LONDON, September 10, 2013 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus in its final form to be published by a new holding company (the "Company", to be named Arrow Global Group PLC) of Arrow Global Limited and other members of its group (together "Arrow Global" or the "Group") in due course in connection with the admission of the Company's ordinary shares (the "Ordinary Shares") to the premium listing segment of the Official List of the UK Listing Authority (the "UKLA") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). Following its publication the prospectus will (subject to certain access restrictions) be available from http://www.arrowglobal.net. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction.
Arrow Global today announces its intention to proceed with an initial public offering (the "Offer") of Ordinary Shares in Arrow Global Group PLC. It is intended that the Company will apply for admission of its Ordinary Shares to the premium listing segment of the Official List of the UKLA and to trading on the main market for listed securities of the London Stock Exchange.
Arrow Global is one of the UK's largest and fastest growing consumer debt purchasers and providers of receivables management solutions.(1) The Group is a regulated business that uses its proprietary data and analytics capabilities to acquire and manage defaulted consumer debt portfolios from financial institutions and other credit providers. Arrow Global had 3.4 million customers spread across approximately 5 million individual purchased accounts as at 30 June 2013.
- One of the UK's largest providers of debt purchase and receivables management solutions,(1) owning and managing over £8 billion (by face value) of defaulted consumer loans as at 30 June 2013.
- A fast growing business which achieved 55.5% revenue growth for the six months ended 30 June 2013 compared to the six months ended 30 June 2012.
- An innovator in applying sophisticated data technology to debt purchase, analysis and collections, with a large database targeted towards defaulted accounts in the UK.
- In the twelve months to 30 June 2013, Arrow Global invested £121 million in purchased loan portfolios with a face value of £1.6 billion and generated collections of £109.1 million, resulting in £72.7 million of free cash flow.(2)
- Arrow Global aims to deliver further growth and create value for shareholders by utilising its business model and strong position in growing markets to acquire portfolios while maintaining underwriting discipline. The Group may also expand into new asset classes and geographies.
- Arrow Global believes it has the potential for earnings and cash-flow growth that would provide capacity to pay dividends while continuing to invest in attractive portfolio opportunities.
- Arrow Global Group PLC to list on the premium listing segment of the Official List.
- Offer to comprise the sale of a portion of Ordinary Shares held by RBS Special Opportunities Fund ("RBS SOF"), certain other shareholders and management plus a primary issue of new Ordinary Shares by the Company to raise gross proceeds of approximately £50 million and achieve an expected minimum free float of 50%.
- Net proceeds of the Offer received by Arrow Global are intended to be used for future portfolio acquisitions.
- Goldman Sachs is acting as Global Co-ordinator, Sponsor and Joint Bookrunner on the Offer and Jefferies is acting as Joint Bookrunner. Canaccord and Numis are acting as Co-Lead Managers. Lazard is acting as financial adviser to Arrow Global in connection with the Offer.
Commenting on today's announcement, Tom Drury, Chief Executive Officer of Arrow Global, said:
"We are delighted to announce our intention to float, which marks the next stage in our drive to become Europe's leading debt purchaser. We believe that the public markets will provide the right long term capital for Arrow Global as a leading player in a debt purchase sector that has matured and become a structural component of the credit industry.
Arrow Global operates in a high growth market with significant barriers to entry. Our success is driven by our sophisticated data and analytics capabilities and strong reputation for compliance and risk management. We believe that these attributes taken together provide a platform from which to continue to grow with attractive returns, and offer investors a highly cash generative business with significant earnings visibility.
We look forward to being a listed company and focusing on delivering sustainable returns and generating value for our shareholders. At the same time, we look forward to continuing our commitment to providing our customers with an excellent service based on a fair and collaborative approach."
Background to the debt purchase markets
- Certain levels of defaults on unsecured consumer debts can be expected to occur throughout the credit cycle, as originators tend to design their loan pricing models and underwriting criteria assuming a level of default. The resulting rate of default in the UK has, on average, been between 3-6%.
- Customers with defaulted debt come from a range of backgrounds and income brackets, but the majority of them have, at some point, been granted credit by a mainstream lender on which they subsequently defaulted. Arrow Global believes that customers have an incentive to repay defaulted loans, as it can help repair their credit scores and regain control of their finances.
- Debt sale developed in the UK in the 1990s as a method for creditors to manage defaulted loans and to accelerate capital release for debts that were already fully or heavily provisioned and allow creditors to focus on their strengths. The scale, flexibility and long-term focus of leading debt purchasers makes them well placed to perform this role. Debt purchasers often have the ability to repair missing and erroneous customer data to find customers, accurately assess their circumstances and offer a sustainable and affordable repayment solution.
