Notice of General Meeting/Proxy Form
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ACN 118 913 232
THE AGENCY GROUP AUSTRALIA LTD
ACN 118 913 232
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10:00AM (WST)
DATE: Wednesday 27th August 2025
PLACE: 68 Milligan Street
PERTH WA 6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered
Shareholders at 5:00pm (WST) on 25th August 2025.
Independent Expert’s Report: Shareholders should carefully consider the Independent Expert’s
Report prepared for the purpose of the Shareholder approval under section 611 item 7 of the
Corporations Act (refer to Resolution 1). The Independent Expert’s Report comments on the
fairness and reasonableness of the transactions the subject of Resolution 1 to the non-associated
Shareholders. The Independent Expert has determined the Share issues the subject of Resolution 1
are not fair but reasonable to the non-associated Shareholders.
BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – APPROVAL OF ISSUE OF SHARES TO PETERS INVESTMENTS PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 611 (Item 7) of the Corporations Act and for all
other purposes, approval is given for the Company to issue up to 226,160,434 Shares
upon the exercise of Convertible Notes (and satisfaction of accrued interest on the
Convertible Notes) held by Peters Investments Pty Ltd on the terms and conditions
set out in the Explanatory Statement, which in addition to the 134,000,000 Shares
already held, will result in Peters Investments Pty Ltd’s voting power in the Company
increasing from 30.48% to up to 54.10%.”
A voting exclusion statement applies to this Resolution. Please see below.
Expert’s Report: Shareholders should carefully consider the report prepared by the
Independent Expert for the purposes of the Shareholder approval required under section
611 Item 7 of the Corporations Act. The Independent Expert’s Report comments on the
fairness and reasonableness of the transactions the subject of this Resolution to the non-
associated Shareholders in the Company. The Independent Expert has determined that the
issue of the up to 226,160,434 Shares and the resulting voting power of up to 54.10% in the
Company is not fair but reasonable to the non-associated Shareholders.
By Order of the Board
Stuart Usher
COMPANY SECRETARY
Dated: 21th July 2025
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Voting Exclusion Statement – Corporations Act
Resolution 1 – Approval of issue to No votes may be cast in favour of this Resolution by:
shares to Peters Investments Pty (a) the person proposing to make the acquisition and their
Ltd associates; or
(b) the persons (if any) from whom the acquisition is to be
made and their associates.
Accordingly, the Company will disregard any votes cast on this
Resolution by Peters Investments Pty Ltd and any of its associates.
Voting by proxy
To vote by proxy, please sign the enclosed Proxy Form and return by the time and in accordance
with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 499 900 044.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. RESOLUTION 1 – APPROVAL OF ISSUE OF SHARES TO PETERS INVESTMENTS PTY LTD
1.1 Background
At the Company’s annual general meeting held on 4 January 2021, the Company
received Shareholder approval pursuant to item 7 of section 611 of the Corporations Act
to issue 5,000,000 Convertible Notes and 3,170,441 Options to Peters Investments Pty Ltd
(ACN 008 699 287) (Peters Investments) pursuant to a convertible note agreement date in
October 2020 (Convertible Note Agreement). Those Convertible Notes were issued in
addition to 1,000,000 Convertible Notes issued to Peters Investments in May 2020. As part
of the Shareholder approval obtained on 4 January 2021, Shareholders approved Peters
Investments acquiring up to a 49.53% pursuant to the Convertible Note Agreement.
As at the date of this Notice, 3,612,768 Convertible Notes (together with accrued interest)
were converted by Peters Investments into 115,621,485 Shares. In addition, 12,000,000
Options exercisable at $0.027 on or before 31 March 2023 issued as part of the Convertible
Note facility were exercised on 28 January 2021. Peters Investments currently holds
134,000,000 Shares, which equates to 30.48% of the Shares on issue as at the date of this
Notice. As at 30 June 2025, the upstanding amount balance of the Convertible Notes
(including all accrued, but unpaid interest) was $4,616,846.
On 22 July 2022, the Company signed a Deed of Variation to the Convertible Note
Agreement to extend the maturity date of the Convertible Notes from 31 March 2023 to
22 January 2026 (Maturity Date). On 20 July 2022, the Company entered into an
amendment deed in respect of its primary secured debt facility with Macquarie Bank
Limited (Macquarie Bank) (the Macquarie Bank Facility). Which included the extension of
the maturity date of the Macquarie Bank Facility from 5 January 2023 to 20 July 2025.
The Company has entered into an amendment deed with Macquarie Bank (Macquarie
Amendment Deed) to extend the maturity date of the Macquarie Bank Facility from 20
July 2025 to 30 June 2028 among other changes, including a new $1,600,000 drawdown
facility. The Macquarie Amendment Deed is subject to the extension of the Maturity Date
of the Convertible Notes to 31 December 2028.
The Company and Peters Investments have entered into a further Deed of Variation to the
Convertible Note Agreement to amend the Maturity Date of the Convertible Notes from
22 January 2026 to 31 December 2028, subject to the Company obtaining Shareholder
approval pursuant to Resolution 1, and all statutory, third-party and regulatory approvals.
A full summary of the terms and conditions of the Convertible Notes and the Convertible
Note Agreement (assuming the Maturity Date is amended to 31 December 2028 pursuant
to Resolution 1) is set out in Schedule 1. Other than amendment of the Maturity Date, all
other terms and conditions of the Convertible Notes remain the same as those approved
by Shareholders at the annual general meeting held on 4 January 2021.
As noted in Schedule 1, the Company’s obligations in relation to the Convertible Notes is
secured by a charge over all of the assets of the Company subordinate to Macquarie
Bank’s security over all of the assets of the Company for so long as any debt remains
outstanding to Macquarie Bank. The Company and Peters Investments entered into a
general security deed for these purposes which was approved by Shareholders on 18
November 2022.
The Company is seeking Shareholder approval for the purpose of item 7 of section 611 of
the Corporations Act to allow the Company to extend the Maturity Date of the Convertible
Notes to 31 December 2028 and to issue up to 226,160,434 new Shares to Peters
Investments on Conversion of the Convertible Notes and in repayment of accrued interest
in accordance with the terms and conditions of the Convertible Notes (the Issue) which
will result in Peters Investments Pty Ltd’s voting power increasing from 30.48% to up to
54.10%.
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ASIC Regulatory Guide 74: Acquisitions approved by members states that a fresh approval
under item 7 of section 611 should be sought if:
(a) a change in circumstances happens after approval has been obtained but
before the acquisition is completed; and
(b) the change means the transaction is materially different from the one approved
by members.
This would be the case if subsequent events increased the voting power that the acquirer
would have after completion of the item 7 of section 611 acquisition, beyond the voting
power in the notice of meeting.
As the Shareholder approval obtained on 4 January 2021 approved Peters Investments
acquiring up to 49.53% voting power in the Company, and amending the Maturity Date
to 31 December 2028 may result in Peters Investments acquiring up to 54.10% voting power
in the Company, a fresh Shareholder approval under item 7 of section 611 of the
Corporations Act is being sought by the Company.
1.2 General
Resolution 1 seeks Shareholder approval for the purpose of Item 7 of section 611 of the
Corporations Act to allow the Company to issue up to 226,160,434 Shares (New Shares) to
Peters Investments on Conversion of the remaining Convertible Notes and in repayment of
accrued interest on the Convertible Notes (should the Company elect to satisfy the interest
payable by the issue of Shares). The issue of the New Shares, when aggregated with the
existing Shares held by Peters Investments, will result in Peters Investments’ voting power in
the Company increasing from 30.48% up to 54.10%.
Pursuant to Listing Rule 7.2 (Exception 8), Listing Rule 7.1 does not apply to an issue of
securities approved for the purpose of item 7 of section 611 of the Corporations Act.
Accordingly, if Shareholders approve the issue of securities pursuant to Resolution 1, the
Company will retain the flexibility to issue equity securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity
set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder
approval.
In addition, pursuant to Listing Rule 10.12 (Exception 6), Listing Rule 10.11 does not apply to
an issue of securities approved for the purpose of item 7 of section 611 of the Corporations
Act. Accordingly, Shareholder approval under Listing Rule 10.11 to issue the New Shares to
Peters Investments is not required.
1.3 Item 7 of Section 611 of the Corporations Act
(a) Section 606 of the Corporations Act – Statutory Prohibition
Pursuant to section 606(1) of the Corporations Act, a person must not acquire a
relevant interest in issued voting shares in a listed company if the person acquiring
the interest does so through a transaction in relation to securities entered into by
or on behalf of the person and because of the transaction, that person’s or
someone else’s voting power in the company increases:
(i) from 20% or below to more than 20%; or
(ii) from a starting point that is above 20% and below 90%,
(Prohibition).
(b) Voting Power
The voting power of a person in a body corporate is determined in accordance
with section 610 of the Corporations Act. The calculation of a person’s voting
power in a company involves determining the voting shares in the company in
which the person and the person’s associates have a relevant interest.
(c) Existing holdings in the Company
Peters Investments currently holds the following Shares, Options and Convertible
Notes in the Company:
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Current holdings of Peters Investments:
SHARES1 OPTIONS CONVERTIBLE NOTES2 VOTING POWER3
134,000,000 Nil 2,000,000 30.48%
Notes:
1. Fully paid ordinary Shares in the Company.
2. Convertible Notes issued in accordance with the Convertible Note Agreement, the terms
of which are set out in Schedule 1.
3. This assumes no Options currently on issue as at the date of this Notice are exercised.
(d) Associates
For the purposes of determining voting power under the Corporations Act, a
person (second person) is an “associate” of the other person (first person) if:
(i) (pursuant to section 12(2) of the Corporations Act) the first person is a
body corporate and the second person is:
(A) a body corporate the first person controls;
(B) a body corporate that controls the first person; or
(C) a body corporate that is controlled by an entity that controls
the person;
(ii) the second person has entered or proposes to enter into a relevant
agreement with the first person for the purpose of controlling or
influencing the composition of the Company’s Board or the conduct of
the company’s affairs; or
(iii) the second person is a person with whom the first person is acting or
proposes to act, in concert in relation to the Company’s affairs.
Associates are, therefore, determined as a matter of fact. For example, where a
person controls or influences the Board or the conduct of a Company’s business
affairs, or acts in concert with a person in relation to the entity’s business affairs.
(e) Relevant Interests
Section 608(1) of the Corporations Act provides that a person has a relevant
interest in securities if they:
(i) are the holder of the securities;
(ii) have the power to exercise, or control the exercise of, a right to vote
attached to the securities; or
(iii) have power to dispose of or control the exercise of a power to dispose
of, the securities.
It does not matter how remote the relevant interest is or how it arises. If two or
more people can jointly exercise one of these powers, each of them is taken to
have that power.
In addition, section 608(3) of the Corporations Act provides that a person has a
relevant interest in securities that any of the following has:
(i) a body corporate in which the person’s voting power is above 20%;
(ii) a body corporate that the person controls.
(f) Associates of Peters Investments
The Company understands that there are no associates of Peters Investments
which have a relevant interest in the Shares of the Company or will have a
relevant interest in the Shares of the Company.
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1.4 Reason Section 611 Approval is Required
Item 7 of section 611 of the Corporations Act provides an exception to the Prohibition,
whereby a person may acquire a relevant interest in a company’s voting shares with
shareholder approval.
Following the issue of the New Shares, Peters Investments will have up to a maximum
relevant interest in 360,160,434 Shares in the Company, representing 54.10% voting power
in the Company. This assumes that no other Shares are issued, or Options are exercised.
Accordingly, Resolution 1 seeks Shareholder approval for the purpose of item 7 of section
611 of the Corporations Act and all other purposes to enable the Company to issue the
New Shares.
1.5 Specific Information required by section 611 Item 7 of the Corporations Act and ASIC
Regulatory Guide 74
The following information is required to be provided to Shareholders under the
Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for Item
7 of section 611 of the Corporations Act. Shareholders are also referred to the Independent
Expert’s Report prepared by Nexia Perth Corporate Finance Pty Ltd ABN 84 009 342 661
(Nexia or Independent Expert) annexed to this Explanatory Statement.
(a) Identity of the Acquirer and its Associates
Peters Investments is an Australian proprietary limited company and investment
entity owned by prominent Australian horse-owner breeder, Bob Peters.
It is proposed that Peters Investments will be issued the New Shares as a result of
the amendment to the Maturity Date and in accordance with the terms of the
Convertible Note Agreement as set out in section 1.1 of this Explanatory
Statement.
No associates of Peters Investments currently have or will have a relevant interest
in the Company.
(b) Relevant Interest and Voting Power
(i) Relevant Interest
The relevant interests and voting power of Peters Investments in voting
shares in the Company (both current, and following the issue of the New
Shares to Peters Investments as contemplated by this Notice) are set out
in the table below:
PARTY ALL NON-ASSOCIATED PETERS
SHAREHOLDERS 1 SHAREHOLDERS INVESTMENTS
Current 439,576,589 305,576,589 134,000,000
Shareholding
Current Voting 100% 69.52% 30.48%
Power
Conversion of 665,737,023 305,576,589 360,160,434
Convertible
Notes and all
interest
accrued to
Maturity Date
Post- 100% 45.90% 54.10%
Conversion
Voting Power
Note:
1. This table assumes no further Shares are issued nor any Options currently on issue
as at the date of this Notice are exercised into Shares.
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Peters Investments does not have any contract, arrangement or
understanding relating to the controlling or influencing of the
composition of the Company’s board or the conduct of the Company’s
affairs, nor are any of those persons proposing to act in concert in
relation to the Company’s affairs.
Further details on the voting power of Peters Investments are set out in
the Independent Expert’s Report prepared by Nexia.
(ii) Summary of increases
From the above chart it can be seen that the maximum relevant interest
that Peters Investments will hold after completion of the Issue (and after
the Conversion of Convertible Notes, including all accrued interest up
to the proposed Maturity Date of 31 December 2028) is 360,160,434
Shares, and the maximum voting power that Peters Investments will hold
is 54.10%. This represents a maximum increase in voting power of 23.61%
(being the difference between 30.48% and 54.10%).
(iii) Assumptions
Note that the following assumptions have been made in calculating the
above:
(A) the Company has 439,576,589 Shares on issue as at the date
of this Notice of Meeting;
(B) the Company does not issue any additional Shares;
(C) no Options are exercised; and
(D) Peters Investments does not acquire any additional Shares in
the Company.
(c) Reasons for the proposed issue of securities
The issue of the Shares to Peters Investments will occur on the potential future
Conversion of the Convertible Notes (together with accrued interest) as a result
of the extension of the Maturity Date.
As previously disclosed by the Company, the funds raised by the Company under
the Convertible Note Agreement were to secure the Company’s position to
accelerate its growth strategy and have and will continue to be specifically
applied to:
(i) reducing existing debts owed to Macquarie Bank Limited;
(ii) facilitating fundraising and re-financing costs; and
(iii) improving the Company’s working capital position.
(d) Date of proposed issue of securities
The New Shares the subject of Resolution 1 will be issued on a date after the
Meeting to be determined by the Company and Peters Investments.
(e) Material terms of proposed issue of securities
All Shares issued as a result of the Conversion or as a result of accrued interest will
rank pari passu with the other Shares of the Company.
(f) Peters Investments’ Intentions
Other than as disclosed elsewhere in this Explanatory Statement, the Company
understands that Peters Investments:
(i) has no present intention of making any significant changes to the
business of the Company;
(ii) has no present intention to inject further capital into the Company;
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(iii) has no present intention of making changes regarding the future
employment of the present employees of the Company;
(iv) has no present intention to redeploy any fixed assets of the Company;
(v) has no present intention to transfer any property between the
Company and Peters Investments;
(vi) has no intention to change the Company’s existing policies in relation
to financial matters or dividends; and
(vii) has no intention to change the Board.
These intentions are based on information concerning the Company, its business
and the business environment which is known to Peters Investments at the date
of this document.
These present intentions may change as new information becomes available, as
circumstances change or in the light of all material information, facts and
circumstances necessary to assess the operational, commercial, taxation and
financial implications of those decisions at the relevant time.
(g) Interests and Recommendations of Directors
None of the current Board members have a material personal interest in the
outcome of Resolution 1.
(i) After carefully considering all aspects of the Independent Expert’s
Report, the Directors unanimously recommend that Shareholders vote
in favour of Resolution 1. The Directors’ recommendations are based on
the reasons outlined in Section 1.6 below.
(ii) The Directors are not aware of any other information other than as set
out in this Notice of Meeting that would be reasonably required by
Shareholders to allow them to make a decision whether it is in the best
interests of the Company to pass Resolution 1.
(h) Capital Structure
Below is a table showing the Company’s current capital structure and the
possible capital structure on completion of the Issue, and upon Conversion of the
Convertible Notes.
SHARES OPTIONS CONVERTIBLE NOTES
Balance at the date of 439,576,589 1,500,000 169,877,278
this Notice
Balance after Conversion 665,737,023 Nil Nil
of Convertible Notes and
issue of the New Shares
Assumptions:
1. no additional Shares are issued by the Company;
2. all of the Existing Options expire on their expiry date of 30 November 2026, or are exercised,
prior to the Maturity Date; and
3. all of the Convertible Notes are exercised prior to the Maturity Date.
1.6 Advantages of the Issue
The Directors are of the view that the following non-exhaustive list of advantages (which
are also set out in section 3.2 of the Independent Expert’s Report) may be relevant to a
Shareholder’s decision on how to vote on proposed Resolution 1:
(a) approval of the proposed transaction permits the extension of the Convertible
Notes and the Macquarie Bank Facility, removing the near-term repayment risk
of these liabilities and potentially reducing the immediate going concern risk;
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(b) by extending the maturity dates of the Convertible Notes and the Macquarie
Bank Facility the Company can preserve its cash balance for operational
purposes;
(c) extending the Maturity Date of the Convertible Notes allows more time for
potential changes in the market price of the Company’s Shares, which may
enhance the likelihood of future conversion of the Convertible Notes into Shares,
improving the Company’s solvency position; and
(d) Peters Investments being a substantial holder of Shares will have an interest that
is aligned with the Company.
1.7 Disadvantages of the Issue
The Directors are of the view that the following non-exhaustive list of disadvantages may
be relevant to a Shareholder’s decision on how to vote on proposed Resolution 1:
(a) the issue of the New Shares to Peters Investments will increase the voting power
of Peters Investments from 30.48% to 54.10%, reducing the voting power of non-
associated Shareholders in aggregate from 69.52% to 45.90%; and
(b) the increased shareholding of Peters Investments may reduce the liquidity of the
Company’s Shares and impact the ability for a Shareholder to liquidate their
investment;
(c) there is no guarantee that the Company’s Shares will not fall in value as a result
of the Issue; and
(d) in addition, the Independent Expert has specifically noted the following
disadvantages in section 3.2 of the Independent Expert’s Report:
(i) the proposed transaction is not fair; and
(ii) Peters Investments will potentially hold a significant interest in the
Company and dilute existing Shareholders’ collective interests in the
Company; and
(iii) The extension of the Convertible Notes may make it more challenging
for the Company to raise further capital, and may increase the financial
risk of the Company and reduce the surplus left for Shareholders.
1.8 Independent Expert’s Report
The Independent Expert's Report prepared by Nexia Perth Corporate Finance Pty Ltd (a
copy of which is attached as Annexure A to this Explanatory Statement) assesses whether
the proposed transaction contemplated by Resolution 1 are fair and reasonable to the
non-associated Shareholders of the Company.
