payments to these parties included in item 1.2 -
7.2 Aggregate amount of cash flow from loans to these parties included -
in item 2.3
7.3 Include below any explanation necessary to understand the transactions included in
items 7.1 and 7.2
8. Financing facilities available Total facility amount Amount drawn at
Add notes as necessary for an at quarter end quarter end
understanding of the position $A’000 $A’000
8.1 Loan facilities - -
8.2 Credit standby arrangements - -
8.3 Other (please specify) - -
8.4 Include below a description of each facility above, including the lender, interest rate and
whether it is secured or unsecured. If any additional facilities have been entered into or are
proposed to be entered into after quarter end, include details of those facilities as well.
9. Estimated cash outflows for next quarter $A’000
9.1 Research and development -
9.2 Product manufacturing and operating costs (4,000)
9.3 Advertising and marketing (20)
9.4 Leased assets (12)
9.5 Staff costs (1,700)
9.6 Administration and corporate costs (350)
9.7 Other (Bank Guarantee and Rental deposit) -
9.8 Total estimated cash outflows (6,082)
+ See chapter 19 for defined terms
1 September 2016 Page 4
Appendix 4C
Quarterly report for entities subject to Listing Rule 4.7B
10. Acquisitions and disposals of Acquisitions Disposals
business entities
(items 2.1(b) and 2.2(b) above)
10.1 Name of entity Nil Nil
10.2 Place of incorporation or
registration
10.3 Consideration for acquisition or
disposal
10.4 Total net assets
10.5 Nature of business
Compliance statement
1 This statement has been prepared in accordance with accounting standards and policies which
comply with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters disclosed.
Sign here: ............................................................ Date: 31 October 2018
Company Secretary
Print name: Stuart Usher
Notes
1. The quarterly report provides a basis for informing the market how the entity’s activities have been
financed for the past quarter and the effect on its cash position. An entity that wishes to disclose
additional information is encouraged to do so, in a note or notes included in or attached to this
report.
2. If this quarterly report has been prepared in accordance with Australian Accounting Standards,
the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If
this quarterly report has been prepared in accordance with other accounting standards agreed by
ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this
report.
3. Dividends received may be classified either as cash flows from operating activities or cash flows
from investing activities, depending on the accounting policy of the entity.
+ See chapter 19 for defined terms
1 September 2016 Page 5