- Debt purchasers such as Arrow Global seek to understand customers' situations and work with them to agree an affordable repayment plan, often over a longer period than the original creditor would have been willing to agree. Arrow Global's focus is on loan balance repayment, and it does not charge interest or penalties on defaulted accounts.
The Group's key strengths
Structurally high growth markets
- Today, debt purchase has become a structural component of the credit industry in many markets and provides a sustainable solution for creditors facing increasing regulatory capital and liquidity requirements.
- Creditors also recognise the value of selling debts earlier in the defaulted collection lifecycle to specialist purchasers with the right data analytics and capabilities to assess, manage and collect the defaulted debt in a safe and compliant manner.
- In recent times, more than £10 billion of defaulted unsecured consumer debts have been created in the UK each year. This debt is sold at a discount, resulting in a defaulted debt purchase market of £861 million in 2012, which is forecast to increase at a compounding growth rate of c. 12% per year from approximately £950 million in 2013 to approximately £1.5 billion in 2017 (measured by purchase price).(3)
Well-positioned as one of the market leaders
- Arrow Global believes that it is well positioned for long-term success in the debt purchase markets. The Group has established relationships with leading debt sellers, a strong compliance track record and the scale to acquire large portfolios.
- The Group is one of the UK's largest defaulted consumer debt purchasers by face value and purchase price, and is also one of the leading purchasers of unsecured defaulted debt in Portugal, with more than €1.2 billion of assets (by face value) purchased to date. As at 30 June 2013, 92.5% (by purchase price) of the defaulted debt portfolios purchased by Arrow Global were originated in the UK with the remainder originated in Portugal.
A business model underpinned by leading data and analytics capabilities
- Arrow Global combines its data capabilities with outsourced collections, using a network of specialist Debt Collection Agencies ("DCAs") to manage the collections activity on its behalf on a variable cost basis using Arrow Global's data insight. This enables the Group to place accounts with the DCA most appropriate for each customer's circumstances.
- Arrow Global has developed innovative and sophisticated data analysis tools to help enable a better understanding of customers' individual circumstances to assist in setting affordable and sustainable repayment plans that are appropriate for the customer.
- Arrow Global believes that the scale and sophistication of its data and analytical capabilities also gives it an advantage in pricing loan portfolios, positioning it well to take advantage of market opportunities. Arrow Global has acquired loan portfolios for £68.5 million in H1 2013, and is targeting total loan portfolio purchases of £100 million for the 2013 financial year.
- Arrow Global enjoys strong relationships with leading debt sellers, and considers that its reputation, particularly for compliance, is the foundation of these. Arrow Global believes that it is well positioned in a debt purchase industry where large debt sellers increasingly look to sell defaulted debt portfolios to a few trusted leading debt purchasers with scale.
- Arrow Global has an established record of achieving collections on purchased portfolios against its original pre-acquisition underwriting projections, having collected 103% of those projected amounts from 1 January 2009 to 30 June 2013.
Highly cash generative business delivering attractive returns
- Arrow Global generated £72.7 million of free cash flow in the twelve months ended 30 June 2013.(2)
- Arrow Global believes it has the capacity to pay future dividends while continuing to invest in attractive portfolio opportunities and intends to follow a progressive dividend policy for the Group which will reflect long-term earnings and cash-flow growth.
Earnings visibility supported by value embedded in existing assets
- The Group has significant value and predictable future cashflows embedded in its existing portfolios, with £637.4 million of expected cashflows over the next 10 years from its existing assets as of 30 June 2013.
- The Group's cash flow profile is stable and predictable with approximately 75% of cash collected from the Group's existing portfolios in the three months ended 30 June 2013 derived from small, regular, annuity-like payment arrangements.
Ability to utilise flexible business model to deliver growth at attractive returns
- The Group regularly reviews opportunities arising in the broader debt purchase market, including new jurisdictions and asset classes, and has demonstrated an ability to expand into different types of consumer credit. Arrow Global's model of outsourcing collections to specialist DCAs on a variable cost basis has the flexibility to respond quickly to market conditions by purchasing in the asset classes, and from the sources of supply, which have the greatest expected returns.
- In addition, under its asset management arrangements, Arrow Global manages loan portfolios on behalf of third parties. This provides Arrow Global with an additional source of revenue, without the need for additional capital expenditure, and also provides Arrow Global with access to additional opportunities for portfolio purchases.
A prudent balance sheet
- The Directors intend to target an LTV ratio (Net Debt(4)/84-Month Gross ERC(5)) for the Group of less than 40% and a Net Debt to Adjusted EBITDA ratio of less than 2.5x.