The Independent Expert’s Report concludes that the proposed transaction contemplated
by Resolution 1 are not fair but reasonable to the non-associated Shareholders of the
Company.
Shareholders are urged to carefully read the Independent Expert’s Report to understand
the scope of the report, the methodology of the valuation and the sources of information
and assumptions made.
1.9 ASX Listing Rule 7.1 and ASX Listing Rule 10.11
Approval under Listing Rule 7.1 is not required for the issue of New Shares as approval is
being obtained for the purposes of item 7 of section 611 of the Corporations Act, which is
an exception to Listing Rule 7.1 Accordingly, the issue of the New Shares to Peters
Investments will not be included in the use of the Company’s 15% annual placement
capacity pursuant to Listing Rule 7.1.
Approval under Listing Rule 10.11 is not required for the issue of New Shares as approval is
being obtained for the purposes of item 7 of section 611 of the Corporations Act, which is
an exception to Listing Rule 10.11 (as set out in ASX Listing Rule 10.12 (Exception 6).
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1.10 Pro forma balance sheet
A pro forma balance sheet of the Company post completion of the Issue is set out in
Schedule 2.
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GLOSSARY
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the
context requires.
Board means the current board of Directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter
Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Company means The Agency Group Australia Ltd (ACN 118 913 232).
Conversion means the conversion of a Convertible Note into Shares in accordance with the
Convertible Note Agreement.
Convertible Notes means the convertible notes issued to Peters Investments Pty Ltd with the terms
and conditions set out in Schedule 1.
Conversion Notice means a notice substantially in the form contained in Schedule 2 of the
Convertible Note Agreement.
Existing Option means an Option which has been issued by the Company prior to the date of this
Notice of Meeting.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Independent Expert or Nexia means Nexia Perth Corporate Finance Pty Ltd.
Independent Expert’s Report means the Independent Expert’s Report prepared by Nexia which is
attached to this Notice as Annexure A.
Issue means the proposed issue of New Shares to Peters Investments as outlined in section 1.1 of the
Explanatory Statement.
New Share means a Share being issued by the Company pursuant to the Issue outlined in Section
1.1 and 1.2.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and
the Proxy Form.
Option means an option to acquire a Share.
Prohibition is defined in clause 1.3(a).
Resolution means the resolution set out in the Notice.
Section means a section of the Explanatory Statement.
Senior Debt means the enforceable financial obligations owed to Macquarie Bank by the Company
and its subsidiaries arising from existing secured interests pursuant to senior debt facilities advanced
by Macquarie Bank.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
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SCHEDULE 1 – TERMS AND CONDITIONS OF CONVERTIBLE NOTES
A summary of the terms and conditions of the Convertible Notes and the Convertible Note
Agreement (as amended) is set out below:
Quantum Provision of an advance and the issue of convertible securities for an
aggregate amount of up to A$6,000,000.
Face Value $1.00 per Convertible Note.
Facilitation Fee A fee of 3.0% of the amount of the Convertible Notes issued pursuant to the
Convertible Note Agreement, being an amount of $150,000. The facilitation
fee will be capitalised and added to the face value of the $5 million
advanced for the 5,000,000 Convertible Notes.
Upfront Options At the same time as paying the Facilitation Fee (in accordance with clauses
12.5(b) and 12.5(c) of the Convertible Note Agreement), the Company will
grant to Peters Investments or its nominee up to 12,000,000 Options on the
following basis:
(a) the number of Options to be issued at the same time as payment
of the Facilitation Fee shall be equal to the number of securities
the Company is able to agree to issue on the date of entry into
the Financing Documents without breaching its 15% limit under
Listing Rule 7.1 (Upfront Options);
(b) the Company agrees to issue the number of Options equal to
10,000,000 less the number of Upfront Options subject to receipt
of Shareholder approval; and
(c) the Options will have the terms and conditions set out in
Schedule 5 of the Convertible Note Agreement; and
(d) in the event that the issue of the Options requires Shareholder
approval, and the Company does not receive Shareholder
approval, the Company will, within 5 Business Days of the date
of the meeting where Shareholder approval is not obtained, pay
to the Investor an amount equal to the Black & Scholes valuation
of the Options at the time of the Shareholder meeting.
NB: as noted in Section 1.1 above, Peters Investments has exercised
these Options.
Maturity Date 31 December 2028, unless otherwise agreed in writing by the Parties.
Conversion Subject to the suspension of conversion rights provisions, the Noteholder may
convert some or all of the Convertible Notes held by the Noteholder into
Shares (including those Convertible Notes which following the occurrence
of a Redemption Event, the Noteholder has not required the Company to
redeem, at any prior to the Maturity Date by delivering to the Company :
(a) an executed Conversion Notice specifying the number of
Convertible Notes to be redeemed and converted;
(b) the Note Certificate(s) in respect of the number of Convertible
Notes to be redeemed and converted; and
(c) advising the Company in writing if the Noteholder wishes for the
interest on the Convertible Notes to be paid in cash.
Suspension of Upon the announcement of a trade sale, scheme of arrangement or
conversion rights takeover (each, a Takeover Event) by the Company, to the extent
required by the ASX Listing Rules and/or the Corporations Act the
Noteholder’s right to convert the Convertible Note will be suspended until
the earlier of:
(a) completion of the Takeover Event; and
(b) termination of the Takeover Event.
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Conversion price The lower of:
(a) $0.027; and
(b) the issue price of Shares offered under any subsequent capital
raising completed by the Company to raise over $1,000,000 on
or before the Maturity Date.
Redemption events At any time following the occurrence of a Redemption Event, the
Noteholder may require the Company to redeem some or all of the
Convertible Notes held by the Peters Investments.
Each of the following is a Redemption Event (whether or not caused by
anything outside the control of any party):
(a) on Insolvency Event (as defined in the October 2020 Convertible
Note Agreement) occurs in relation to the Company.
(b) The Company breaches its obligations under the October 2020
Convertible Note Agreement or the convertible note terms and
such breach is not remedied within 7 days of being notified of
such breach by Peters Investments.
(c) Within 20 Business Days of receiving a redemption notice and
note certificates, the Company must pay to Peters Investments
the outstanding amount for such number of Convertible Notes
being redeemed.
Redemption on If the Convertible Notes have not been redeemed or converted in
Maturity Date accordance with the Convertible Note Agreement prior to the Maturity
Date, the Company must repay the Outstanding Amount to the Investor
in cash on the Maturity Date and the Convertible Notes will be deemed
to have been redeemed by the Company on that date.
Interest Payment Means the earlier of:
Date (a) the Redemption date;
(b) the Conversion Date; or
(c) the Maturity Date.
Interest Rate Means the higher of:
(a) 8% per annum; and
(b) the interest rate of the remaining Senior Debt.
The interest will be calculated at the interest rate from 1 October 2020 to
the Maturity Date, payable on the Interest Payment Date and may be
satisfied in cash or Shares upon agreement of the Company and Peters
Investments.
Security The Company’s obligations in relation to the Convertible Notes shall be
secured by a charge over all of the assets of the Company subordinate
to Macquarie Bank’s security over all of the assets of the Company for so
long as any debt remains outstanding to Macquarie Bank.
14
SCHEDULE 2 – PRO FORMA BALANCE SHEET OF COMPANY
31/12/2024 EFFECT OF EFFECT OF
AUDIT RESOLUTION 1 - RESOLUTION 1 POST
REVIEW AT 31/12/2024 - 31/12/2028 TOTAL EFFECT
BALANCE SHEET EFFECTS $'000 $'000 $'000 EFFECT $'000
Current assets
Cash and cash equivalents 4,944 4,944
Trade and other receivables 13,679 13,679
Other current assets 1,554 1,554
Total - Current assets 20,177 0 20,177
Non-current assets
Trade and other receivables 550 550
Financial assets 896 896
Property, plant and
equipment 1,495 1,495
Right of use asset 7,664 7,664
Intangible assets 18,686 18,686
Investments accounted for
using equity method 327 327
Total - Non-current assets 29,618 0 29,618
Total assets 49,795 0 49,795
Current Liabilities
Trade and other payables 19,932 19,932
Borrowings 8,400 8,400
Financial liabilities 3,662 -3,662 (3,662) 0
Provisions - current 3,007 3,007
Leases - current 2,044 2,044
Total - Current Liabilities 37,045 (3,662) 33,383
Non-current liabilities
Provisions non-current 428 428
Leases - non current 6,733 6,733
Total - Non-current liabilities 7,161 0 7,161
Total liabilities 44,206 (3,662) 40,544
Net assets 5,589 3,662 9,251
Equity
Issued capital 44,163 4,438 1,669 6,107 50,270
Reserves 50 559 559 609
Accumulated losses (38,624) -1,335 -1,669 (3,004) (41,628)
Total - Equity 5,589 3,662 9,251
15
Shares converted 226,160,434
Price 0.027
6,106,332
Balance sheet:-
Debt 3,103
Conversion 559
3,662
31/12/2024 PRO FORMA DR CR
Accum losses 1,335
Debt 1,335
Debt 4,438
Equity - issued capital 4,438 at 2.7c
Debt ED 559
Equity - issued capital 559
31/12/2028 PRO FORMA DR CR
Accum losses 1,669
Debt 1,669
Debt 1,669
Issued capital 1,669
Note:
1. modification of convertible note and ED ignored post 31/12/2024
Conv Note Principle At
Dec-24 Dec-28 Interest Pl 6,106,332 31/12/2028
Conv Note Principle At
4,437,522 31/12/2024
1,668,810 Interest
4437522
3,102,792 Debt
559,038 ED
3,661,830 Balance Sheet
1,334,730
16
ANNEXURE A – INDEPENDENT EXPERT’S REPORT
17
The Agency Group Australia Limited
Independent Expert’s Report
and Financial Services Guide
15 July 2025
FINANCIAL SERVICES GUIDE
Dated: 15 July 2025
What is a Financial Services Guide (‘FSG’)?
This FSG is designed to help you decide whether to use any of the general financial product advice provided
by Nexia Perth Corporate Finance Pty Ltd ABN 84 009 342 661 (‘NPCF’), Australian Financial Services Licence
Number 289358 (‘AFSL’).
This FSG includes information about:
• NPCF and how they can be contacted;
• the services NPCF is authorised to provide;
• how NPCF are paid;
• any relevant associations or relationships of NPCF;
• how complaints are dealt with as well as information about internal and external dispute resolution
systems, and how you can access them; and
• the compensation arrangements that NPCF has in place.
Where you have engaged NPCF we act on your behalf when providing financial services. Where you have
not engaged NPCF, NPCF acts on behalf of our client when providing these financial services and are required
to provide you with a FSG because you receive a report or other financial services from NPCF.
Financial Services that NPCF is authorised to provide
NPCF, which holds an AFSL authorising it to provide, amongst other services, financial product advice for
securities and interests in managed investment schemes, including investor directed portfolio services, to
retail clients.
We provide financial product advice when engaged to prepare a report in relation to a transaction relating
to one of these types of financial products.
NPCF's responsibility to you
NPCF has been engaged by the directors of The Agency Group Australia Ltd (‘The Agency Group’ or the
‘Client’) to provide general financial product advice in the form of an independent expert’s report dated on
or around 15 July 2025 (‘Report’), which is to be included in the Notice of General Meeting (the ‘Notice of
Meeting’ or the ‘Document’) to be sent to The Agency Group shareholders on or around 18 July 2025.
You have not engaged NPCF directly but have received a copy of the Report because you have been provided
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NPCF is responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions
in the Report.
1
General Advice
As NPCF has been engaged by the Client, the Report only contains general advice as it has been prepared
without taking into account your personal objectives, financial situation or needs.
You should consider the appropriateness of the general advice in the Report having regard to your
circumstances before you act on the general advice contained in the Report.
You should also consider the other parts of the Document before making any decision in relation to the
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Through a variety of corporate and trust structures NPCF is controlled by and operates as part of the Nexia
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group entities (‘Nexia Perth Group’). Ms Evelyn Tan, and Ms Muranda Cornelius, both Directors and
Representatives of NPCF, have prepared this Report. The financial product advice in the Report is provided
by NPCF and not by the Nexia Perth Group.
From time to time, NPCF, the Nexia Perth Group and related entities (‘Nexia entities’) may provide
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Head of Compliance
GPO Box 2570
Perth WA 6001
If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer, Susan
Montanari, on +61 8 9463 2463 and she will assist you in documenting your complaint.
ii
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GPO Box 3, Melbourne, Victoria 3001
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Nexia Perth Corporate Finance Pty Ltd
GPO Box 2570
Perth WA 6001
iii
15 July 2025
The Directors
The Agency Group Australia Ltd
68 Milligan Street
PERTH WA 6000
Dear Sirs / Madams,
Independent Expert’s Report
1. BACKGROUND AND OUTLINE OF THE PROPOSED TRANSACTION
1.1 Background
On 4 January 2021, The Agency Group Australia Ltd (‘The Agency Group’ or the ‘Company’) received
shareholder approval to issue $5,000,000 convertible notes (the ‘Convertible Notes’) that included
12,000,000 options to Peters Investments Pty Ltd (‘Peters Investments’). The Convertible Notes and options
were issued pursuant to a convertible note agreement dated 23 October 2020 (the ‘Convertible Note
Agreement’). At the time, the terms of the existing $1,000,000 convertible notes, that were issued to Peters
Investments (along with 2,000,000 options) in May 2020, were amended to be consistent with the terms of
the $5,000,000 convertible notes. As part of the 4 January 2021 shareholder approval, shareholders
approved Peters Investments acquiring up to 49.53% voting power in the Company pursuant to the total
convertible notes and the options.
On 22 July 2022, the Company signed a deed of variation to the Convertible Note Agreement to extend the
maturity date of the Convertible Notes from 31 March 2023 to 22 January 2026. On 20 July 2022, the
Company entered into an amendment deed in respect of its primary secured debt facility with Macquarie
Bank Limited (‘Macquarie Bank’) (the ‘Macquarie Bank Facility’), which included the extension of the maturity
date of the Macquarie Bank Facility from 5 January 2023 to 20 July 2025.
As at the date of this Report, Peters Investments has converted $3,612,768 convertible notes (together with
accrued interest) into 115,621,485 Agency Group shares. In addition, Peters Investments has exercised the
12,000,000 and 2,000,000 options as well as further increasing its holding by 4,378,515 Agency Group
shares. As a result, Peters Investments currently holds 134,000,000 Agency Group shares, which equates to
30.48% of the shares on issue. As at 30 June 2025, the outstanding amount balance of the Convertible
Notes (including all accrued, but unpaid interest) was $4,616,846.
The Agency Group has entered into an amendment deed (the ‘Amendment Deed’) with Macquarie Bank to
extend the maturity date of the Macquarie Bank Facility from 20 July 2025 to 30 June 2028 among other
changes including a new $1,600,000 drawdown facility. The Amendment Deed is subject to the extension of
the maturity date of the Convertible Notes to 31 December 2028. In addition, the Company has entered into
a further deed of variation (the ‘Deed of Variation’) with Peters Investments to extend the maturity date of
the Convertible Notes from 22 January 2026 to 31 December 2028 (all other terms and conditions remain
unchanged), subject to shareholders’ approval. Amending the maturity date of the Convertible Notes to 31
December 2028 may result in the Company issuing up to 226,160,434 new Agency Group shares to Peters
Investments, resulting in Peters Investments’ voting power increasing from 30.48% to up to 54.10% (the
‘Proposed Transaction’).
As the shareholder approval obtained on 4 January 2021 approved Peters Investments acquiring up to
49.53% voting power in the Company, and amending the maturity date of the Convertible Notes to 31
December 2028 may result in the Company issuing up to 226,160,434 new Agency Group shares to Peters
Investments and Peters Investments acquiring up to 54.10% voting power in the Company, the Proposed
Transaction requires the Company to seek fresh shareholder approval under item 7 of section 611 of the
Corporations Act (‘Corporations Act’).
Accordingly, the Notice of General Meeting (‘Notice of Meeting’) contains a resolution that seeks shareholder
approval for the purpose of item 7 of section 611 of the Corporations Act to allow the Company to issue up
to 226,160,434 Agency Group shares upon the conversion of the Convertible Notes, which in addition to the
134,000,000 Agency Group shares already held, may result in Peters Investments voting power in the
Company increasing from 30.48% to up to 54.10%.
Nexia Perth Corporate Finance Pty Ltd (‘NPCF’) has been requested by the directors of the Company to
prepare an Independent Expert’s Report (the ‘Report’) in relation to the Proposed Transaction and to express
an opinion on whether the Proposed Transaction is fair and reasonable to the shareholders of The Agency
Group who are not associated with Peters Investments (the ‘Shareholders’). Our Report has been prepared
to accompany the Company’s Notice of Meeting.
All dollar amounts are in Australian dollars (‘$’, ‘A$’ or ‘AUD’) unless otherwise indicated.
1.2 Overview of the Convertible Notes
The convertible notes were initially put in place in May 2020, when Peters Investments Pty Ltd agreed to
invest in the Company through the subscription of $1,000,000 convertible notes. The convertible notes issue
also included 2,000,000 free attaching options.
On 4 January 2021, following shareholders’ approval, the Company issued a further $5,000,000 convertible
notes to Peters Investments. These convertible notes include an interest rate at the higher of 8% per annum
and the interest rate on the Macquarie Bank Facility, and are convertible into The Agency Group shares at
the lower of $0.027 per share and the issue price of shares offered under any subsequent capital raising
over $1,000,000. These convertible notes also included 12,000,000 free attaching options, exercisable at the
$0.027 per share. At the same time, the terms of the initial $1,000,000 convertible notes were amended to
be consistent with the terms of the $5,000,000 convertible notes.
Following the conversion of a portion of the convertible notes (together with accrued interest), the exercise
of the 12,000,000 and 2,000,000 options, as well as further increasing its holding in Agency Group shares,
Peters Investments currently holds 134,000,000 Agency Group shares, which equates to 30.48% of the
shares on issue. As at 30 June 2025, the outstanding balance of the Convertible Notes (including all accrued,
but unpaid interest) was $4,616,846.
The key terms and conditions of the Convertible Notes are provided in the schedule to the Notice of Meeting.
A summary of the material terms of the Convertible Notes is set out below:
Amount outstanding As at 30 June 2025 $4,616,846 (including all accrued, but unpaid interest).
Maturity Date 31 December 2028 subject to Shareholders’ approval (extended from 22 January 2026).
Interest The higher of 8% per annum and the interest rate of the Macquarie Bank Facility, to be
calculated from 1 October 2020 to the maturity date, and may be satisfied in cash or Agency
Group shares upon agreement by the Company and Peters Investments. Currently, the
interest rate is 8.00%.
Conversion Price The lower of $0.027 and the issue price of Agency Group shares offered under any
subsequent capital raising to raise over $1 million completed on or before the maturity
date.
Page | 2
Suspension of Upon the announcement of a trade sale, scheme of arrangement or takeover (each a
Conversion Right ‘Takeover Event’) by the Company, to the extent required by the ASX Listing Rules and/or
upon Takeover Event the Corporations Act, Peters Investments’ right to convert the Convertible Note will be
suspended until the earlier of the completion or the termination of the Takeover Event.
