The Agency to become a national brand
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ASX ANNOUNCEMENT
28 November 2018
THE AGENCY TO BECOME A NATIONAL BRAND AS
SHAREHOLDERS APPROVE TOP LEVEL ACQUISITION
• The Agency shareholders today voted overwhelmingly in favour of the acquisition of high-growth east
coast real estate firm Top Level Real Estate Pty Ltd to become a national real estate business with two
prominent brands (The Agency and Sell Lease Property)
• On completion of the acquisition, The Agency will have:
The Agency The Agency Combined Total
(including SLP) (East Coast) (as at 31st October 2018)
No. of Agents 171 122 293
(up 58% on FY2018: 185)
Properties under Mgmt. 828 3388 4216
Listings 630 391 1021 (worth ~$1.2bn)
(up 55% on FY2018: 659)
Mortgage Book $1.2 bn - $1.2bn
(up 10% on FY2018: $1.1bn)
Revenue $5.67m $9.43m $15.1m
(52% of FY2018 revenue: $29.3m)
Note: Unaudited figures
• As at 31st October 2018, the proposed combined group has already generated $15.1million in revenue so
far for FY2019, representing 52% of FY2018 revenue in only four months
• Post-acquisition, The Agency remains on target for a 50% year-on-year increase in annual revenue for
FY2019
• The Agency shareholders also approved at today’s general meeting:
o A capital raising of $8.4 million via a share placement
o A 1:30 consolidation of capital
o $5m of Top Level debt to be converted into shares
o Election of Top Level CEO Matt Lahood as an Executive Director of The Agency
• The acquisition of Top Level still remains conditional upon a number of conditions precedent
• In only 2 years, The Agency (WA) and Sell Lease Property now have just over 4% market share in WA
compared to the market leader which has 9% market share
• The Agency has spent the past two years building the foundations of the company’s national growth
• Business has been built for scale with ability to materially grow its number of agents and properties
under management with limited capital expenditure or increase in corporate overheads
• Continue to expand footprint nationally both organically and by acquisitions
• Enquiries continue from agents and real estate firms across Australia who are attracted to disruptive
model
The Agency Group Australia Ltd (ASX:AU1) (“The Agency” or “the Company”) is pleased to advise the acquisition
of high-growth east coast real estate firm Top Level Real Estate Pty Ltd (“Top Level”) has moved a major step
closer to completion with shareholders today overwhelmingly supporting the transaction.
Resolution 1 to 12 - as set out in a Notice of Meeting (refer to ASX announcement dated 17 October 2018 for
more information) - were voted on at today’s general meeting held at 68 Milligan Street Perth with shareholders
voting in favour of each resolution.
With the addition of Top Level, The Agency Group will be the only single owner national real estate business
having two prominent brands (The Agency and Sell Lease Property), with 293 sales representatives across Perth,
Sydney, Melbourne and the Gold Coast (across nine offices). It will also have 4216 properties under management,
1021 listings worth ~$1.2 billion and a mortgage book of $1.2 billion.
Post the Top Level acquisition, the Company will have a strong and diverse footprint across key metropolitan
cities across Australia, with offices in Perth, Sydney , Melbourne, Gold Coast and future plans to expand existing
market presence as well as into new residential markets.
Commenting on today’s shareholder approval, The Agency Managing Director Paul Niardone said:
“The overwhelming support we have received today from our shareholders for this transaction highlights the
significance of this deal and means we are now a major step closer to making this transaction a reality. The
acquisition of Top Level will further cement our position as the fastest growing disruptive real estate group in the
country with the addition of a highly experienced east coast real estate sales, significant property management
portfolio and extensive sales pipe-line,” he said.
The Company also received approval for the issue of up to 28 million shares at 30c per share (post-consolidation
of the Company’s issued capital) to raise $8.4 million to provide funds to progress the Top Level acquisition and
expand Sell Lease Property nationally.
Shareholders also voted in favour of a consolidation of the Company’s issued capital on a 30:1 basis providing a
tighter capital structure and stronger balance sheet with a $5 million reduction in Top Level debt via a debt-to-
equity conversion and the election of Top Level CEO Matt Lahood as an Executive Director of The Agency.
Timetable
The anticipated timetable for the completion of the Top Level acquisition as previously included in the Addendum
to the Notice of Meeting (ASX announcement 14 November 2018) and dispatched to shareholders is as follows:
Event Indicative Timing*
General Meeting of Shareholders 28 November 2018
ASX notified whether Shareholders’ approval has been granted for the Resolutions
Capital Raising completed 12 December 2018
Subject to Directors’ satisfaction that the conditions precedent in Amended and 17 December 2018
Restated Option Agreement are satisfied (or waived in accordance with its terms),
Settlement, of the Acquisition including issue of the Shares contemplated by this Notice
Commencement of trading of Shares on ASX 18 December 2018
*The Directors reserve the right to change the above indicative timetable without requiring any disclosure to Shareholders or Option holders.
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