Business and financial review
Measure As of 30 June 2013 120 month ERC(6) GBP637.4m Number of accounts ('000) 4,886 Number of loan portfolios 103 6 months 12 months to 30 June 2013 to 30 June 2013(7) Purchases of loan portfolios GBP68.5m GBP121.7m Collections on purchased loan portfolios GBP62.5m GBP109.1m Adjusted EBITDA(8) GBP43.4m GBP75.3m GBP19.0m Underlying Net Income(9) GBP13.6m
Board of directors
Jonathan Bloomer - proposed Non-Executive Chairman
Jonathan Bloomer spent six years at Cerberus Capital, a global private equity firm, between 2006 and 2012, where he held the position of European partner and was a senior member of their operations team. Prior to his time at Cerberus Capital, he spent ten years at Prudential PLC (1995 to 2005), where for five years he was the Group Chief Executive officer, and twenty years at Arthur Andersen (1974 to1994). Mr Bloomer is currently non-executive Chairman of Jardine Lloyd Thompson PLC's Employee Benefits business, Senior Independent Director of Hargreaves Lansdown PLC and is also a member of the Code Committee of the Takeover Panel.
Tom Drury - Chief Executive Officer
Tom Drury is the Group's CEO, with over 17 years of executive leadership experience. Mr Drury joined Arrow Global in 2011 from Shanks Group PLC, a FTSE 250 company, where he served as group chief executive from 2007 to 2011. Prior to joining Shanks, he served for 11 years as managing director of Vertex Data Science Limited, the business process outsourcing division of United Utilities (a FTSE 50 company) in the UK. Mr Drury also served on the board of United Utilities from 2005 to 2007. Mr. Drury received his degree in philosophy, politics and economics from Oxford University.
Zach Lewy - Founder and Executive Director
Zach Lewy is Arrow Global's founder and currently serves as the Company's Executive Director leading origination, corporate development and external relations. Mr Lewy has 15 years of executive experience in debt purchase, debt collections and contact centre management. He started Arrow Global in 2005. Previously, Mr Lewy worked at Vertex, the business process outsourcing division of United Utilities (a FTSE 50 company) in the UK. During this time, Mr. Lewy served in various roles including Corporate Development Director and President of Vertex North America, where Mr Lewy was the global product owner for debt management. Mr Lewy was co-Founder and executive director of 7C Limited, a UK based call centre operator, which was acquired by AT&T in 1998 and sold to Vertex in 2002. Mr. Lewy has a degree in economics with honours from Princeton University and a certificate in applied and computational mathematics from Princeton University. Mr. Lewy currently serves as the Chairman of the DBSG of the CSA.
Rob Memmott - Chief Financial Officer
Rob Memmott is the Group's CFO and has been a corporate chief financial officer for 12 years, and has over 17 years of experience in senior financial leadership roles in private equity backed and listed organisations. Prior to joining Arrow Global in 2011, Mr Memmott worked with Leeds Bradford International Airport Limited as chief financial officer and company secretary. He also previously served as finance director of Alfred McAlpine, which he joined from Servisair PLC, where he was chief financial officer. Mr Memmott has a degree in mathematics from the University of Sheffield and is a qualified chartered accountant.
Sir George Mathewson - Non-Executive Director and proposed Senior Independent Director
Sir George Mathewson is currently a Non-Executive Director and Chairman of Arrow Global Limited. Sir George served as the chief executive officer at the Scottish Development Agency from 1981 to 1987 and worked at 3i Group plc (formerly the ICFC) from 1972 to 1981. Prior to 1972, he spent five years in the United States as a professional engineer at Bell Aerospace Services, Inc. He joined The Royal Bank of Scotland Group plc in 1987 as a director of strategic planning and development. In January 1992, he was appointed as the group chief executive officer and following the acquisition of NatWest he was appointed as executive deputy chairman in 2000 and chairman in 2001. In 1995 he served as the president of the International Monetary Conference. In 1999 he was knighted in the New Year honours list for services to economic development and banking. He also holds several other board positions in the U.K. and U.S., including chairman of Tosca Asset Management and as a board member of DBRS Limited.
Lindsey McMurray - proposed Non-Executive Director
Lindsey McMurray is the head of RBS Equity Finance which manages the RBS Special Opportunities Fund. She has over 15 years of experience as a private equity investor. Prior to her time at RBS she was a partner at Cabot Square Capital, Ltd. for six years. She is also currently a non-executive director of several other RBS Special Opportunities Fund investments, and is a non-executive director of Intermediate Capital Group plc.