Security The Company’s obligations in relation to the Convertible Notes shall be secured by a charge
over all of the assets of the Company subordinate to Macquarie Bank’s security over all of
the assets of the Company for so long as any debt remains outstanding to Macquarie Bank.
Source: Notice of Meeting, Convertible Note Agreement and the Deed of Variation
1.3 Outline of the Proposed Transaction
At the date of this Report, Peters Investments holds an interest of 30.48% in The Agency Group’s issued
shares. If the Proposed Transaction is approved the maturity date of the Convertible Notes will be extended
from 22 January 2026 to 31 December 2028, and if the Convertible Notes are not converted until just before
their maturity date, assuming no repayments are made until that date, Peters Investments’ interest in the
Company may increase from 30.48% to 54.10%.
The table below summarises the impact of the conversion of the Convertible Notes on The Agency Group’s
issued shares and shareholdings assuming the Convertible Notes are not converted until just before their
maturity date. This analysis is based on the total Convertible Notes’ principal and interest at maturity on 31
December 2028 of $6,106,332 and a conversion price of $0.027 per share. This analysis is undertaken on
the basis that the Company issues no other shares between the date of this Report and the date of
conversion, and that Peters Investments makes no change to its equity interest in the Company other than
conversion of the Convertible Notes.
Other Peters
Total shareholders Investments
Current number of Agency Group shares 439,576,589 305,576,589 134,000,000
Current shareholding % 100.00% 69.52% 30.48%
Proposed Transaction:
Conversion of Convertible Notes and all interest accrued to
226,160,434 - 226,160,434
maturity date 1
Number of Agency Group shares after the Proposed
665,737,023 305,576,589 360,160,434
Transaction
Shareholding % after the Proposed Transaction 100.00% 45.90% 54.10%
1
Based on a total Convertible Notes’ principal and accrued interest at maturity on 31 December 2028 of $6,106,332, assuming the
Convertible Notes interest remains at the current 8.00%, and a conversion price of $0.027 per share
Source: NPCF analysis
The analysis above shows that on the conversion of the Convertible Notes at just before their maturity date,
Peters Investments’ interest in The Agency Group’s share would increase from 30.48% to 54.10% and the
other shareholders’ collective interest would decrease from 69.52% to 45.90%.
The analysis above does not take into account any additional Agency Group shares issued as a result of the
following:
• an increase of the interest rate on the Convertible Notes resulting from an increase of the Macquarie
Bank Facility interest rate beyond 8.00%; and
• a reduction in the conversion price of the Convertible Notes due to a subsequent capital raising completed
by the Company before the maturity date of the Convertible Notes.
Page | 3
Should one or more of the above events occur, this could result in a further increase in Peters Investments’
interest in the Company and further dilute the holdings of the other shareholders.
Based on the above, Peters Investments would own and have voting control in more than 50% of The Agency
Group’s shares. The directors of The Agency Group have informed us that, based on information concerning
the Company, its business and the business environment, which is known to Peters Investments at the date
of the Notice of Meeting, Peters Investments:
• has no present intention of making any significant changes to the business of the Company;
• has no present intention to inject further capital into the Company;
• has no present intention of making changes regarding the future employment of the present employees
of the Company;
• has no present intention to redeploy any fixed assets of the Company;
• has no present intention to transfer any property between the Company and Peters Investments;
• has no intention to change the Company’s existing policies in relation to financial matters or dividends;
and
• has no intention to change the Board.
2. PURPOSE OF REPORT AND BASIS OF ASSESSMENT
2.1 Purpose of Report
The purpose of this Report is to provide an opinion on whether the Proposed Transaction is fair and
reasonable to the shareholders of The Agency Group who are not associated with Peters Investments.
Section 606 of the Corporations Act prohibits any person to acquire an interest, in an Australian public
company, from below 20% to above 20% or from above 20% to under 90% without triggering a compulsory
takeover offer to all shareholders unless an exemption applies. Item 7 of section 611 of the Corporations Act
provides an exemption to this prohibition if the transaction is approved by shareholders in a general meeting.
Australian Securities and Investments Commission’s (‘ASIC’) Regulatory Guide 74 Acquisitions approved by
members (‘RG 74’) states fresh approval under Item 7 of section 611 of the Corporations Act should be
sought if:
• a change in circumstances happens after approval has been obtained but before the acquisition is
completed; and
• the change means the transaction is materially different from the one approved by members.
As the shareholder approval obtained on 4 January 2021 approved Peters Investments acquiring up to
49.53% voting power in the Company, and amending the maturity date of the Convertible Notes to 31
December 2028 may result in the Company issuing up to 226,160,434 new Agency Group shares to Peters
Investments and Peters Investments acquiring up to 54.10% voting power in the Company, the Proposed
Transaction requires the Company to seek fresh shareholder approval under item 7 of section 611 of the
Corporations Act.
Consistent with the guidelines under RG 74, the directors of The Agency Group have requested NPCF to
prepare an independent expert’s report, the purpose of which is to provide an independent opinion as to
whether or not the Proposed Transaction is fair and reasonable to the shareholders of The Agency Group
who are not associated with Peters Investments.
Page | 4
This Report is prepared in accordance with the guidance of ASIC Regulatory Guide 111 Content of expert
report (‘RG 111’), Regulatory Guide 112 Independence of experts (‘RG 112’) and Regulatory Guide 74
Acquisitions approved by members.
2.2 Basis of assessment
RG 111 provides guidance to experts on how to draft an expert report that satisfies the requirements of the
Corporations Act. RG 111 focuses on reports prepared for transactions under Chapters 2E, 5, 6 and 6A of
the Corporations Act, whether they are required by the Corporations Act or are commissioned voluntarily.
Paragraphs RG 111.24 to RG 111.28 provide guidance on control transactions to be approved under item 7
of section 611 of the Corporations Act. A control transaction, when a person acquires, or increases, a
controlling stake in a company can be achieved by a number of different legal mechanisms. The regulatory
guide states that when analysing control transactions, an expert needs to focus on the substance of the
control transaction rather than the legal mechanism.
Accordingly, paragraphs RG 111.24 and RG 111.25 state that, where share issues to be approved under item
7 of section 611 of the Corporations Act are comparable to takeover bids under Chapter 6 of the Corporations
Act, the expert should apply the analysis outlined in RG 111.10 to RG 111.17 as if it was a takeover bid under
Chapter 6. However, references to the ‘bidder’ and the ‘target’ should be taken to mean the ‘allottee’ and
‘company’ respectively.
In analysing a control transaction as if it was a takeover bid under Chapter 6 of the Corporations Act, the
expert is required to express an opinion on whether the offer is ‘fair and reasonable’ from the perspective of
non-associated members. Paragraph RG 111.10 states that the ‘fair and reasonable’ phrase is not regarded
as a compound phrase. There should be a separate assessment of whether the transaction is ‘fair’ and
‘reasonable’.
Paragraph RG 111.11 states an offer is ‘fair’ if the value of the offer price or consideration is equal to or
greater than the value of the securities, the subject of the offer. This comparison should be made assuming
a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller
acting at arm’s length. Since this will be a control transaction, assessed as if it was a takeover bid, the
comparison should also be made assuming 100% ownership of the ‘target’ and irrespective of whether the
consideration is scrip or cash.
An offer is ‘reasonable’ if it is ’fair’ but it might also be ‘reasonable’ if, despite being ‘not fair’, the expert
believes there are sufficient reasons for security holders to approve the proposed transaction.
2.3 Conduct of our assessment
We have assessed the Proposed Transaction as being:
• ‘fair’ if the value of one Agency Group share after the Proposed Transaction (on a minority basis) is equal
to or greater than the value of one Agency Group share before the Proposed Transaction (on a 100% or
controlling basis); and
• ‘reasonable’ if it is fair, or despite not being fair, after considering other significant factors, we believe
there are sufficient reasons for Shareholders to approve the Proposed Transaction, in the absence of
any alternative offers.
This engagement is conducted in accordance with Accounting Professional & Ethical Standards Board
professional standard APES 225 ‘Valuation Services’ (‘APES 225’).
Page | 5
3. SUMMARY AND OPINION
This section is a summary of our opinion and cannot substitute for a complete reading of this Report. Our
opinion should be read in conjunction with this Report in its entirety. Our opinion is based solely on
information available as at the date of this Report.
In our opinion, the Proposed Transaction is not fair but reasonable to Shareholders in the absence of other
alternatives. The principal factors that we have considered in forming our opinion are summarised below.
3.1 Assessment of Fairness of the Proposed Transaction
In determining whether or not the Proposed Transaction is fair to Shareholders, we have compared the fair
value of an Agency Group share on a control basis before the Proposed Transaction to the fair value of an
Agency Group share on a minority basis after the Proposed Transaction. This is summarised as follows.
Ref Low Preferred High
Value per The Agency Group share on a control basis before
8.1 $0.0275 $0.0325 $0.0379
the Proposed Transaction
Value per The Agency Group share on a minority basis after
9.1 $0.0210 $0.0239 $0.0273
the Proposed Transaction
Source: NPCF analysis
The analysis shows that the fair value of an Agency Group share on a minority basis after the Proposed
Transaction is less than the fair value of an Agency Group share on a control basis before the Proposed
Transaction. Therefore, we have concluded that the Proposed Transaction is not fair to
Shareholders.
3.2 Assessment of Reasonableness of the Proposed Transaction
In accordance with RG 111, a transaction is reasonable if:
• the transaction is fair; or
• despite not being fair, but considering other significant factors, there are sufficient reasons for
Shareholders to approve the Proposed Transaction, in the absence of other alternatives.
In forming our opinion, we have considered the following relevant factors (see section 11).
Advantages of the Proposed Transaction Disadvantages of the Proposed Transaction
• The approval of the Proposed Transaction permits • The Proposed Transaction is not fair;
the extension of the Convertible Notes and the • Peters Investments will potentially hold a significant
Macquarie Bank Facility, removing the near-term interest in The Agency Group and dilute existing
repayment risk of these liabilities, and potentially shareholders’ collective interests in The Agency
reducing the immediate going concern risk; Group; and
• By extending the maturity dates of the Convertible • The extension of the Convertible Notes may make it
Notes and Macquarie Bank Facility the Company can more challenging for The Agency Group to raise
preserve its cash balance for operational purposes; further capital, and may increase the financial risk of
• Extending the maturity date of the Convertible Notes The Agency Group and reduce the surplus left for
allows more time for potential changes in the market shareholders.
price of Agency Group shares, which may enhance
the likelihood of future conversion of the Convertible
Notes into Agency Group shares, improving the
Company’s solvency position; and
Page | 6
Advantages of the Proposed Transaction Disadvantages of the Proposed Transaction
• Peters Investments being a substantial holder of The
Agency Group shares will have an interest that is
aligned with the Company.
The main consequence of not approving the Proposed Transaction is the risk of the Company not being able
to continue its normal business activity due to going concern risks. As disclosed in The Agency Group’s half-
year report to 31 December 2024, the ability of The Agency Group to continue as a going concern is
principally dependent on it obtaining an extension to the Macquarie Bank Facility as well as the Company
obtaining an extension of the Convertible Notes (that is, the Proposed Transaction), amongst other factors.
Although the Proposed Transaction is not fair, after taking into account other significant factors, we have
concluded that the Proposed Transaction is reasonable.
4. LIMITATIONS
4.1 Individual shareholders’ circumstances
The ultimate decision whether to approve the Proposed Transaction should be based on each shareholder’s
own assessment of the Proposed Transaction and own assessment of their circumstances, including their
own risk profile, liquidity preference, tax position and expectations as to value and future market conditions.
We strongly recommend that shareholders consult their own professional advisers, carefully read all relevant
documentation provided, including the Notice of General Meeting, and consider their own specific
circumstances before voting in favour of or against the Proposed Transaction. If in doubt about the Proposed
Transaction or matters dealt with in this Report, shareholders should seek independent professional advice.
4.2 Limitations on reliance on information
The documents and information relied on for the purposes of this Report are set out in Appendix B. We have
considered and relied upon this information and believe that the information provided is reliable, complete
and not misleading and we have no reason to believe that documents and material facts have been withheld.
The information provided was evaluated through analysis, enquiry and review for the purpose of forming an
opinion as to whether the Proposed Transaction is fair and reasonable to the shareholders. However, we do
not warrant that our enquiries have identified or verified all of the matters which an audit or extensive
examination might disclose. We understand the accounting and other financial information that was provided
to us has been prepared in accordance with generally accepted accounting principles.
An important part of the information used in forming an opinion of the kind expressed in this Report is the
opinions and judgement of Directors and management. This type of information has also been evaluated
through analysis, enquiry and review to the extent practical. However, it must be recognised that such
information is not always capable of external verification or validation.
NPCF are not the auditors of The Agency Group. We have analysed and reviewed information provided by
the Directors and management of The Agency Group and made further enquiries where appropriate.
Preparation of this Report does not imply that we have in any way audited the accounts or records of The
Agency Group.
In forming our opinion we have assumed:
• matters such as title, compliance with laws and regulations and contracts in place are in good standing
and will remain so and that there are no material legal proceedings, other than as publicly disclosed;
Page | 7
• the information set out in the Notice of General Meeting to be sent to shareholders is complete, accurate
and fairly represented in all material respects; and
• the publicly available information relied upon by NPCF in its analysis was accurate and not misleading.
This Report has been prepared after taking into consideration the current economic and market climate. We
take no responsibility for events occurring after the date of this Report which may impact upon this Report
or which may impact upon the assumptions referred to in the Report.
Yours faithfully
Nexia Perth Corporate Finance Pty Ltd
Evelyn Tan Muranda Cornelius
Director Director
Page | 8
STRUCTURE OF REPORT
Our Report is set out under the following headings:
1. BACKGROUND AND OUTLINE OF THE PROPOSED TRANSACTION .................................................. 1
2. PURPOSE OF REPORT AND BASIS OF ASSESSMENT ...................................................................... 4
3. SUMMARY AND OPINION ............................................................................................................ 6
4. LIMITATIONS ............................................................................................................................. 7
5. OVERVIEW OF THE AGENCY GROUP AUSTRALIA LIMITED ...........................................................10
6. INDUSTRY ANALYSIS .................................................................................................................21
7. VALUATION APPROACH ..............................................................................................................23
8. VALUE OF AN AGENCY GROUP SHARE BEFORE THE PROPOSED TRANSACTION ............................25
9. VALUE OF AN AGENCY GROUP SHARE AFTER THE PROPOSED TRANSACTION ..............................35
10. ASSESSMENT OF FAIRNESS OF THE PROPOSED TRANSACTION ...................................................37
11. ASSESSMENT OF REASONABLENESS OF THE PROPOSED TRANSACTION ......................................38
12. OPINION ...................................................................................................................................40
APPENDICES
APPENDIX A – GLOSSARY..................................................................................................................41
APPENDIX B – SOURCES OF INFORMATION .......................................................................................43
APPENDIX C – STATEMENT OF DECLARATION & QUALIFICATIONS .....................................................44
APPENDIX D – VALUATION METHODOLOGIES ....................................................................................46
APPENDIX E – SUMMARY OF COMPARABLE COMPANIES .....................................................................49
Page | 9
5. OVERVIEW OF THE AGENCY GROUP AUSTRALIA LIMITED
5.1 Company history
The Agency Group Australia Limited is a public listed company headquartered in Perth, Australia (Australian
Securities Exchange (‘ASX’) code: AU1). The Agency Group originally commenced operations in 1996 as a
real estate agency in Western Australia under the name Ausnet Financial Services Ltd. On 28 December 2016,
Ausnet Financial Services Ltd listed on the ASX following a reverse acquisition of Namibian Copper Ltd. The
Company was renamed to The Agency Group Australia Limited on 12 December 2017.
Following a combination of organic and acquisition led growth, The Agency Group has a national presence
covering the ACT, New South Wales (‘NSW’), Queensland, Tasmania, Victoria and Western Australia (‘WA’).
Acquisitions since 2017 include: Sell Lease Property Pty Ltd, Value Finance Pty Ltd and Complete Settlements
Pty Ltd (in February 2018), Inglewood Estate Agency (in June 2018), Top Level Real Estate (in January 2019),
Vicus Residential, the residential sales and management division of The Vicus Property Group (in April 2018)
and Bushby & Co. (in July 2022).
In November 2022, The Agency Group announced that it had entered into a strategic alliance with MDC
Trilogy Group (‘MDC’ or ‘MDC Trilogy’) to accelerate market share growth across new and complementary
geographical areas. The alliance is underpinned by a services agreement where The Agency Group manages
property management assets purchased and owned by MDC Trilogy. The alliance facilitates all sales agents
and team members of businesses purchased by MDC Trilogy to join The Agency Group. Since the
announcement of the alliance, MDC Trilogy have purchased over 5,000 properties under management across
both NSW and Queensland, which are now managed by The Agency Group.
The organic and acquisition led growth over the last five years have contributed to growth in the number of
properties exchanged and The Agency Group’s market share, which has increased from 0.76% for financial
year ended 30 June 2020 to 1.23% for financial year ended 30 June 2024.
Number of properties exchanged and national market share
Source: The Agency Group
The Agency Group’s current group structure includes the following entities:
Page | 10
The Agency Group’s current group structure
The Agency Group Australia Ltd
ACN 118 913 232
Western Australia East Coast
100% 100% 100%
AUSNET Real Estate Services
The Agency Tasmania Pty Ltd Top Level Real Estate Pty Ltd
Pty Ltd
ACN 009 500 510 ABN 79 615 413 879
ACN 093 805 675
Move Property Solutions Pty Vision Capital Management Ltd The Agency Sales NSW Pty
The Agency Sales VIC Pty Ltd
Ltd t/a The Agency 100% 100% t/a Sell Lease Property Ltd 100% 100%
ABN 48 616 015 948
ACN 600 209 881 ACN 111 063 024 ABN 59 616 016 365
Value Partner Program Pty Ltd Agency Partners WA Pty Ltd The Agency Sales QLD Pty Ltd The Agency Marketing Pty Ltd
100% 100% 100% 100%
ACN 131 327 654 ACN 633 719 810 ABN 12 616 018 163 ACN 616 015 877
Westvalley Corporation Pty Ltd The Agency Property
AUSNET Financial Pty Ltd The Agency MDC Pty Ltd
100% 20% t/a Mortgage Finance Solutions 100% 100% Management NSW Pty Ltd
ACN 125 118 916 ACN 616 297 753
ACN 101 816 586 ACN 616 297 646
Ausnet Property Investment AUSNET Financial Planning The Agency Project Sales
The Agency Canberra Pty Ltd
Fund Pty Ltd 100% 100% Services Pty Ltd NSW Pty Ltd 100% 100%
ACN 616 016 445
ACN 141 992 681 ACN 109 525 242 ABN 70 616 018 850
Jelina Holdings Pty Ltd t/a The Agency Real Estate Pty Top Level Real Estate Sales
The Agency Strata Pty Ltd
Landmark Settlements 100% 100% Ltd Pty Ltd 100% 100%
ACN 616 016 310
Australia ACN 100 588 832 ACN 603 840 919 ACN 616 860 210
The Real Estate Group The Agency Commercial Real The Agency Auctions NSW Pty The Agency Project Sales QLD
Australia Pty Ltd 100% 100% Estate Pty Ltd Ltd 100% 100% Pty Ltd
ACN 633 748 268 ACN 619 030 116 ACN 616 016 141 ABN 61 616 015 500
Top Level Real Estate Holdings
The Agency MDC QLD Pty Ltd
Group structure legend 100% 100% Pty Ltd
ACN 616 298 161
ACN 617 021 137
Sales entities Property Management entities
Sales and Property Courtesy Real Estate (NSW)
Mortgage entities S.J. Laing & Son Pty Ltd
Management entities Pty Ltd 100% 100%
ACN 000 628 482
ACN 002 934 152
Settlement entity Project entity
Dormant or non-operating The Agency Project Sales VIC
entities Pty Ltd 100%
ACN 616 015 671
Source: The Agency Group
5.2 Business activities and operations
The Agency Group and/or its subsidiaries provide real estate services and related activities including: property
marketing, mortgage broking, settlement services and property management services to the real estate
sectors in ACT, NSW, Queensland, Tasmania, Victoria and WA.
