Ridley (RIC) Investor Presentation summary

Transaction highlights and strategic rationale

• Acquisition of IPF Distribution for $300m, with an option to acquire Geelong North Shore property for $75m, excluding manufacturing assets and related remediation costs.

• IPF Distribution holds a 46% market share on Australia's East Coast, distributing 2.2m tonnes in FY24.

• The deal establishes a new growth pillar, leveraging complementary distribution, logistics, and customer relationships.

• Expected to be over 25% EPS accretive in FY26 post-synergies, with estimated $7m annual synergies.

• Acquisition broadens and diversifies the portfolio, enhancing market leadership in agricultural services.

Transaction structure and funding

• Funded by a $350m revolving facility, $125m equity raising (entitlement offer and placement), and $50m vendor notes.

• Pro forma leverage expected at 1.3x LTM EBITDA at June 2025; acquisition value implies 5.0x EV/FY24 EBITDA post-synergies.

• Major shareholder AGR (19.4% stake) and directors committed to full participation in the entitlement offer.

• Capital raising fully underwritten at $2.12 per share, a 9% discount to last close.

• Working capital facility of $300m secured, to be finalized pre-completion.

IPF Distribution business overview

• Operates 13 primary distribution centres and 7 regional service centres, with a strong East Coast presence.

• Offers a diversified product range and channels, with value-added services such as custom blends and agronomy support.

• Secured long-term urea supply from Perdaman (700k tonnes/year from 2028) and ongoing MAP/DAP supply from Phosphate Hill.

• Reported pro forma adjusted EBITDA of $86m for FY24; robust supply chain and customer support infrastructure.

• Transitioning to an import-only model for certain products, with minimal expected financial impact.