Malcolm Jackson - Non-Executive Director
Malcolm Jackson is currently a Non-Executive Director of Arrow Global Limited. He joined the Royal Bank of Scotland in 2002 and is currently a Managing Director of RBS Equity Finance, which manages the Special Opportunities Fund. He has over 14 years of experience in banking and financial services. Prior to joining the Royal Bank of Scotland, he was in structured finance at Mizuho International. Mr. Jackson began his career at PwC and is a qualified Chartered Accountant.
Robin Phipps - proposed Non-Executive Director
Robin Phipps spent twenty five years at Legal & General PLC between 1982 and 2007. Mr Phipps was formerly Group Executive Director at Legal & General responsible for the UK business, and previously held a wide range of senior positions, including Group Director of Sales and Marketing, Group Director of Retail, Managing Director of Customer Services and Director of Information Technology. He is currently a non-executive director of Resolution and Friends Life, Partnership Assurance and IFG Financial Services Group.
It is intended that additional independent non-executive directors will be appointed to the board in due course.
1 As measured by debt purchasers' last reported estimated remaining collections on their loan portfolios for a future 120-month period.
2 Free cash flow pre-financing, taxes and portfolio purchases, which is Adjusted EBITDA(8) after the effect of capital expenditure and working capital movements.
3 Source: OC&C Strategy Consultants.
4 Means the sum of the 7.875% senior secured notes due 2020 issued by Arrow Global Finance plc on 29 January 2013, accrued interest thereon, and amounts outstanding under the Group's revolving credit facility, less cash and cash equivalents.
5 The Group's estimated remaining collections on purchased loan portfolios over an 84-month period.
6 The Group's estimated remaining collections on purchased loan portfolios over a 120-month period.
7 The financial data for the 12 months ended 30 June 2013 are compiled by adding the Group's consolidated financial information for the year ended 31 December 2012 to its consolidated financial information for the six months ended 30 June 2013 and subtracting its consolidated financial information for the six months ended 30 June 2012.
8 Adjusted EBITDA represents collections from purchased loan portfolios, which includes income from purchased loan portfolios adding back portfolio amortisation, including the effects of income from asset management, other income and operating expenses, and excluding the effects of depreciation and amortisation, foreign exchange (gains)/losses, amortisation of acquisition and bank facility fees and exceptional items included under professional fees and services and other operating expenses.
9 Means (loss)/profit for the period attributable to equity shareholders adjusted for the post-tax effect of exceptional items.
RBS Special Opportunities Fund
RBS Asset Management Limited, acting through its Equity Finance division, manages the RBS Special Opportunities Fund (SOF), a £1.1bn fund with a broad mandate to invest in a wide range of deal types with a focus on financial and business services. SOF acquired Arrow Global in 2009 together with management. The Royal Bank of Scotland Group plc is a limited partner in SOF with approximately 13.5% of total fund commitments.
This announcement contains '‘forward-looking'’ statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of the Group. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "targets", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not historical facts. Forward- looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or the Group with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of the Group and the industry in which it operates.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this document. The Group, Goldman Sachs International and Jefferies International Limited and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority ("FCA").
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, these materials are not an offer of securities for sale in the United States. The securities proposed to be offered by the Group have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
Any purchase or subscription of Ordinary Shares in the proposed Offer or other securities should be made solely on the basis of the information contained in the final form prospectus to be issued by the Group in connection with the Offer. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. However, the Group does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Group to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. Goldman Sachs International, Jefferies International Limited, Canaccord Genuity Limited and Numis Securities Limited (together, the "Banks"), each of which is, in the United Kingdom, authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and FCA, are acting exclusively for the Company and no one else in connection with the Offer and will not regard any other person as their client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Group or related investments in connection with the Offer or otherwise. Accordingly, references in the prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager may, for stabilisation purposes or otherwise, over-allot Ordinary Shares up to a maximum additional 15 per cent. of the total number of Ordinary Shares comprised in the Offer. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any overallotments made and/or stabilisation transactions conducted in relation to the Offer.
The contents of this announcement, which have been prepared by and are the sole responsibility of Arrow Global Limited, have been approved by Goldman Sachs International solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended).
Arrow Global: +44-(0)800-130-0169
Tom Drury (Chief Executive Officer)
Rob Memmott (Chief Financial Officer)
College Hill (PR Advisors to Arrow Global): +44-(0)20-7457-2020
Goldman Sachs International (Sponsor, Global Co-ordinator and Joint Bookrunner)
Jefferies International (Joint Bookrunner) +44-(0)207-029-8000
SOURCE Arrow Global