The Agency Group’s model is a non-franchise, direct engagement model that alleviates agents of the
distractions of managing office overheads and the administrative burden associated with operating a
franchise and, instead, allows agents to focus on servicing their customers. The appeal of the model has
been a factor in Company’s success in acquiring other real estate businesses. Acquisitions since 2017 have
contributed to the Company’s rapid growth. Revenues have grown from $9.57 million for the financial year
ending 30 June 2017 to $88.0 million for the year ended 30 June 2024 (‘FY 2024’).
The Agency Group’s operations are split between real estate services, covering sales of residential property
and management of residential property, and ancillary services. The main service categories are summarised
below.
Page | 11
5.2.1 Property sales
The Company’s agents conduct sales of residential properties on behalf of property vendors under The
Agency, Sell Lease Property and Rightmove brands. With the inclusion of the sales agent gains from the MDC
Trilogy alliance, The Agency Group now has over 460 agents nationally (versus eight agents in January 2017).
During FY 2024, The Agency Group recorded 6,239 properties sold, a 9% increase from the 5,734 properties
sold in financial year ended 30 June 2023 (‘FY 2023’). In FY 2024, the value of the sales amounted to $6.4
billion in property value, compared to $5.3 billion in FY 2023. The increase in value of property sold
underpinned an 18% increase in combined gross commission income (‘GCI’), from $95.4 million in FY 2023
to $112.5 million FY 2024.
During the half-year ended 31 December 2024 (‘HY 2025’), The Agency Group recorded 3,311 properties
sold (versus 3,115 properties sold during the same period the previous year) resulting in $3.6 billion worth
of property sold for the period (versus $3.3 billion) and $60.9 million of GCI (versus $56.9 million).
The Agency Group’s historical number of properties exchanged and gross commission income are shown
below:
Number of properties exchanged Gross commission income ($ms)
Source: The Agency Group
5.2.2 Property management
Under The Agency brand this division manages residential and commercial properties on behalf of property
owners. The division operates an agent incentive model to drive performance and in turn generating stable,
recurring revenue.
Properties under management grew from zero in January 2017 to 5,355 as at 31 December 2024 (up from
5,256 as at 30 June 2024). In September 2020, the Company sold the WA rent roll comprising 1,173
properties. However, in FY 2023, the Company re-established the WA property management business, which
has grown to 797 properties under management as at 31 December 2024. The Company retained The Agency
Group’s East Coast property management business, which now consists of 4,558 properties under
management as at 31 December 2024.
As at 31 December 2024, the Company had a total management portfolio of 10,571 properties under
management. The Company owned the management rights on 5,355 of these properties under management,
which are located in NSW, Tasmania, Victoria and WA, and the Company has full profit and loss benefits on
these management rights. The remaining 5,216 properties under management are managed under service
arrangements (being mainly the alliance with MDC Trilogy).
Page | 12
5.2.3 Ancillary services
This division’s ancillary services include mortgage broking, conveyancing and settlement services. These
services provide cross-sell opportunities for the rest of the business.
In May 2024, The Agency Group announced that it had completed the sale of an 80% stake in its mortgage
broking subsidiary, Westvalley Corporation Pty Ltd trading as Mortgage & Finance Solutions Australia (‘MFSA’)
to Oxygen Capital Group Pty Ltd (‘Oxygen’) for a net cash consideration of approximately $1.1 million, and
had agreed to partner with Oxygen in a long-term collaboration. The transaction provides a significantly
expanded footprint and capability to the East Coast that wasn’t available previously. Also, the Company will
continue to benefit financially through its remaining 20% stake.
The Company also provides conveyancing and settlement services through its Landmark Settlements
business. The revenue from its settlements business has increased from $2.04 million in FY 2023 to $2.05
million in FY 2024.
5.3 Directors and key management
Below is a table of the directors and key management personnel of The Agency Group:
Name Position
Andrew Jensen Executive Chairman and Chief Operating Officer
Paul Niardone Executive Director
Adam Davey Non-Executive Director
Michael Schaper Non-Executive Director
Stuart Usher Company Secretary
5.4 Financial information
Set out below are the audited consolidated financial statements for The Agency Group Australia Limited and
its controlled entities (the ‘Group’) for the financial years ended 30 June 2022, 30 June 2023 and 30 June
2024 (‘FY 2022’, ‘FY 2023’ and ‘FY 2024’, respectively) and the Group’s reviewed consolidated financial
statements for the half-year ended 31 December 2024 (‘HY 2025’).
The audit reports for FY 2022, FY 2023 and FY 2024 were unqualified, and in its independent auditor’s review
report for HY 2025, The Agency Group’s auditors concluded that in their review, which was not an audit, they
did not become aware of any matter that made them believe that the half-year financial report of the Group
does not comply with the Corporations Act 2001.
In addition, the independent auditor’s report for FY 2024 contained key audit matters (‘KAMs’) with regards
to the carrying amount of the intangible assets (consisting of goodwill, and acquired rent rolls and trail books)
due to the significance of the balance to the Group’s financial position, and the presence of impairment
indicators and the judgement required in assessing the value-in-use of the cash generating units to which
the intangible assets relate. Also, with regards to borrowings due to the significance of the balances and with
regards to the Group’s revenue recognition due to its financial significance.
The audit report for FY 2023 contained KAMs with regards to the impairment assessment of intangible assets,
borrowings and Group’s revenue recognition for the same reasons as above. In addition, a KAM related to
financial liabilities was noted due to the significance of the balances to the Group’s financial position and the
complexities involved in assessing the terms of the agreements and accounting treatment.
The audit report for FY 2022 contained KAMs with regards to the impairment assessment of intangible assets,
borrowings, revenue recognition and financial liabilities for the same reasons as above.
Page | 13
5.4.1 Consolidated Statement of Profit or Loss and Other Comprehensive Income
Set out below is The Agency Group’s audited Consolidated Statement of Profit or Loss and Other
Comprehensive Income for FY 2022, FY 2023 and FY 2024, and reviewed Consolidated Statement of Profit
or Loss and Other Comprehensive Income for HY 2025:
Audited Audited Audited Reviewed
In $000s Note FY 2022 FY 2023 FY 2024 HY 2025
Revenue a) 72,656 76,930 87,973 48,339
Cost of sales b) (47,432) (52,684) (58,969) (32,558)
Gross Profit 25,224 24,246 29,004 15,781
Other income c) 776 2,150 2,129 404
Administrative and other expenses d) (26,263) (31,643) (35,098) (17,463)
Impairment losses recovered 400 - - -
(Loss)/profit before tax & finance costs 137 (5,247) (3,965) (1,278)
Share of profit or (loss) from equity
- - 11 27
accounted investments
Interest and finance costs (816) (1,511) (1,447) (823)
Embedded derivative non-cash financing
e) 1,140 1,351 116 (227)
gains/(costs)
(Loss)/profit before tax 461 (5,407) (5,285) (2,301)
Income tax benefit 1,127 1,086 396 -
(Loss)/profit for the year 1,588 (4,321) (4,889) (2,301)
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024,
and reviewed financial statements for the half-year ended 31 December 2024
The table above should be read in conjunction with the following notes:
a) As detailed in the table below, over the historical period from FY 2022 to FY 2024, revenue increased
primarily due to higher residential sales commission benefitting from higher GCI (which are the fees
the vendor pays for the sale of a property).
In FY 2023, negative external factors (including rising interest rates) impacted transaction volumes
across the industry. Despite this, the Company achieved a small increase in properties exchanged.
However, GCI declined by 7% to $95.4 million from $102.5 million in FY 2022 due to a higher
proportion of sales in WA combined with a reduction in average selling price across the East Coast
that resulted in a reduction in gross value of properties sold.
In FY 2024, an increase in transaction volumes along with an increased proportion of sales in higher
priced NSW contributed to an 18% increase in combined GCI to $112.5 million.
The decrease in mortgage and settlement revenue was due to: (i) lower mortgage approvals in FY
2023 following the departure of a mortgage broker from the Company’s mortgage business, and (ii)
the sale of an 80% stake in MFSA to Oxygen Capital Group. Over the period, settlement fee revenue
has grown despite the reduction in the number of settlement deals due to improved pricing in the
WA conveyancing business.
The increase in property management revenue includes the impact of the growth in the number of
properties under management following the acquisition of Bushby & Co. and the re-establishment of
the WA property management business.
For the half-year ended 31 December 2024, The Agency Group announced growth in a number of
key financial and operational metrics (including number of properties exchanged, gross value of
properties exchanged, GCI and properties under management) compared to the half-year ended 31
December 2023 (‘HY 2024’) due to ongoing geographical expansion and deeper penetration in
established markets. As a result, revenue for HY 2025 increased to $48,339k, a 10% growth versus
HY 2024 revenue of $43,927k.
Page | 14
FY 2022 FY 2023 FY 2024 HY 2025
Revenue
Residential sales commissions (in $000s) 60,682 62,996 73,267 40,852
Mortgage and settlement revenue (in $000s) 5,115 4,016 2,963 1,086
Property management revenue:
Management fees (in $000s) 5,116 7,430 8,615 4,733
Other (in $000s) 1,743 2,488 3,128 1,668
Total revenue (in $000s) 72,656 76,930 87,973 48,339
Key metrics:
Number of agents 393 399 433 464
Number of properties exchanged 5,709 5,734 6,239 3,311
Gross value of properties exchanged $5.9 billion $5.3 billion $6.4 billion $3.6 billion
Gross commission income $102.5 million $95.4 million $112.5 million $60.9 million
Properties under management - The Agency
3,469 5,018 5,256 5,355
Group owned management rights 1
Properties under management - externally owned
n/a 960 4,912 5,216
management rights 1
Mortgage approvals 464 228 105 0
Settlement deals 1,803 1,776 1,709 867
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024,
and reviewed financial statements for the half-year ended 31 December 2024
1
Properties under management as at end of financial period
b) Cost of sales comprises commission to sales agents, direct property management costs for ongoing
management of property and conveyancer related costs directly related to settlement revenue.
c) Other income includes interest income, gains on the sale of trail book, on property, plant and
equipment, on exit of a lease, and on assets disposed, gains/losses on financial assets, agent desk
fees as well as other items. Key other income items relate to a $1,579k gain on the sale of the trail
book during in FY 2023 and a $1,184k gain on the sale of assets in FY 2024.
In FY 2023, the Company sold a portion of its trail asset (consisting of the trail book, the client list,
and database), which was held by its mortgage broking subsidiary, Westvalley Corporation Pty Ltd,
for proceeds of $1,641k (plus GST), resulting in a gain on sale of $1,579k.
In FY 2024, the Company sold 80% of its shares in Westvalley Corporation Pty Ltd to Oxygen Capital
Group Pty Ltd. The Company received approximately $1.1 million in cash for the sale, resulting in a
gain on sale of $1,184k.
d) As detailed in the table below, administrative and other expenses mainly comprise advertising and
promotion expenses, computers and information technology expenses, depreciation and
amortisation, and salaries and employment costs. Note that the depreciation and amortisation
expense includes amortisation charges that largely relate to the rent roll and trail book of $3,244k,
$3,955k and $4,097k in FY 2022, FY 2023 and FY 2024, respectively.
In $000s FY 2022 FY 2023 FY 2024
Advertising and promotion expenses 2,282 3,224 3,789
Computers and information technology expenses 1,864 2,235 2,516
Consultancy fees 1,265 1,275 1,134
Depreciation and amortisation 5,440 6,469 6,426
Legal and professional fees 918 1,886 1,604
Occupancy costs 818 1,092 1,986
Salaries and employment costs 10,795 11,443 13,088
Travel and entertainment 436 737 802
Other expenses 2,445 3,282 3,753
Total administrative and other expenses 26,263 31,643 35,098
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30
June 2024, and NPCF analysis
Page | 15
e) The embedded derivative non-cash financing gains between FY 2022 and FY 2024 mainly relate to
fair value movements of the embedded derivative associated with the conversion feature of the
convertible notes.
5.4.2 Consolidated Statement of Financial Position
Set out below is The Agency Group’s audited Consolidated Statement of Financial Position as at 30 June
2022, 30 June 2023 and 30 June 2024, and reviewed Consolidated Statement of Financial Position as at 31
December 2024:
Audited Audited Audited Reviewed
In $000s Note 30 Jun 2022 30 Jun 2023 30 Jun 2024 31 Dec 2024
Current assets
Cash and cash equivalents a) 8,216 4,632 4,904 4,944
Trade and other receivables b) 11,103 12,661 14,236 13,679
Other current assets 497 575 765 1,554
Total current assets 19,816 17,868 19,905 20,177
Non-current assets
Trade and other receivables b) 145 699 631 550
Financial assets 836 1,004 896 896
Property, plant and equipment 1,936 1,781 1,499 1,495
Right of use assets c) 3,605 3,911 3,166 7,664
Intangible assets d) 21,315 24,457 20,561 18,686
Investments accounted for using equity
- - 300 327
method
Total non-current assets 27,837 31,852 27,053 29,618
Total assets 47,653 49,720 46,958 49,795
Current liabilities
Trade and other payables e) 14,918 17,199 19,413 19,932
Borrowings f) 5,000 - - 8,400
Financial liabilities g) 4,021 - 3,258 3,662
Provisions 2,472 2,698 3,250 3,007
Leases c) 1,836 1,761 1,840 2,044
Total current liabilities 28,247 21,658 27,761 37,045
Non-current liabilities
Borrowings f) - 8,400 8,400 -
Financial liabilities g) - 3,044 - -
Provisions 221 287 335 428
Leases c) 2,555 3,394 2,572 6,733
Deferred tax liabilities 230 396 - -
Total non-current liabilities 3,006 15,521 11,307 7,161
Total liabilities 31,253 37,179 39,068 44,206
Net assets 16,400 12,541 7,890 5,589
Equity
Issued capital 43,635 43,635 43,635 44,163
Reserves 890 1,032 937 50
Accumulated losses (28,125) (32,126) (36,682) (38,624)
Total equity 16,400 12,541 7,890 5,589
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024,
and reviewed financial statements for the half-year ended 31 December 2024
Page | 16
The table above should be read in conjunction with the following notes:
a) Over the reported period, cash and cash equivalents fell mainly due to lower net cash from operating
activities and payments of lease liabilities principal.
b) The majority of the Company’s receivables are commissions due on property sales. The receivables
balance has increased as a result of increasing gross commission income due to a higher number of
properties sold.
c) The Company’s right-of-use assets and their associated lease liabilities relate to properties and
printing equipment.
d) The majority of the Company’s intangible assets balance of $20,561k at 30 June 2024 consists of
carrying amount of goodwill of $12,383k (mainly related to the acquisitions of Top Level Real Estate
and Bushby & Co.) and the carrying amount of the Company’s rent roll and trail book of $7,408k.
e) As at 30 June 2024, trade and other payables of $19,413k included: trade payables of $3,018k,
employee remuneration payable (commissions) of $5,843k, payroll tax, GST and PAYG payables of
$4,454k, superannuation payable of $234k, and sundry creditors and accrued expenses payables of
$5,864k.
f) Borrowings relate to the loan agreement with Macquarie Bank. In July 2022, the loan agreement was
amended and the loan amount increased from $5,000k to $8,400k. The loan currently matures on
20 July 2025.
As detailed in section 1.1, The Agency Group has entered into the Amendment Deed with Macquarie
Bank to extend the maturity date of the Macquarie Bank Facility from 20 July 2025 to 30 June 2028
among other changes including a new $1,600k drawdown facility, which increases the Macquarie
Bank Facility to $10,000k. The Amendment Deed is subject to the extension of the maturity date of
the Convertible Notes to 31 December 2028.
g) Financial liabilities relate to the Convertible Notes held by Peters Investments. The carrying amount
of the Convertible Notes is based on the aggregate of a debt component and the value of the
derivative financial liability conversion option.
In July 2022, a deed of variation was agreed to extend the maturity date of the Convertible Notes.
Currently, unless converted to shares, the Convertible Notes will be repaid on the earlier of 22
January 2026 or when all amounts owing to Macquarie Bank have been repaid. Subject to
shareholders’ approval, the maturity date of the Convertible Notes will be amended to 31 December
2028.
5.4.3 Consolidated Statement of Cash Flows
Set out below is The Agency Group’s audited Consolidated Statement of Cash Flows for FY 2022, FY 2023
and FY 2024, and reviewed Consolidated Statement of Cash Flows for HY 2025:
Audited Audited Audited Reviewed
In $000s FY 2022 FY 2023 FY 2024 HY 2025
Cash flows from operating activities
Receipts from customers 78,861 80,705 91,232 49,858
Payments to suppliers and employees (71,827) (80,431) (88,425) (47,742)
Interest received 37 48 10 9
Finance costs (471) (761) (723) (344)
Net cash (used in)/provided by
6,600 (439) 2,094 1,781
operating activities
Cash flows from investing activities
Purchase of property, plant and equipment (965) (451) (284) (173)
Deposit for bank guarantees (11) (148) 13 -
Purchase of intangibles (319) (586) (201) (205)
Page | 17
Audited Audited Audited Reviewed
In $000s FY 2022 FY 2023 FY 2024 HY 2025
Loans to other entities (715) (156) (65) (32)
Net cash received on disposal of asset 486 1,642 - -
Net cash received on disposal of a subsidiary - - 1,086 -
Payment for acquisition of subsidiary, net of
- (4,375) - -
cash acquired
Proceeds from disposal of shares via buyback - - 84 -
Net cash (used in) investing activities (1,524) (4,074) 633 (410)
Cash flows from financing activities
Proceeds from borrowings - 3,400 - -
Payment of principal portion of lease
(1,956) (2,471) (2,455) (1,331)
liabilities
Net cash provided by/(used in) in
(1,956) 929 (2,455) (1,331)
financing activities
Net (decrease)/increase in cash and cash
3,120 (3,584) 272 40
equivalents held
Cash and cash equivalents at the beginning
5,096 8,216 4,632 4,904
of the period
Cash and cash equivalents at the end of
8,216 4,632 4,904 4,944
the period
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024,
and reviewed financial statements for the half-year ended 31 December 2024
5.5 Capital structure and ownership
5.5.1 Capital structure
The Agency Group’s issued capital as at the following dates is detailed in the table below:
• at 31 December 2024, being The Agency Group’s latest financial half-year end;
• at 7 July 2025, for illustrative purposes, being before the Proposed Transaction; and
• after the Proposed Transaction, based on 226,160,434 The Agency Group shares being issued to Peters
Investments following the conversion of the Convertible Notes.
After Proposed
31 Dec 2024 7 July 2025 Transaction
Fully paid ordinary shares 439,575,921 439,576,589 665,737,023
Unlisted options 1,500,000 1,500,000 1,500,000
Source: The Agency Group’s 31 December 2024 reviewed financial statements, The Agency Group’s securities register as at 7 July 2025
and NPCF analysis
5.5.2 Fully paid ordinary shares
The Agency Group’s issued capital as at 7 July 2025 included 439,576,589 fully paid ordinary shares. The top
20 ranked shareholders, based on the aggregation of holdings of related entities, hold 78.84% of the issued
capital of The Agency Group as set out below:
Page | 18
Shareholder Shareholding %
Peters Investments Pty Ltd 134,000,000 30.48%
Ben Collier Investments Pty Ltd <Ben Collier Investments P/L> 27,060,515 6.16%
Mak Property Group Pty Ltd <Mak A/C> 25,690,547 5.84%
Teldar Real Estate Pty Ltd (aggregated) 24,804,398 5.64%
1800Homeloans Pty Ltd (aggregated) 19,706,006 4.48%
Semc 2 Pty Limited (aggregated) 18,952,369 4.31%
Hanzheng Ksw Pty Ltd <Hanzheng Ksw Unit A/C> 16,666,667 3.79%
Trindis Pty Ltd 14,303,184 3.25%
Trilogy Services Pty Ltd <Trilogy Services A/C> 7,692,308 1.75%
Irwin David Klotz 7,314,032 1.66%
Dawney & Co Ltd 7,093,011 1.61%
Coast Equity Pty Ltd <The Fogarty Super Fund A/C> 6,236,414 1.42%
Smats Consortium Pty Ltd 5,643,493 1.28%
Richard Raymond Keel <Keel Investment A/C> 5,500,000 1.25%
Martianne Pty Ltd <Crabb Family Invest No 2 A/C> 5,000,000 1.14%
Subodh Raja Kode 4,887,088 1.11%
Profess Investments Pty Ltd <Brutus Superannuation A/C> 4,886,026 1.11%
Clinton James Quay 4,862,000 1.11%
Big Leap Super Pty Ltd <Big Leap Super A/C> 3,536,976 0.80%
Christopher Charles 2,713,711 0.62%
Top 20 shareholders 346,548,745 78.84%
Other shareholders 93,027,844 21.16%
Total shareholders 439,576,589 100.00%
Source: The Agency Group’s securities register as at 7 July 2025
5.5.3 Shareholders by size of shareholding
The table below summarises The Agency Group’s current shareholders by size of shareholding as at 7 July
2025:
% of issued
Holding ranges Holders Total units share capital
above 0 up to and including 1,000 206 34,082 0.01%
above 1,000 up to and including 5,000 97 268,272 0.06%
above 5,000 up to and including 10,000 88 675,936 0.15%
above 10,000 up to and including 100,000 282 10,836,419 2.47%
above 100,000 168 427,761,880 97.31%
Total 841 439,576,589 100.00%
Source: The Agency Group’s securities register as at 7 July 2025
5.5.4 Unlisted options
The Agency Group’s issued capital as at 7 July 2025 included 1,500,000 unlisted options. The unlisted options
and the holders are set out below:
Exercise Grant Expiry Number of
Option holder price date date options
Hawera Pty Ltd <The Bailey Family A/C> $0.050 30-Nov-23 30-Nov-26 600,000
Peter Darren Russell $0.050 30-Nov-23 30-Nov-26 600,000
Sabre Power Systems Pty Ltd $0.050 30-Nov-23 30-Nov-26 300,000
Total unlisted options 1,500,000
Source: The Agency Group’s securities register as at 7 July 2025
Given that The Agency Group’s shares closed at $0.023 per share on 7 July 2025, which is around the date
of this Report, the unlisted options in The Agency Group are out-the-money as at the date of this Report.
Page | 19
5.6 Share price and volume trading analysis
The following chart provides a summary of the prices and trading volumes for The Agency Group’s shares
for the three years to 30 June 2025:
The Agency Group shares – closing price and daily volume
Source: S&P Capital IQ Pro and NPCF analysis
The chart above shows that over the three years to 30 June 2025, the closing price of an Agency Group
share has traded within a range of $0.016 to $0.045, with a closing price of $0.021 on 30 June 2025.
The Agency Group’s share price high and lows, volumes traded and volume weighted average price (‘VWAP’)
during various trading day periods prior to 30 June 2025 are summarised in the table below:
Period to Share price Share price Cumulative Shares traded Shares traded
30 June 2025 low high volume traded VWAP as % of capital % per week
1 trading day $0.021 $0.021 75,000 $0.021 0.02% 0.09%
7 trading days $0.019 $0.022 1,954,353 $0.021 0.44% 0.32%
30 trading days $0.016 $0.022 16,191,885 $0.018 3.68% 0.61%
60 trading days $0.016 $0.022 18,815,033 $0.019 4.28% 0.36%
90 trading days $0.016 $0.022 20,052,765 $0.019 4.56% 0.25%
180 trading days $0.016 $0.029 27,549,080 $0.019 6.30% 0.17%
Source: S&P Capital IQ Pro and NPCF analysis
As shown above, the average number of The Agency Group shares traded per week as a percentage of
shares issued ranged from 0.17% to 0.61% over the various periods, suggesting that there has been a low
level of liquidity in The Agency Group shares.
Page | 20
6. INDUSTRY ANALYSIS
6.1 Real estate services industry overview
Our real estate services industry overview is based on IBISWorld’s Real Estate Services in Australia Industry
Report dated January 2025.
6.1.1 Introduction
The real estate services industry includes operators that mainly appraise, purchase, sell (by auction or private
treaty), manage or rent residential property, commercial property or a combination of the two. IBISWorld
segments industry revenue by products and services, and major markets as follows:
Products and Services Segmentation Major Markets Segmentation
2025 Industry Revenue: $30.4 billion 2025 Industry Revenue: $30.4 billion
Property sales, where real estate agents facilitate Household owner-occupiers use real estate services
residential and commercial property sales, primarily to organise and complete transactions for their homes. In
earning through commissions as a percentage of the final recent years, climbing residential housing prices have
sale price, represents the largest share of industry dampened affordability, leading to this market shrinking.
revenue. Investors buy Australian real estate to generate passive
Property leasing, where real estate agents earn income through leasing. Foreign investor interest in
commissions from finding tenants to lease properties, has Australian real estate has lifted revenue from investors.
increased its share of industry revenue due to lower Commercial businesses use real estate services to
vacancy rates for rental properties and rising house prices consult on purchases or sales of commercial properties,
putting upwards pressure on residential rent prices. help facilitate property sales, manage property
Property management involves managing lease maintenance or secure tenants for large commercial
agreements, property inspections, rental reviews and buildings. Reduced business confidence is dampening
tenant relocations. revenue from commercial businesses.
Source: IBISWorld
6.1.2 Real estate services industry current performance
The real estate services industry’s performance has fluctuated in recent years, influenced by rising house
prices, climbing interest rates and volatility in the number of dwelling transfers. Interest rate increases after
the pandemic (to control inflation) led to a slump in mortgage affordability and consumer sentiment, which
significantly dampened the number of dwelling transfers, reducing demand for real estate services and
industry revenue.
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However, during the past two years, there has been a resurgence in dwelling transfers and demand for real
estate services. Buyers have chosen to enter the market rather than wait for anticipated interest rate cuts
because they fear missing out on anticipated price increases. Property prices have elevated because of
housing supply issues, global material shortages and increased migration, and as real estate agents earn
commissions based on a property’s selling price, climbing house prices have buoyed revenue for real estate
agents.
Regarding the residential rental market, a post-pandemic surge in migration has spurred the rental market,
decreasing vacancy rates in major cities. Also, with higher property prices making homeownership less
affordable, many people are turning to the private rental market. This shift benefits real estate agents who
offer residential property and leasing management services.
The office real estate rental market has been negatively impacted by remote working trends. Office vacancy
rates in major cities like Melbourne and Sydney have jumped. However, other cities like Perth and Adelaide
have seen growth in office occupancy rates, although these rates are yet to return to pre-pandemic levels.
The key growth sectors, like residential leasing, are driving new entrants into the real estate services industry
in recent years. Price-led growth is attractive for new entrants, mitigating against market share concentration.
IBISWorld note that the industry exhibits low market share concentration, comprising many small,
independent operators. Geographically, the industry is concentrated in the populous eastern states of New
South Wales, Queensland and Victoria.
IBISWorld have assessed industrywide revenue in the year to June 2025 to total $30.4 billion, which
represents an annual growth of 0.9%, but an annualised fall of 1.4% over the past five years (to June 2025).
Industry profit margins expanded after the pandemic because of increased housing prices before tightening
in 2022-23 following interest rate hikes.
6.1.3 Real estate services industry outlook
IBISWorld forecast steady growth for Australia's real estate sector over the next five years. Increases in
population will sustain high demand for both buying and renting residences. The number of Australians aged
30 to 40 has reached an all-time high and with the average age for first-time homebuyers being around 35,
the abundance of people in the 30 to 40 age group bodes well for the housing market and real estate agents.
Although housing unaffordability is forecast to reduce homeownership, prompting agencies to pivot towards
servicing an expanding rental market.
With rising urban living costs making the cities less attainable for many, people will be encouraged to migrate
towards more affordable regional locations. Combined with many companies adopting flexible work
arrangements, individuals have greater freedom to move away from big cities without compromising their
employment opportunities. Therefore, making regional areas more attractive. IBISWorld comment that these
demographic shifts will necessitate a strategic change for real estate providers, which must adapt by
enhancing services and infrastructure to support growing regional populations and that the real estate service
providers that make early inroads into these areas will be able to capitalise on lower competition.
IBISWorld forecast industry revenue to rise at an annualised 1.4% over the five years to June 2030 to total
$32.6 billion.
6.1.4 Real estate services industry financial performance
The chart below shows IBISWorld’s assessment of historical and forecast industry revenue, and historical
profit margins:
Page | 22
Historical and forecast industry revenue, and historical profit margins (%)
Source: IBISWorld
7. VALUATION APPROACH
7.1 Definition of market value
Our valuation approach is based upon the guidance of RG 111. In forming our opinion as to whether or not
the Proposed Transaction is fair to Shareholders, we have compared the fair value of an Agency Group share
on a control basis before the Proposed Transaction to the fair value of an Agency Group share on a minority
basis after the Proposed Transaction. RG 111 defines fair value as the amount ‘assuming a knowledgeable
and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s
length...’.
7.2 Selection of valuation methodology
RG 111 provides guidance on the valuation methods that an independent expert should consider. These
methods include:
• the discounted cash flow method and the estimated realisable value of any surplus assets (the ‘discounted
cash flow methodology’);
• the application of earnings multiples (appropriate to the business or industry in which the entity operates)
to the estimated future maintainable earnings or cash flows of the entity, added to the estimated
realisable value of any surplus assets (the ‘capitalisation of earnings methodology’);
• the amount that would be available for distribution to security holders on an orderly realisation of assets
(the ‘realisation of asset methodology’);
• the quoted price for listed securities, when there is a liquid and active market and allowing for the fact
that the quoted price may not reflect their value, should 100% of the securities be available for sale
(‘quoted market price methodology’);
• any recent genuine offers received by the target for the entire business, or any business units or assets
as a basis for valuation of those business units or assets; and
• the amount that an alternative bidder might be willing to offer if all the securities in the target were
available for purchase.
The above are covered in more detail in Appendix D to this Report. Each methodology is appropriate in
certain circumstances. The decision as to which methodology to apply generally depends on the nature of
the asset being valued, the methodology most commonly applied in valuing such an asset and the availability
of appropriate information. It is possible for a combination of different methodologies to be used together to
determine an overall value.
Page | 23
7.3 Valuation approach used to value an Agency Group share before the Proposed
Transaction
In determining the fair value of an Agency Group share before the Proposed Transaction, we have applied
the sum-of-parts methodology based on the aggregation of the fair market values of the various assets and
liabilities of the Company, where different valuation methodologies may be adopted for different assets.
Using the sum-of-parts methodology, The Agency Group’s portfolio of properties under management (‘the
rent rolls’) is valued separately from the rest of the business, on the basis that the rent rolls can be separately
sold.
In applying the sum-of-parts methodology to value an Agency Group share, we aggregated the value of the
rent rolls with the enterprise value of The Agency Group’s remaining business (using the capitalisation of
earnings approach and multiplying future maintainable earnings by an appropriate earnings multiple) and
deducted the value of the property management segment’s share of administrative and other expenses that
The Agency Group does not allocate by segment to determine the enterprise value. Then, we added the
value of any surplus assets, deducted the value of any surplus liabilities and deducted debt to determine the
equity value. The equity value is then divided by the number of The Agency Group shares outstanding.
As a secondary approach, we performed a trading history analysis of the quoted market prices of The Agency
Group’s shares prior to the announcement of the Proposed Transaction and compared it (after applying a
control premium to the share price) with the value we obtained using the sum-of-parts methodology.
We consider the sum-of-parts and quoted market price to be the most appropriate methodologies as:
• the sum-of-parts methodology was deemed appropriate given the profile of The Agency Group’s revenues
across the different business segments and diversification benefits of operating a national business. The
Agency Group’s revenues consist of sales commissions on property exchanges, settlement services fees,
mortgage broking fees and property management services fees. Revenues from sales commissions and
settlement services fees are more transactional in nature. On the other hand, revenues from mortgage
broking fees and property management services fees are contractual and over a period of time.
The Agency Group’s property management services involve managing a portfolio of properties or rent
rolls. In the real estate services industry, the sale of rent rolls between real estate agents is not
uncommon, therefore a value can be separately attributed to the Company’s rent rolls;
• the quoted market price methodology is also relevant for The Agency Group because its shares are listed
on the ASX, meaning there is a regulated and observable market where The Agency Group’s shares can
be traded, and from where we can analyse historical prices for The Agency Group shares. However, we
consider this as a secondary cross-check approach due to the relatively low level of liquidity in The
Agency Group shares; and
• we are not aware of any offers for The Agency Group that could be utilised as a comparison to the
valuation under the sum-of-parts methodology.
7.4 Valuation approach used to value an Agency Group share after the Proposed Transaction
In determining the value of an Agency Group share after the Proposed Transaction (on a minority basis), we
also applied the sum-of-parts methodology and adjusted the value of an Agency Group share before the
Proposed Transaction (on a control basis) to reflect the conversion of the Convertible Notes, based on the
aggregate of the current outstanding Convertible Notes balance and the estimated interest that will accrue
up until the proposed new maturity date of 31 December 2028, and the issuance of new Agency Group
shares to Peters Investments.
Page | 24
8. VALUE OF AN AGENCY GROUP SHARE BEFORE THE PROPOSED TRANSACTION
In determining the fair value of an Agency Group share on a control basis before the Proposed Transaction,
we considered the sum-of-parts methodology as our primary valuation methodology and the quoted market
price methodology as our secondary valuation methodology.
8.1 Value per The Agency Group share before the Proposed Transaction
The value of an Agency Group share on a control basis before the Proposed Transaction is set out below:
Ref Low Preferred High
Value per The Agency Group share on a control basis before
8.2 $0.0275 $0.0325 $0.0379
the Proposed Transaction
Source: NPCF analysis
The following sections set out the basis upon which we have arrived at our valuation.
8.2 Value per The Agency Group share on a control basis using the sum-of-parts
methodology
Assessing the value of an Agency Group share using the sum-of-parts methodology involved the following
steps:
• aggregating the value of the rent rolls and the enterprise value of The Agency Group’s segments
excluding the property management segment (using the capitalisation of earnings approach). Then,
adjusting the aggregated amount by the estimated present value of the property management segment’s
share of administrative and other expenses that The Agency Group does not allocate by segment to
determine The Agency Group’s estimated enterprise value;
• adding/deducting the value of any surplus assets/liabilities The Agency Group has as well as deducting
debt to determine The Agency Group’s estimated equity value; and
• dividing the estimated equity value by the number of Agency Group shares outstanding.
The value of an Agency Group share based on the sum-of-parts methodology is as follows:
In $000s Ref Low Preferred High
Value of The Agency Group’s rent rolls as at 30 June 2025 8.2.1 36,320 36,320 36,320
Enterprise value of The Agency Group’s segments excluding
8.2.2 14,310 16,520 18,880
the property management segment
Present value of the property management segment’s share
8.2.3 (16,589) (16,589) (16,589)
of unallocated administrative and other expenses
Estimated enterprise value of The Agency Group 34,041 36,251 38,611
Less The Agency Group debt as at 30 June 2025 8.2.4 (21,965) (21,965) (21,965)
Estimated equity value of The Agency Group on a
12,076 14,286 16,646
control basis
Total number of The Agency Group shares outstanding
5.5.1 439,577 439,577 439,577
before the Proposed Transaction (in 000s)
Value per The Agency Group share on a control basis
$0.0275 $0.0325 $0.0379
before the Proposed Transaction
Source: NPCF analysis
Page | 25
8.2.1 Value of The Agency Group’s rent rolls
As disclosed in the Company’s annual report for the year ended 30 June 2024, the Company obtained an
independent professional valuation of the rent rolls, which indicated the market value of these property
management assets rights to be around $36.32 million. We understand from management that an updated
valuation was completed on or around 30 June 2025 and the indicated market value was not dissimilar.
In general, the valuation methods applied to form an opinion of the value of the rent rolls include the
multiplier approach and a comparable sales/market approach analysis. The multiplier approach estimates the
value of the rent rolls by multiplying the management fees received by the business each year by a multiplier
of earnings. The multiplier approach is a generally acceptable method to value the rent rolls, which is in line
with industry practice. As a secondary approach, a direct comparison is undertaken on the basis of the total
purchase price of sales of similar rent rolls expressed as a dollar amount. This approach is considered to be
slightly subjective, given the variability of what makes up the rent rolls.
Based on the above, the value of The Agency Group’s rent rolls is estimated to be $36.32 million.
8.2.2 Assessment of the enterprise value of The Agency Group’s segments excluding the property
management segment using capitalisation of earnings approach
Assessing the enterprise value of The Agency Group’s segments excluding the property management
segment using the capitalisation of earnings methodology involved the following steps:
• estimating the future maintainable EBITDA of The Agency Group’s segments excluding the property
management segment; and
• applying an EBITDA multiple to the estimated future maintainable EBITDA of The Agency Group’s
segments excluding the property management segment to obtain the estimated enterprise value for The
Agency Group’s segments excluding the property management segment.
The estimated enterprise value of The Agency Group’s segments excluding the property management
segment based on the capitalisation of earnings methodology is as follows:
In $000s Low Preferred High
Estimated maintainable EBITDA of The Agency Group’s segments
8.2.2.1 2,700 2,950 3,200
excluding the property management segment
EBITDA multiple applied 8.2.2.2 5.30x 5.60x 5.90x
Estimated enterprise value of The Agency Group’s
14,310 16,520 18,880
segments excluding the property management segment
Source: NPCF analysis
Therefore, our estimated enterprise value of The Agency Group’s segments excluding the property
management segment is between $14,310k and $18,880k with a preferred value of $16,520 k.
8.2.2.1 Assessment of maintainable EBITDA of The Agency Group’s segments excluding the property
management segment
To determine the maintainable EBITDA of The Agency Group’s segments excluding the property management
segment, we first assessed The Agency Group’s future maintainable EBITDA. Then, we excluded the financial
results related to the property management segment as the estimated value of the property management
segment has been separately considered in sections 8.2.1 and 8.2.3.
Page | 26
Assessment of The Agency Group’s maintainable EBITDA
To determine The Agency Group’s maintainable EBITDA, we assessed revenue, gross profit, administrative
and other expenses, and EBITDA during the financial years ending 30 June 2020 to 30 June 2024 and the
half-year ending 31 December 2024, and for the forecast year ending 30 June 2025 using a combination of
actual results for the 10 months to 30 April 2025 and the forecast for the remaining two months of the year.
Revenue analysis
Historically, The Agency Group had experienced strong revenue growth, largely due to increasing revenue
related to residential sales commissions. As shown in section 5.2.1, except for FY 2023, residential sales
gross commission income has grown year-on-year as a result of increases in the number of the properties
exchanged and the total value of properties exchanged. This growth has been supported by the recruitment
of sales agents and strategic regional expansion, such as into the ACT market as well as Tasmania following
the July 2022 acquisition of Bushby & Co Pty Ltd.
Residential sales commissions continued to grow during the half-year to 31 December 2024, including the
contribution of agent recruitment and retention, with growth (versus the half-year to 31 December 2023) in
the number of properties exchanged and the gross value of the properties exchanged. Currently, revenues
from residential sales commissions represent approximately 85% of the Company’s total revenues.
Residential and commercial property management services are the second largest contributor to the
Company’s revenues. Changes in historical revenues relate to the number of properties under management.
The number of properties under management was impacted by the sale of Western Australia rent roll business
in late 2020, but recovered in FY 2023, including the addition of Bushby & Co Pty Ltd’s properties under
management and the recommencement of property management services in Western Australia. In recent
periods, revenues from property management services have represented approximately 13% of the
Company’s total revenues.
Historical revenue from the ancillary mortgage and settlements service segment remained relatively stable,
between approximately $4.5 million and $5 million per annum. However, revenues fell in FY 2023 due to
reduced number of home loan approvals within the mortgage broking segment following the sale of a portion
of the mortgage trail book to a departing mortgage broker, and in FY 2024 following the sale of an 80%
stake in MFSA to Oxygen (detailed in section 5.2.3).
The Agency Group’s revenue by segment and share of revenue by segment for the financial years ended 30
June 2020 (‘FY 2020’), 30 June 2021 (‘FY 2021’), 30 June 2022, 30 June 2023 and 30 June 2024, and the
half-years ended 31 December 2023 and 31 December 2024 are shown in the charts below.
Revenue by segment (in $000s) Share of revenue by segment (in %)
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2021 to 30 June 2024, and reviewed
financial statements for the half-year ended 31 December 2024, and NPCF analysis
Page | 27
The historical key metrics relating to the residential sales and property management segments are shown in
the table below.
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 HY 2024 HY 2025
Number of agents 283 308 393 399 433 411 464
Number of properties exchanged 3,147 4,964 5,709 5,734 6,239 3,115 3,311
Gross value of properties exchanged $2.9bn $4.8bn $5.9bn $5.3bn $6.4bn $3.3bn $3.6bn
Gross commission income $47.9m $80.7m $102.5m $95.4m $112.5m $56.9m $60.9m
Properties under management - The Agency
4,838 3,517 3,469 5,018 5,256 5,089 5,355
Group owned management rights 1
Properties under management - externally
- - n/a 960 4,912 5,003 5,216
owned management rights 1
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2021 to 30 June 2024, and reviewed
financial statements for the half-year ended 31 December 2024
1
Properties under management as at end of financial period
Gross profit analysis
Our assessment of gross profit only relates to the periods from the financial year ending 30 June 2022
onwards since gross profit was not reported in the audited accounts prior to then. To supplement our analysis
management provided us with an unaudited analysis of profit and loss by segment. The table below details
The Agency Group’s audited revenue, cost of sales, gross profit and gross profit margin, and the unaudited
gross profit margin by segment for FY 2022, FY 2023, FY 2024 and HY 2025.
In $000s Ref FY 2022 FY 2023 FY 2024 HY 2025
Revenue 5.4.1 72,656 76,930 87,973 48,339
Cost of sales 5.4.1 (47,432) (52,684) (58,969) (32,558)
Gross profit 5.4.1 25,224 24,246 29,004 15,781
Gross profit margin 34.7% 31.5% 33.0% 32.6%
Gross profit margin by segment:
Residential sales 31.2% 27.5% 29.0% 29.4%
Mortgage and settlement 58.3% 60.8% 64.9% 60.6%
Property management 40.1% 44.4% 55.0% 54.5%
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024,
and reviewed financial statements for the half-year ended 31 December 2024, The Agency Group and NPCF analysis
Between FY 2022 and FY 2024, the main movements in historical gross profit and gross profit margins relate
to the gross profit from residential sales falling in FY 2023, then increasing in FY 2024, and the gross profit
from property management services growing throughout.
During the financial period detailed above, the residential sales market was impacted by a range of negative
external factors, most notably rising interest rates (starting in May 2022 and ending in November 2023) and
its adverse impact on home values. The impact of the interest rate rises was mainly felt by The Agency
Group’s residential sales segment. In FY 2023, a 7% reduction in GCI to $95.4 million (from $102.5 million
in FY 2022) was the result of a higher proportion of sales in Western Australia combined with a reduction in
average selling price across the East Coast that resulted in a reduction in gross value of properties exchanged
(to $5.3 billion in FY 2023 from $5.9 billion in FY 2022) and a 10% reduction in average selling price.
In FY 2023, despite the fall in GCI, revenues from residential sales grew to $62,996k (from $60,682k in FY
2022). However, due to the higher proportion of sales in Western Australia and the reduction in average
selling price across the East Coast, both the gross profit and gross profit margin from residential sales fell in
FY 2023. We note that in Western Australia sales agents are predominantly payroll agents and, as recognition
of revenue is dependent on the engagement mechanism of the agent, a sale by a payroll agent will result in
revenue equal to GCI, with an agent commission an expense in cost of sales. Whereas, in the East Coast
Page | 28
sales agents are predominantly non-payroll independent contractor agents and revenue is equal to The
Agency Group’s share of GCI and there is no cost of sale expense related to the non-payroll agent.
In FY 2024, an increased share of sales from higher value eastern seaboard markets (including NSW share
of exchanges representing 26.2% of The Agency Group’s FY 2024 exchanges versus 21.9% in FY 2023), and
the consequently higher average selling prices, contributed to an improvement in gross profit margin from
the residential sales segment.
Between FY 2022 and FY 2024, gross profit and gross profit margin from the property management segment
increased due to the continued growth in the number of properties under management, which enabled the
Company to take advantage of the operating leverage within its existing resource base.
Administrative and other expenses analysis
To assess administrative and other expenses and their impact on the Company’s EBITDA we determined the
value of administrative and other expenses excluding the specific non-cash and significant items that were
reported in the Company’s annual and interim financial reports.
The table below details The Agency Group’s reported revenue, cost of sales and gross profit as per its annual
and interim reports. We have adjusted reported other income and administrative and other expenses to
remove the impact of the specific non-cash and significant items reported in the Company’s annual and
interim financial reports. This approach allows us to present a calculation of the EBITDA, that is consistent
with the level of EBITDA reported in the Company’s annual and interim financial reports, but presenting
administrative and other expenses that do not include any of the specific non-cash and significant items.
In $000s Ref FY 2022 FY 2023 FY 2024 HY 2025
Revenue 5.4.1 72,656 76,930 87,973 48,339
Cost of sales 5.4.1 (47,432) (52,684) (58,969) (32,558)
Gross profit 5.4.1 25,224 24,246 29,004 15,781
Adjusted other income 611 583 670 330
Adjusted administrative and other expenses (20,148) (23,927) (28,066) (14,218)
EBITDA 5,687 902 1,608 1,893
Gross profit margin 34.7% 31.5% 33.0% 32.6%
Adjusted other income as % of revenue 0.8% 0.8% 0.8% 0.7%
Adjusted administrative and other expenses
27.7% 31.1% 31.9% 29.4%
as % of revenue
EBITDA margin 7.8% 1.2% 1.8% 3.9%
Source: The Agency Group's audited financial statements for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024,
and reviewed financial statements for the half-year ended 31 December 2024, and NPCF analysis
As shown above, adjusted administrative and other expenses increased by 18.8% in FY 2023 (from $20,148k
to $23,927k) and 17.3% in FY 2024 (from $23,927k to $28,066k). The increases in expenses include
investment in branding, investment in a proprietary property management platform, data consolidation and
security expenses, establishment costs relating to the MDC Trilogy alliance, and investments in strategic
headcount to drive recruitment and GCI growth.
Despite continued revenue growth, the investment in various strategic initiatives and central headcount
resulted in adjusted administrative and other expenses increasing as a percentage of revenue in both FY
2023 and FY 2024. The increase in FY 2023 coincided with the fall in gross profit margin, further impacting
the EBITDA margin in that year. In HY 2025, further revenue growth, largely driven by leveraging existing
overhead and infrastructure, helped reduce administrative and other expenses as a percentage of revenue,
which helped improve EBITDA and EBITDA margin growth.
Page | 29
Forecast for the year ending 30 June 2025
The table below details the Company’s forecast operating profit for the year ending 30 June 2025 (‘FY 2025’)
based on management account actual results for the 10 months to 30 April 2025 and the forecast for the
remaining two months of the year. Note that as the figures are based on management account reporting,
gross profit for half-year to 31 December 2024 differs slightly to the gross profit reported in the Company’s
interim report. Note also that, the half-year to 31 December 2024 operating profit of $687k is comparable to
EBITDA after the deduction of lease expenses in the Company’s interim report, where it is reported as EBITDA
(pre-AASB16 Leases impact) of $690k.
Half-year Half-year Forecast
In $000s to 31 Dec 24 to 30 Jun 25 FY 2025
Gross profit 15,801 15,965 31,766
Other income 282 290 572
Operating costs (15,396) (15,929) (31,325)
Operating profit 687 326 1,013
Source: The Agency Group’s management accounts, NPCF analysis
Future maintainable earnings
To assess The Agency Group’s future maintainable earnings, we considered the historical financial
performance of the Company (as described above). We understand that weak earnings for FY 2023 can be
attributed to the residential sales mix effect, resulting from the impact of increases interest rates, and the
additional expenses following the Company’s investment in central costs. During FY 2024 and HY 2025, with
the completion of increasing interest rate cycle and with the start of a period of interest rate reductions, as
the Company has continued to grow, it has been better positioned to leverage its cost base, which has been
reflected in the improved earnings and margins. With the general expectation that the RBA will cut interest
rates further, we consider that there is a reasonable basis to expect that the Company continues to grow
revenues and earnings.
Due to the uncertainty in the number of future RBA interest rate cuts and the resulting impact of any cuts
on the number of property sales transactions, we have not considered the level of revenue and EBITDA in
the Company’s forecast for the year ending 30 June 2026 in our assessment of future maintainable earnings.
Instead, we have only used this forecast information as a basis to consider if there was a reasonable basis
for our assessment of the future maintainable EBITDA. In considering management’s forecast for the year
ending 30 June 2026, we note that management forecast continued growth in both revenue and EBITDA.
Based on the above, for our assessed future maintainable earnings we have used the Company’s forecast
operating profit for FY 2025, being a combination of the actual results for the 10 months to 30 April 2025
and the forecast for the remaining two months of the year, after making normalisation adjustments to remove
lease expense and non-recurring expenses to reflect a level of EBITDA that is more sustainable and ongoing.
This analysis is set out in the table below.
Forecast
In $000s Note FY 2025
Forecast FY 2025 operating profit 1,013
Add annualised HY 2025 lease expense a) 2,406
Add expenses related to departed executive b) 64
Estimated maintainable EBITDA 3,482
Source: The Agency Group’s FY 2025 forecast, NPCF analysis
Page | 30
The table above should be read in conjunction with the following notes:
a) As operating profit is prepared before the application of Australian Accounting Standards Board
Standard 16 Leases (‘AASB 16’), we have adjusted operating profit to remove the lease expense. We
have based this adjustment on the annualisation of the lease adjustment reported in the Company’s
interim report for HY 2025 of $1,203k.
b) In August 2024, the Company announced the departure of its Managing Director and CEO. The
Company informed us that the former Managing Director and CEO’s responsibilities have been shared
across the management team without the need to find a replacement. Therefore, for the purpose of
determining the Company’s maintainable EBITDA, we have added back expenses related to the
former Managing Director and CEO.
Therefore, we have concluded on an estimate of The Agency Group’s future maintainable EBITDA of between
$3,250k and $3,750k with a midpoint of $3,500k.
Assessment of maintainable EBITDA of The Agency Group’s segments excluding the property
management segment
To determine the maintainable EBITDA of The Agency Group’s segments excluding the property management
segment, we adjusted our assessed estimate of The Agency Group’s future maintainable EBITDA to exclude
the financial results related to the property management segment. This analysis is set out in the table below:
In $000s Note Low Mid High
Estimate of The Agency Group’s future maintainable EBITDA 3,250 3,500 3,750
Adjustments:
Less gross profit from the property management segment a) (7,457) (7,457) (7,457)
Add the estimate of the property management segment’s
b) 6,946 6,946 6,946
share of administrative and other expenses
Estimate of future maintainable EBITDA of The
Agency Group’s segments excluding the property 2,739 2,989 3,239
management segment
Source: NPCF analysis
The table above should be read in conjunction with the following notes:
a) the Company’s forecast for FY 2025 (based on management account actual results for the 10 months
to 30 April 2025 and the forecast for the remaining two months of the year) includes $7,457k of
gross profit from the property management segment. Therefore, to determine maintainable EBITDA
of The Agency Group’s segments excluding the property management segment we have deducted
the $7,457k of gross profit from the property management segment.
b) the Company’s administrative and other expenses include expenses that are specifically allocated to
the property management segment as well as other costs such as corporate costs and shared
services.
We have based the estimate of property management segment’s share of administrative and other
expenses on the aggregate of: (i) $4,302k, being the annualised HY 2025 administrative and other
expenses allocated to the property management segment, and (ii) as per guidance from
management, an estimated 25% share of the administrative and other expenses that were not
allocated by segment, being $2,644k.
Based on the above, our estimate of future maintainable EBITDA of The Agency Group’s segments excluding
the property management segment is between $2,700k and $3,200k with a midpoint of $2,950k.
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8.2.2.2 Assessment of EBITDA multiple
To determine the EBITDA multiple for The Agency Group’s segments excluding the property management
segment, we first assessed the EBITDA multiple applicable to The Agency Group. Then, we analysed the
relative profit margins and share of EBITDA of The Agency Group’s property management segment, and the
Company’s segments excluding the property management segment, to determine separate EBITDA multiples
applicable to The Agency Group’s property management segment and the Company’s segments excluding
the property management segment.
Determination of an EBITDA multiple relies on the availability and analysis of comparable market data. We
have researched trading multiples of global listed diversified real estate services companies comparable to
The Agency Group. We identified four comparable companies and assessed trading multiples based on last
twelve months (‘LTM’) earnings. The comparable company LTM EBITDA multiples analysis is set out in the
table below.
Market Enterprise LTM EBITDA LTM EBITDA
In millions cap value Revenue LTM EBITDA margin multiple
Foxtons Group plc (LSE:FOXT) £203 £258 £164 £35 21.42% 7.35x
Savills plc (LSE:SVS) £1,349 £1,437 £2,404 £186 7.73% 7.73x
Colliers International Group Inc.
C$9,020 C$13,539 US$4,961 US$749 15.10% 12.57x
(TSX:CIGI)
LSL Property Services plc
£327 £297 £173 £28 16.26% 10.56x
(LSE:LSL)
Mean 9.55x
Median 9.14x
Source: NPCF analysis.
A summary description of the comparable companies is provided in Appendix E.
As our assessment of maintainable EBITDA is on the basis of the actual results for the 10 months to 30 April
2025 and the forecast for the remaining two months of the year, we have used the LTM EBITDA multiples of
the listed companies for the assessment of the EBITDA multiple applicable to The Agency Group. The mean
and median LTM EBITDA multiples were 9.55x and 9.14x, respectively.
In determining an appropriate EBITDA multiple applicable to The Agency Group, we considered The Agency
Group’s comparability to the companies above, including factors such as size, diversification and profitability,
and concluded on a discount to the EBITDA multiple that factored in the following:
• the comparable companies listed above include companies with materially higher revenue than The
Agency Group; and
• the comparable companies are operating with higher EBITDA margins than The Agency Group.
As we are assessing the value of an Agency Group share on a control basis, the EBITDA multiple to be applied
should be adjusted to include a control premium since the trading multiples assessed above use market
prices of securities that typically reflect a minority interest value of a security. The range of control premiums
we applied were based on premiums paid by acquirers of Australian, European and North American listed
real estate services companies over the last 20 years.
Based on the above, we have assessed the EBITDA multiple for The Agency Group on a control basis to be
between 6.00x and 6.60x with a midpoint of 6.30x.
To cross-check our assessed EBITDA multiple, we also considered transaction multiples, but understanding
that transaction multiples usually reflect control premiums that vary broadly due to diverse motivations of
acquirers. We identified 6 transactions, valued between approximately $50 million and $425 million, over the
last 20 years involving companies in the real estate services industry. The average transaction EBITDA
Page | 32
multiple (excluding two outliers) was approximately 11x, which provides some support for the mean and
median trading multiples of the comparable companies listed above.
To determine the EBITDA multiple for The Agency Group’s segments excluding the property management
segment we used the assessed EBITDA multiple for The Agency Group as a whole, of 6.30x, and analysed
the relative profit margins and share of EBITDA of The Agency Group’s property management segment and
the Company’s segments excluding the property management segment. We assessed the EBITDA multiples
applicable to The Agency Group’s property management segment and the Company’s segments excluding
the property management segment to be 10.20x and 5.60x respectively.
Based on the above, we have assessed the EBITDA multiple for The Agency Group’s segments excluding the
property management segment on a control basis to be between 5.30x and 5.90x with a midpoint of
5.60x.
8.2.3 Assessment of the present value of the property management segment’s share of unallocated
administrative and other expenses
The value of The Agency Group’s rent rolls (as detailed in section 8.2.1) was on the basis of an asset sale of
the property management rights associated with the properties under management. We considered that the
rent rolls are expected to be sold as a property management business including the associated costs directly
related to managing the properties. However, the administrative and other expenses that the Company incurs
that are not allocated by segment would remain as costs to the Company. Therefore, for the purpose of this
Report, and to assess the enterprise value of The Agency Group using the sum-of-parts methodology, we
deduct the property management segment’s share of the administrative and other expenses that were
previously removed in section 8.2.2.1 when considering the maintainable EBITDA of The Agency Group’s
segments excluding the property management segment.
As per section 8.2.2.1, we have estimated the property management segment’s share of administrative and
other expenses that were not allocated by segment to be $2,644k. We then calculated the present value of
these costs based on a discount rate and over a period of time that aligned with the implied payback period
of the property management segment multiple assessed in section 8.2.2.2.
Based on the above, we have assessed the present value of the property management segment’s share of
the administrative and other expenses that the Company does not allocate by segment to be $16,589k.
8.2.4 Assessment of The Agency Group’s surplus assets/liabilities and debt
To determine The Agency Group’s estimated equity value, we add/deduct the value of any surplus
assets/liabilities of the Company as well as deduct debt from the estimated enterprise value of The Agency
Group.
We analysed the Company balance sheet as at 30 April 2025 and did not identify any assets or liabilities that
are surplus to the Company’s operations. Management confirmed that there were no material changes to the
balance sheet to date.
As at 30 June 2025, The Agency Group had total debt and leases of $21,965k including $8,400k of drawings
under the Macquarie Bank Facility, $4,617k of Convertible Notes principal and accrued interest, and $8,948k
of leases. As at 30 April 2025, The Agency Group had a cash balance of $3,684k. However, we have treated
this level of cash as working capital and therefore excluded the cash balance in the adjustment of surplus
assets/liabilities and debt.
Page | 33
8.3 Value per The Agency Group share on a control basis using the quoted market price
methodology
Under our secondary approach, to value an Agency Group share on a control basis before the Proposed
Transaction, we assessed the value of an Agency Group share using the quoted market price methodology.
Trading history analysis of the quoted market price of a security provides a reliable measure of the fair market
value of the securities of a company if, in an efficient and liquid market, it reflects all publicly available
information.
As detailed below, we assessed the quoted market price for The Agency Group shares by analysing the VWAP
of The Agency Group shares during various trading day periods prior to 30 June 2025.
Period to Share price Share price Cumulative Shares traded Shares traded
30 June 2025 low high volume traded VWAP as % of capital % per week
1 trading day $0.021 $0.021 75,000 $0.021 0.02% 0.09%
7 trading days $0.019 $0.022 1,954,353 $0.021 0.44% 0.32%
30 trading days $0.016 $0.022 16,191,885 $0.018 3.68% 0.61%
60 trading days $0.016 $0.022 18,815,033 $0.019 4.28% 0.36%
90 trading days $0.016 $0.022 20,052,765 $0.019 4.56% 0.25%
180 trading days $0.016 $0.029 27,549,080 $0.019 6.30% 0.17%
Source: S&P Capital IQ Pro and NPCF analysis
The table above shows that the VWAP of The Agency Group shares was relatively flat before increasing more
recently. The average number of The Agency Group’s shares traded per week as a percentage of capital
ranged from 0.17% to 0.61% over the various periods, suggesting that there has been a low level of liquidity
in The Agency Group shares.
Given the relatively narrow range that The Agency Group shares have traded within, we have used the 7-
day VWAP of $0.021 and the 180-day VWAP of $0.019 for the assessed quoted market price. Therefore,
under the quoted market price methodology, the value of an Agency Group share is assessed to be between
$0.019 and $0.021 on a minority basis.
As quoted market prices of securities used in the trading history analysis usually reflect a minority interest
value of a security, a control premium should be applied for the comparison to our assessed value per The
Agency Group share on a control basis before the Proposed Transaction using the sum-of-parts methodology.
Including a control premium range of 25% to 30%, assessed based on premiums paid by acquirers of listed
companies in the real estate services industry over the last 20 years, the value of an Agency Group share on
a control basis before the Proposed Transaction using the quoted market price methodology is between
$0.0238 and $0.0273 with a midpoint of $0.0255.
8.4 Assessment of the value per The Agency Group share before the Proposed Transaction
The table below summarises our assessment of the value per The Agency Group share on a control basis
using the sum-of-parts methodology as the primary approach and the quoted market price methodology as
a secondary approach.
Ref Low Preferred High
Value per The Agency Group share using the sum-of-parts
8.2 $0.0275 $0.0325 $0.0379
methodology
Value per The Agency Group share using the quoted market
8.3 $0.0238 $0.0255 $0.0273
price methodology
Source: NPCF analysis
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Our assessed range for the value of an Agency Group share using the sum-of-parts is higher than the range
using the quoted market price methodology. The difference in values obtained from the two approaches may
be due to the following:
• investors’ perceived value of The Agency Group and its business may differ from our valuation opinion
as investors may not necessarily have the same access to both private and public information that we
had access to;
• investors’ perception of the business of The Agency Group may have incorporated different views of the
prospects of the business, outlook on economy, market demand for the Company’s services and the
potential returns from them;
• the market price may not reflect the same value of the rent rolls that was indicated in the independent
professional valuation of the rent rolls described in section 8.2.1; and
• low liquidity in the trading of The Agency Group shares (an absence of a sufficiently active trading market)
may suggest that the share price may not reflect a fair market value of The Agency Group’s shares.
Having considered all of the above, we assessed that the value of an Agency Group share obtained under
the sum-of-parts methodology, in our view, is more reflective of its fundamental value. Therefore, we have
relied on our primary valuation approach using the sum-of-parts methodology to conclude on the value of
an Agency Group share on a control basis before the Proposed Transaction.
Therefore, we consider the value per The Agency Group share on a control basis before the
Proposed Transaction to be between $0.0275 and $0.0379 with a preferred value of $0.0325.
9. VALUE OF AN AGENCY GROUP SHARE AFTER THE PROPOSED TRANSACTION
In determining the fair value of an Agency Group share on a minority basis after the Proposed Transaction,
the sum-of-parts assessment detailed in section 8.2 has been amended to reflect the conversion of the
Convertible Notes, based on the aggregate of the current outstanding Convertible Notes balance and the
estimated interest that will accrue up until the proposed new maturity date of 31 December 2028, and the
issuance of new Agency Group shares to Peters Investments.
As the sum-of-parts approach assesses value on a controlling basis, as required by RG 111, we applied a
minority discount to arrive at the value of an Agency Group share on a minority basis after the Proposed
Transaction.
9.1 Value per The Agency Group share after the Proposed Transaction
The value of an Agency Group share on a minority basis after the Proposed Transaction is set out below:
Ref Low Preferred High
Value per The Agency Group share on a minority basis after
9.2 $0.0210 $0.0239 $0.0273
the Proposed Transaction
Source: NPCF analysis
The following section sets out the basis upon which we have arrived at our valuation.
9.2 Value per The Agency Group share on a minority basis using the sum-of-parts
methodology
Assessing the value of an Agency Group share after the Proposed Transaction involved the following steps:
• as the Proposed Transaction, to allow the Company to issue up to 226,160,434 Agency Group shares, is
based on an amount of Agency Group shares issued on conversion of the Convertible Notes assuming
Page | 35
the Convertible Notes were to be converted just before their proposed new maturity date on 31 December
2028, we have adjusted the equity value of The Agency Group determined in section 8.2 by reducing the
liability of the Convertible Notes through their conversion just before 31 December 2028;
• the adjusted equity value of The Agency Group is then divided by the number of Agency Group shares
outstanding adjusted for the amount of the new Agency Group shares that would be issued to Peters
Investments if the Convertible Notes were converted just before 31 December 2028; and
• we applied a minority discount as the value of an Agency Group share after the Proposed Transaction is
being assessed on a minority basis.
Our estimate of the value of an Agency Group share after the Proposed Transaction is summarised as follows:
In $000s Ref Low Preferred High
Value per The Agency Group share on a control basis before
8.2 $0.0275 $0.0325 $0.0379
the Proposed Transaction
Total number of The Agency Group shares outstanding
5.5.1 439,577 439,577 439,577
before the Proposed Transaction (in 000s)
Value of The Agency Group on a control basis before
12,076 14,286 16,646
the Proposed Transaction
Adjustments (reduction in liability):
Current outstanding balance of Convertible Notes (including
9.2.1 4,617 4,617 4,617
accrued interest)
Convertible Notes accrued interest until 31 December 2028 9.2.1 1,489 1,489 1,489
Value of The Agency Group on a control basis after
18,182 20,392 22,752
the Proposed Transaction
Number of The Agency Group shares:
Total number of The Agency Group shares outstanding
5.5.1 439,577 439,577 439,577
before the Proposed Transaction (in 000s)
Number of The Agency Group shares to be issued from
9.2.1 170,994 170,994 170,994
conversion of Convertible Notes (in 000s)
Number of The Agency Group shares to be issued from
9.2.1 55,166 55,166 55,166
conversion of interest accrued on Convertible Notes (in 000s)
Total number of The Agency Group shares
665,737 665,737 665,737
outstanding after the Proposed Transaction (in 000s)
Value per The Agency Group share on a control basis
$0.0273 $0.0306 $0.0342
after the Proposed Transaction
Minority discount 9.2.2 23% 22% 20%
Value per The Agency Group share on a minority
$0.0210 $0.0239 $0.0273
basis after the Proposed Transaction
Source: NPCF analysis
9.2.1 Convertible Notes adjustment and issuance of new Agency Group shares
As at 30 June 2025, the outstanding balance of the Convertible Notes (including all accrued, but unpaid
interest) was $4,617k. Based on the Convertible Notes’ current interest rate of 8.00%, we have assessed the
amount of accrued interest between 1 July 2025 and 31 December 2028 to be $1,489k.
Based on a conversion price of $0.027 per share, the amount of the new Agency Group shares that would
be issued to Peters Investments if the Convertible Notes were converted just before 31 December 2028
would be 226,160,434 shares, equivalent to 170,994,280 shares relating to the current outstanding balance
of the Convertible Notes (including all accrued, but unpaid interest) and 55,166,154 shares relating to the
amount of accrued interest between 1 July 2025 and 31 December 2028.
Page | 36
Note that the analysis above is based on the forecast outstanding balance of the Convertible Notes (including
all accrued, but unpaid interest) as at 31 December 2028 and does not reflect the present value of the
forecast outstanding balance.
Also, note that the analysis above does not take into account any additional Agency Group shares issued as
a result of the following:
• an increase of the interest rate on the Convertible Notes resulting from an increase of the Macquarie
Bank Facility interest rate beyond 8.00%; and
• a reduction in the conversion price of the Convertible Notes due to a subsequent capital raising completed
by the Company before the maturity date of the Convertible Notes.
9.2.2 Minority discount
As the value of an Agency Group share after the Proposed Transaction is being assessed on a minority basis
we have applied a 20% to 23% minority discount. We based the minority discount on the inverse of a range
of control premiums, assessed based on premiums paid by acquirers of listed companies in the real estate
services industry over the last 20 years that we identified.
10. ASSESSMENT OF FAIRNESS OF THE PROPOSED TRANSACTION
In determining whether or not the Proposed Transaction is fair to Shareholders, we have compared the fair
value of an Agency Group share on a control basis before the Proposed Transaction to the fair value of an
Agency Group share on a minority basis after the Proposed Transaction. This is summarised as follows.
Ref Low Preferred High
Value per The Agency Group share on a control basis before
8.1 $0.0275 $0.0325 $0.0379
the Proposed Transaction
Value per The Agency Group share on a minority basis after
9.1 $0.0210 $0.0239 $0.0273
the Proposed Transaction
Source: NPCF analysis
Assessment of Fairness of the Proposed Transaction
Source: NPCF analysis
The analysis shows that the fair value of an Agency Group share on a minority basis after the Proposed
Transaction is lower than the fair value of an Agency Group share on a control basis before the Proposed
Transaction. Therefore, we have concluded that the Proposed Transaction is not fair to
Shareholders.
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11. ASSESSMENT OF REASONABLENESS OF THE PROPOSED TRANSACTION
11.1 Approach to assessing Reasonableness
In forming our conclusions in this Report, we have considered the advantages and disadvantages of the
Proposed Transaction, as well as the consequences of Shareholders not approving the Proposed Transaction.
11.2 Advantages of the Proposed Transaction
We consider the following advantages for Shareholders to approve the Proposed Transaction.
11.2.1 The approval of the Proposed Transaction permits the extension of the Convertible Notes and the
Macquarie Bank Facility, removing the near-term repayment risk of these liabilities, as well as
potentially reducing the immediate going concern risk
The Agency Group’s $8.4 million secured debt facility with Macquarie Bank currently matures on 20 July 2025
and the Convertible Notes currently mature on 22 January 2026. As at 30 April 2025, The Agency Group had
a cash balance of $3,684k, implying that the Company does not have enough cash to repay the Macquarie
Bank Facility.
Related to this near-term repayment risk, in The Agency Group’s half-year report to 31 December 2024, it
stated that the ability of the Group to continue as a going concern is principally dependent on it obtaining an
extension to the Macquarie Bank Facility as well as obtaining an extension of the Convertible Notes, amongst
other factors.
The Agency Group has entered into an amendment deed with Macquarie Bank to extend the facility from 20
July 2025 to 30 June 2028 (among other changes). However, this extension is contingent on the extension
of the Convertible Notes, which currently mature on 22 January 2026, to 31 December 2028. As the Proposed
Transaction is related to the new Agency Group shares that may be issued to Peters Investments if the
Convertible Notes were to be extended to 31 December 2028, the extension of the Convertible Notes is
contingent on the Proposed Transaction being approved.
Therefore, approving the Proposed Transaction permits the extension of the Convertible Notes and the
Macquarie Bank Facility, removing the repayment risk associated with their current maturity dates, as well
as potentially reducing the immediate going concern risk.
11.2.2 By extending the maturity dates of the Convertible Notes and Macquarie Bank Facility the Company
can preserve its cash balance for operational purposes
As at 30 April 2025, the net current assets were approximately negative $17 million. Whilst the Macquarie
Bank Facility requires periodic interest payments, the Convertible Notes, subject to agreement between the
Company and Peters Investments, do not require interest payments to be made in cash, and allow for any
interest accrued to be capitalised and satisfied in Agency Group shares. As such, the Proposed Transaction
and the extension of the Convertible Notes and Macquarie Bank Facility allow the Company to preserve cash
for operational purposes.
11.2.3 Extending the maturity date of the Convertible Notes allows more time for potential changes in the
market price of Agency Group shares, which may enhance the likelihood of future conversion of the
Convertible Notes into Agency Group shares, improving the Company’s solvency position
The conversion price of the Convertible Notes is the lower of $0.027 and the issue price of The Agency Group
shares offered under any subsequent capital raising to raise over $1 million completed on or before the
maturity date. Therefore, at the current market price of an Agency Group share, it is unlikely the Convertible
Page | 38
Notes will be converted as the conversion price is higher than the current market price of an Agency Group
share.
By approving the Proposed Transaction, the extension of the maturity date of the Convertible Notes allows
more time for potential changes in the market price of an Agency Group share, which may increase the
likelihood of future conversion of the Convertible Notes into Agency Group shares. Future conversion of the
Convertible Notes into Agency Group shares will improve the Company’s solvency position as the Company’s
obligation to repay the Convertible Notes is terminated. Therefore, placing the Company in a better financial
position.
11.2.4 Peters Investments being a substantial holder of The Agency Group shares will have an interest that
is aligned with the Company
Peters Investments, now being a substantial holder of The Agency Group shares, will have a vested interest
in ensuring that the Company is able to meet all its debt obligations to avoid an enforcement of security that
could potentially impact the value of the Company.
11.3 Disadvantages of the Proposed Transaction
11.3.1 The Proposed Transaction is not fair
We have concluded in section 10 that the Proposed Transaction is not fair.
However, we note that the conversion price of the Convertible Notes, of $0.027, is higher than the current
market price per The Agency Group share, of $0.023.
11.3.2 Peters Investments will potentially hold a significant interest in The Agency Group and dilute existing
shareholders’ collective interests in The Agency Group
If the Proposed Transaction is approved, Peters Investments’ holdings in The Agency Group may increase
from 30.48% to up to 54.10%, with the other shareholders’ collective interest diluted from 69.52% to down
to 45.90%. Therefore, it is possible that Peters Investments could own and have voting control in more than
50% of The Agency Group’s shares. Holding over 50% of the voting power of the Company means that
Peters Investments will have majority control and be able to pass general resolutions.
However, the directors of The Agency Group have informed us that, based on information concerning the
Company, its business and the business environment, which is known to Peters Investments at the date of
the Notice of Meeting, Peters Investments:
• has no present intention of making any significant changes to the business of the Company;
• has no present intention to inject further capital into the Company;
• has no present intention of making changes regarding the future employment of the present employees
of the Company;
• has no present intention to redeploy any fixed assets of the Company;
• has no present intention to transfer any property between the Company and Peters Investments;
• has no intention to change the Company’s existing policies in relation to financial matters or dividends;
and
• has no intention to change the Board.
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11.3.3 The extension of the Convertible Notes may make it more challenging for The Agency Group to raise
further capital, and may increase the financial risk of The Agency Group and reduce the surplus left
for shareholders
Extending the Convertible Notes’ subordinated security position may make it more challenging for the
Company to raise further capital in the future. Extending the Convertible Notes’ subordinated security position
may also increase the financial risk of the Company and reduce the surplus left for shareholders. However,
this may be an inevitable position for the Company to be in unless it is able to raise sufficient equity to repay
these notes.
The extension of the maturity dates of both the Convertible Notes and the Macquarie Bank Facility potentially
allows time for the Company to grow and de-risk its balance sheet.
11.4 Consequences of not approving the Proposed Transaction
The main consequence of not approving the Proposed Transaction is the risk of the Company not being able
to continue its normal business activity due to going concern risks. As disclosed in The Agency Group’s half-
year report to 31 December 2024, the ability of The Agency Group to continue as a going concern is principally
dependent on it obtaining an extension to the Macquarie Bank Facility as well as the Company obtaining an
extension of the Convertible Notes (that is, the Proposed Transaction), amongst other factors.
After taking into account other significant factors, and in the absence of other alternatives, we have
concluded that the Proposed Transaction is reasonable.
12. OPINION
In our opinion, the Proposed Transaction is not fair but reasonable to Shareholders.
The ultimate decision on whether to approve the Proposed Transaction should be based on shareholders’
own assessment of their circumstances. We strongly recommend that shareholders consult their own
professional advisers, carefully read all relevant documentation provided, including the Notice of General
Meeting, and consider their own specific circumstances before voting in favour of or against the Proposed
Transaction.
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APPENDIX A – GLOSSARY
Term Definition
$ or A$ or AUD Australian dollars
$[ ]k Thousands of Australian dollars
AASB 16 Australian Accounting Standards Board Standard 16 Leases
AFCA Australian Financial Complaints Authority
AFSL Australian Financial Services Licence
Amendment Deed The amendment deed with Macquarie Bank Limited to extend the Macquarie Bank Facility
from 20 July 2025 to 30 June 2028
APES 225 Accounting Professional & Ethical Standards Board professional standard APES 225
‘Valuation Services’
ASIC Australia Securities and Investment Commission
ASX Australian Securities Exchange
Client or Company The Agency Group Australia Limited (ACN: 118 913 232)
Convertible Notes The convertible notes issued by the Company to Peters Investments under the Convertible
Note Agreement as amended including amended by the Deed of Variation
Convertible Note Convertible note agreement dated 23 October 2020 between The Agency Group Australia
Agreement Ltd and Peters Investments Pty Ltd
Corporations Act Corporations Act 2001 (Cth)
Deed of Variation The deed of variation with Peters Investments Pty Ltd to extend the maturity date of the
Convertible Notes from 22 January 2026 to 31 December 2028
FSG Financial Services Guide
FY 2020 The financial year ended 30 June 2020
FY 2021 The financial year ended 30 June 2021
FY 2022 The financial year ended 30 June 2022
FY 2023 The financial year ended 30 June 2023
FY 2024 The financial year ended 30 June 2024
FY 2025 The financial year ending 30 June 2025
CGI Gross commission income, which are the fees the vendor pays for the sale of a property
Group The Agency Group Australia Limited and its controlled entities
HY 2024 The half-year ended 31 December 2023
HY 2025 The half-year ended 31 December 2024
KAM Key audit matter
LTM Last twelve months
Macquarie Bank Macquarie Bank Limited
Macquarie Bank The secured debt facility with Macquarie Bank Limited as amended including amended
Facility by the Amendment Deed
MDC or MDC Trilogy MDC Trilogy Group
MFSA Mortgage & Finance Solutions Australia
Notice of Meeting or The Notice of General Meeting & Explanatory Memorandum sent to shareholders on or
Document about the date of this Report in which this Report is included
Nexia entities Related entities within the Nexia Perth Group
Nexia Perth Group Nexia Perth Pty Ltd group entities
NPCF Nexia Perth Corporate Finance Pty Ltd (AFSL 289358)
NSW New South Wales
Oxygen Oxygen Capital Group Pty Ltd
Peters Investments Peters Investments Pty Ltd (ACN: 008 699 287)
Proposed Transaction The Company issuing up to 226,160,434 new Agency Group shares to Peters Investments,
which may result in Peters Investments’ voting power increasing from 30.48% to up to
54.10%
rent rolls The Agency Group’s portfolio of properties under management
Page | 41
Term Definition
Report Independent Expert’s Report
RG 74 ASIC Regulatory Guide 74: Acquisitions approved by members
RG 111 ASIC Regulatory Guide 111: Content of expert reports
RG 112 ASIC Regulatory Guide 112: Independence of experts
Shareholders The shareholders of The Agency Group who are not associated with Peters Investments
The Agency Group The Agency Group Australia Limited (ACN: 118 913 232)
VWAP Volume weighted average price
WA Western Australia
Page | 42
APPENDIX B – SOURCES OF INFORMATION
This Report has been based on the following information:
• Audited financial statements of The Agency Group Australia Ltd for the years ended 30 June 2021, 30
June 2022, 30 June 2023 and 30 June 2024;
• Reviewed financial statements of The Agency Group Australia Ltd for the half-year ended 31 December
2024;
• The Agency Group Australia Ltd’s unaudited profit and loss split by business segment for the years ended
30 June 2022, 30 June 2023 and 30 June 2024, and the half-year ended 31 December 2024;
• The Agency Group Australia Ltd’s forecast for the year ending 30 June 2025 based on unaudited year-
to-date 30 April 2025 profit and loss, and forecast for May 2025 and June 2025;
• The Agency Group Australia Ltd’s unaudited balance sheet as at 30 April 2025;
• The Agency Group Australia Ltd’s shareholder and options holder registers, and shareholder range report;
• Notice of General Meeting and Explanatory Memorandum prepared by The Agency Group Australia Ltd;
• Convertible Note Agreement dated 23 October 2020 and Deed of Variation to Convertible Note Agreement
dated 22 July 2022 between The Agency Group Australia Ltd and Peters Investments Pty Ltd;
• Third Deed of Variation to Convertible Note Agreement between The Agency Group Australia Ltd and
Peters Investments Pty Ltd;
• IBIS World Report titled Real Estate Services in Australia dated January 2025;
• Subscription based data from S&P Capital IQ Pro;
• Publicly available information; and
• Discussions with directors and/or management of The Agency Group Australia Ltd.
Page | 43
APPENDIX C – STATEMENT OF DECLARATION & QUALIFICATIONS
Confirmation of Independence
Prior to accepting this engagement Nexia Perth Corporate Finance Pty Ltd (‘NPCF’) determined its
independence with respect to The Agency Group Australia Limited (‘The Agency Group’) with reference to
ASIC Regulatory Guide 112: Independence of expert’s Reports (‘RG 112’). NPCF considers that it meets the
requirements of RG 112 and that it is independent of The Agency Group.
Also, in accordance with s648(2) of the Corporations Act we confirm we are not aware of any business
relationship or financial interest of a material nature with The Agency Group, their related parties or
associates that would compromise our impartiality.
Evelyn Tan and Muranda Cornelius, both Directors and Representatives of NPCF, have prepared this Report.
Neither they nor any related entities of NPCF have any interest in the promotion of the Proposed Transaction
nor will NPCF receive any benefits, other than normal professional fees, directly or indirectly, for or in
connection with the preparation of this Report. Our fee is not contingent upon the success or failure of the
Proposed Transaction, and has been calculated with reference to time spent on the engagement at normal
professional fee rates for work of this type. Accordingly, NPCF does not have any pecuniary interests that
could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion under this
engagement.
NPCF provided a draft copy of this Report to the directors and management of The Agency Group for their
comment as to factual accuracy, as opposed to opinions, which are the responsibility of NPCF alone. Changes
made to this Report, as a result of the review by the directors and management of The Agency Group, have
not changed the methodology or conclusions reached by NPCF.
Qualifications
NPCF carries on business at Level 4, 88 William Street, Perth WA 6000. NPCF holds Australian Financial
Services Licence No 289358 authorising it to provide financial product advice on securities to retail clients.
NPCF’s directors and representatives are therefore qualified to provide this Report.
The persons specifically involved in preparing and reviewing this Report were Evelyn Tan and Muranda
Cornelius, both of whom are Directors of NPCF. Evelyn Tan is a CFA ® Charterholder, a member of the CFA
Institute and a member of the CFA Society Perth. She is also an affiliate member of Chartered Accountants
Australia and New Zealand. Evelyn holds a Master of Applied Finance from the University of Melbourne and
has over 20 years of combined professional experience in the fields of corporate finance and banking in
Australia and Singapore. Muranda Cornelius is a member of Chartered Accountants Australia and New Zealand
as well as the South African Institute of Chartered Accountants. She is also a Registered Company Auditor.
Consent and Disclaimers
The preparation of this Report has been undertaken at the request of the directors of The Agency Group. It
also has regard to relevant ASIC Regulatory Guides. It is not intended that the Report should be used for
any other purpose than to accompany the Notice of General Meeting to be sent to The Agency Group
shareholders. In particular, it is not intended that this Report should be used for any purpose other than as
an expression of NPCF’s opinion as to whether or not the Proposed Transaction is fair and reasonable to The
Agency Group shareholders.
NPCF consent to the issue of this Report in the form and context in which it is included in the Notice of
General Meeting to be sent to The Agency Group shareholders.
Page | 44
Shareholders should read all documents issued by The Agency Group that consider the Proposed Transaction
in their entirety, prior to proceeding with a decision. NPCF had no involvement in the preparation of these
documents, with the exception of our Report.
This Report has been prepared specifically for the non-associated shareholders of The Agency Group. Neither
NPCF, nor any member or employee thereof undertakes responsibility to any person, other than a shareholder
of The Agency Group, in respect of this Report, including any errors or omissions howsoever caused. This
Report is ‘General Advice’ and does not take into account any person's particular investment objectives,
financial situation and particular needs. Before making an investment decision based on this advice, you
should consider, with or without the assistance of a securities advisor, whether it is appropriate to your
particular investment needs, objectives and financial circumstances.
APES 225
Our Report has been prepared in accordance with APES 225 Valuation Services.
Page | 45
APPENDIX D – VALUATION METHODOLOGIES
In preparing this Report we have considered valuation methods commonly used in practice and those
recommended by RG 111. These methods include:
• the discounted cash flow method;
• the capitalisation of earnings method;
• asset based methods; and
• analysis of share market trading.
Discounted Cash Flow Method
Description
Of the various methods noted above, the discounted cash flow method has the strongest theoretical standing.
It is also widely used in practice by corporate acquirers and company analysts. The discounted cash flow
method estimates the value of a business by discounting expected future cash flows to a present value using
an appropriate discount rate. A discounted cash flow valuation requires:
• a forecast of expected future cash flows;
• an appropriate discount rate; and
• an estimate of terminal value.
It is necessary to project cash flows over a suitable period of time (generally regarded as being at least five
years) to arrive at the net cash flow in each period. For a finite life project or asset this would need to be
done for the life of the project. This can be a difficult exercise requiring a significant number of assumptions
such as revenue growth, future margins, capital expenditure requirements, working capital movements and
taxation.
The discount rate used represents the risk of achieving the projected future cash flows and the time value
of money. The projected future cash flows are then valued in current day terms using the discount rate
selected.
A terminal value reflects the value of cash flows that will arise beyond the explicit forecast period. This is
commonly estimated using either a constant growth assumption or a multiple of earnings (as described under
capitalisation of future maintainable earnings below). This terminal value is then discounted to current day
terms and added to the net present value of the forecast cash flows.
The discounted cash flow method is often sensitive to a number of key assumptions such as revenue growth,
future margins, capital investment, terminal growth and the discount rate. All of these assumptions can be
highly subjective sometimes leading to a valuation conclusion presented as a range that is too wide to be
useful.
Use of the Discounted Cash Flow Method
A discounted cash flow approach is usually preferred when valuing:
• early-stage companies or projects;
• limited life assets such as a mine or toll concession;
• companies where significant growth is expected in future cash flows; or
• projects with volatile earnings.
Page | 46
It may also be preferred if other methods are not suitable, for example if there is a lack of reliable evidence
to support a capitalisation of earnings approach. However, it may not be appropriate if reliable forecasts of
cash flow are not available and cannot be determined.
Capitalisation of Earnings Method
Description
The capitalisation of earnings method is a commonly used valuation methodology that involves determining
a future maintainable earnings figure for a business and multiplying that figure by an appropriate
capitalisation multiple. This methodology is generally considered a short form of a discounted cash flow,
where a single representative earnings figure is capitalised, rather than a stream of individual cash flows
being discounted. The capitalisation of earnings methodology involves the determination of:
• a level of future maintainable earnings; and
• an appropriate capitalisation rate or multiple.
A multiple can be applied to any of the following measures of earnings:
Revenue – most commonly used for companies that do not make a positive EBITDA or as a cross-check of a
valuation conclusion derived using another method.
EBITDA - most appropriate where depreciation distorts earnings, for example in a company that has a
significant level of depreciating assets but little ongoing capital expenditure requirement.
EBIT - in most cases EBIT will be more reliable than EBITDA as it takes account of the capital intensity of
the business.
NPAT - relevant in valuing businesses where interest is a major part of the overall earnings of the group (e.g.
financial services businesses such as banks).
Multiples of EBITDA, EBITA and EBIT value the whole businesses, or its enterprise value irrespective of the
gearing structure. NPAT (or P/E) values the equity of a business.
The multiple selected to apply to maintainable earnings reflects expectations about future growth, risk and
the time value of money all wrapped up in a single number. Multiples can be derived from three main sources.
Using the guideline public company method, market multiples are derived from the trading prices of stocks
of companies that are engaged in the same or similar lines of business and that are actively traded on a free
and open market, such as the ASX or the NSX. The merger and acquisition method is a method whereby
multiples are derived from transactions of significant interests in companies engaged in the same or similar
lines of business. In Australia this has been called the comparable transaction methodology.
Use of the Capitalisation of Earnings Method
The capitalisation of earnings method is widely used in practice. It is particularly appropriate for valuing
companies with a relatively stable historical earnings pattern which is expected to continue. This method is
less appropriate for valuing companies or assets if:
• there are no suitable listed company or transaction benchmarks for comparison;
• the asset has a limited life;
• future earnings or cash flows are expected to be volatile; or
• there are negative earnings or the earnings of a business are insufficient to justify a value exceeding the
value of the underlying net assets.
Page | 47
Asset Based Methods
Description
Asset based valuation methods estimate the value of a company based on the realisable value of its net
assets, less its liabilities. There are a number of asset-based methods including:
• orderly realisation;
• liquidation value;
• net assets on a going concern basis;
• replacement cost; and
• reproduction cost.
The orderly realisation of assets method estimates Fair Market Value by determining the amount that would
be distributed to shareholders, after payment of all liabilities including realisation costs and taxation charges
that arise, assuming the company is wound up in an orderly manner. The liquidation method is similar to the
orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter
time frame.
Since wind up or liquidation of the company may not be contemplated, these methods in their strictest form
may not necessarily be appropriate. The net assets on a going concern basis method estimate the market
values of the net assets of a company but do not take account of realisation costs.
The asset / cost approach is generally used when the value of the business’s assets exceeds the present
value of the cash flows expected to be derived from the ongoing business operations, or the nature of the
business is to hold or invest in assets. It is important to note that the asset approach may still be the relevant
approach even if an asset is making a profit. If an asset is making less than an economic rate of return and
there is no realistic prospect of it making an economic return in the foreseeable future, an asset approach
would be the most appropriate method.
Use of Asset Based Methods
An asset-based approach is a suitable valuation method when:
• an enterprise is loss making and is not expected to become profitable in the foreseeable future;
• assets are employed profitably but earn less than the cost of capital;
• a significant portion of the company’s assets are composed of liquid assets or other investments (such
as marketable securities and real estate investments); or
• it is relatively easy to enter the industry (for example, small machine shops and retail establishments).
Asset based methods are not appropriate if:
• the ownership interest being valued is not a controlling interest, has no ability to cause the sale of the
company’s assets and the major holders are not planning to sell the company’s assets; or
• a business has (or is expected to have) an adequate return on capital, such that the value of its future
income stream exceeds the value of its assets.
Analysis of Share Trading
The most recent share trading history provides evidence of the Fair Market Value of the shares in a company
where they are publicly traded in an informed and liquid market. There should also be some similarity
between the size of the parcel of shares being valued and those being traded. Where a company’s shares
are publicly traded then an analysis of recent trading prices should be considered, at least as a cross-check
to other valuation methods.
Page | 48
APPENDIX E – SUMMARY OF COMPARABLE COMPANIES
Descriptions of the comparable companies are as follows:
Company Business description
Foxtons Group plc Foxtons Group plc, an estate agency, provides services to the residential property market
(LSE:FOXT) in the United Kingdom. The company operates through three segments: Lettings, Sales,
and Financial Services. The Lettings segment engages in letting and management of
residential properties. The Sales segment sells residential properties. The Financial
Services segment offers mortgages and related products. Foxtons Group plc was founded
in 1981 and is headquartered in London, the United Kingdom.
Savills plc (LSE:SVS) Savills plc, together with its subsidiaries, engages in the provision of real estate services
in the United Kingdom, Continental Europe, the Asia Pacific, Africa, North America, and
the Middle East. The company advises on commercial, residential, rural, and leisure
properties; and offers corporate finance advisory, investment management, and a range
of property-related financial services. It operates through Transaction Advisory, Property
and Facilities Management, Investment Management, and Consultancy segments. The
Transaction Advisory segment provides commercial, residential, leisure, and agricultural
leasing services; and tenant representation, as well as investment advice on purchases
and sales. The Property and Facilities Management segment manages commercial,
residential, leisure, and agricultural properties for owners; and provides services to
occupiers of properties, including strategic advice and project management, as well as
various services relating to a property. The Investment Management segment is involved
in the investment management of commercial and residential property portfolios for
institutional, corporate, or private investors on a pooled or segregated account basis. The
Consultancy segment offers various professional property services, such as valuation,
project management and housing consultancy, environmental consultancy, landlord and
tenant, rating, development, planning, strategic projects, research, and corporate
services. The company was founded in 1855 and is headquartered in London, the United
Kingdom.
Colliers International Colliers International Group Inc. provides commercial real estate to corporate and
Group Inc. (TSX:CIGI) institutional clients in the United States, Canada, Europe, Australia, the United Kingdom,
Poland, China, India, and internationally. It operates through three segments: Real Estate
Services, Engineering, and Investment Management. The company offers capital markets
services for property sales, debt finance, mortgage investment banking, and landlord and
tenant representation services; and outsourcing services, such as building operations and
maintenance, facilities management, lease administration, property accounting and
financial reporting, contract and construction management, valuation and appraisal
review and management, portfolio or single asset valuation, financial reporting advisory,
arbitration consulting, research, highest and best use studies, property tax reviews,
appeals and litigation support, and occupier services, as well as loan servicing. It also
engages in the planning, designing, and project management of assets, including bridges
and structure, highway and traffic engineering, construction engineering and inspection,
water, traffic planning, and rail; and provision of air quality assessments, brownfield
redevelopment, environmental impact assessments, ground water resource development,
site remediation, noise studies, land development and monitoring, and other services, as
well as water, storm, and wastewater management services. In addition, the company
offers project management services, which include bid document review, construction
monitoring and delivery management, contract administration and integrated cost control,
development management, facility and engineering functionality, milestone and
performance monitoring, quality assurance, risk management, and strategic project
consulting; and perpetual funds, long-dated funds, and separately managed accounts.
Colliers International Group Inc. was founded in 1972 and is headquartered in Toronto,
Canada.
LSL Property Services plc LSL Property Services plc, together with its subsidiaries, engages in the provision of
(LSE:LSL) business-to-business services to mortgage intermediaries and estate agency franchisees,
and valuation services to lenders in the United Kingdom. The company operates through
three segments: Financial Services, Surveying & Valuation, and Estate Agency
Page | 49
Company Business description
Franchising. The Financial Services segment offers compliance and other services to
mortgage and insurance networks. The Surveying & Valuation segment provides
valuations and professional surveying services of residential properties to various lenders
and individual customers; data services to lenders; and asset management services,
including managing the sale of residential properties on behalf of corporate clients and
property investors. The Estate Agency Franchising segment offers brand marketing, and
commercial and information technology support services under brands, including Your
Move and Reeds Rains, as well as various local brands; repossession services; and
conveyancing panel management and support services to its franchisees and their
customers. It also offers business and domestic software development; and conveyancing
packaging services. The company was incorporated in 2004 and is based in Newcastle
upon Tyne, the United Kingdom.
Source: S&P Capital IQ Pro
Page | 50
Proxy Voting Form If you are attending the Meeting
in person, please bring this with you
for Securityholder registration.
The Agency Group Australia Ltd | ABN 52 118 913 232
Your proxy voting instruction must be received by 10.00am (AWST) on Monday, 25 August 2025, being not later than 48 hours
before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled
Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form:
YOUR NAME AND ADDRESS
Online
The name and address shown above is as it appears on the Company’s share register. If this information is
Use your computer or smartphone to
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
appoint a proxy at
portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their
https://investor.automic.com.au/#/loginsah or
broker of any changes.
scan the QR code below using your
STEP 1 – APPOINT A PROXY smartphone
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All BY MAIL:
your shares will be voted in accordance with such a direction unless you indicate only a portion of voting Automic
rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the GPO Box 5193
appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may
Sydney NSW 2001
vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY IN PERSON:
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Automic
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a Level 5, 126 Phillip Street
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
Sydney NSW 2000
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS BY EMAIL:
Individual: Where the holding is in one name, the Shareholder must sign. meetings@automicgroup.com.au
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a BY FACSIMILE:
certified photocopy of the power of attorney to this Proxy Voting Form when you return it. +61 2 8583 3040
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you. All enquiries to Automic:
Email Address: Please provide your email address in the space provided. WEBSITE:
By providing your email address, you elect to receive all communications despatched by the Company
https://automicgroup.com.au
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
PHONE:
CORPORATE REPRESENTATIVES 1300 288 664 (Within Australia)
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
+61 2 9698 5414 (Overseas)
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of The Agency Group Australia Ltd, to be held at 10.00am (AWST) on
Wednesday, 27 August 2025 at 68 Milligan Street PERTH WA 6000 hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
STEP 2 - Your voting direction
Resolutions For Against Abstain
1 APPROVAL OF ISSUE OF SHARES TO PETERS INVESTMENTS PTY LTD
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary AU1
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).