NAC

23

NAOS Ex-50 OPPORTUNITIES COMPANY LIMITED

Annual Report 2023

ACN 169 448 837

CONTENTS

Key Dates
Year at a Glance
Board of Directors
Chair's Message
Letter from the Chair
Investment Manager’s Review
NAC Core Investments
Investing with NAOS Asset Management
Our Values
Our Investment Beliefs
Our Investment Process
NAOS Qualitative Information Sources
Our ESG Process
Our Investee Companies and Their ESG Journey
Our Team
Shareholder Communications
NAOS Giving Back
Corporate Governance Statement
Download the Annual Report

Acknowledgement of Country

We acknowledge the Traditional Owners of Country throughout Australia and recognise their continuing connection to lands, waters and communities. We pay our respect to Aboriginal and Torres Strait Islander cultures; and to Elders past and present.

KEY DATES

2023 ANNUAL GENERAL MEETING

Tuesday 14 November 2023

NAOS Ex-50 Opportunities Company Limited advises that its Annual General Meeting (AGM) will be held at 11.00 am (AEDT) on Tuesday 14 November 2023 at The Fullerton Hotel, No. 1 Martin Place, Sydney NSW 2000.

Further details relating to the AGM will be advised in the Notice of Meeting to be sent to all shareholders and released to the ASX immediately after dispatch.

In accordance with the ASX Listing Rules, valid nominations for the position of Director are required to be lodged at the registered office of the Company no later than 5.00 pm (AEST) on 19 September 2023.

FY23 FINAL QUARTERLY DIVIDEND DATES

Ex-Dividend Date: 
Wednesday 6 September 2023
Record Date: 
Thursday 7 September 2023
Last Date for DRP Election: 
Friday 8 September 2023
Payment Date:
Wednesday 27 September 2023

NAOS INVESTOR ROADSHOW

The NAOS Investor Roadshow will be coming to a city near you this October. Join us as the investment team discusses its investment philosophy and process and provides an outlook on the market. We will also highlight a selection of stocks that are held within our Listed Investment Companies (LICs).

We invite you to come along with a guest, meet us in person, and understand more about NAOS Asset Management (NAOS) and our LICs. Register today to secure your seat.

Adelaide
Thursday 12 October
10.30 am–12.00 pm

Mayfair Hotel
45 King William Street
Adelaide SA 5000

Canberra
Tuesday 24 October
10.30 am–12.00 pm

Hyatt Hotel Canberra
120 Commonwealth Avenue
Canberra ACT 2600

Melbourne
Tuesday 17 October
10.30 am–12.00 pm

The Westin Melbourne
205 Collins Street
Melbourne VIC 3000

Perth
Tuesday 24 October
11.00 am–12.30 pm

InterContinental Perth
City Centre
815 Hay Street
Perth WA 6000

Brisbane
Thursday 19 October
10.30 am–12.00 pm

Customs House
399 Queen Street
Brisbane QLD 4000

Sydney
Thursday 26 October
10.30 am–12.00 pm

Australian Museum
1 William Street
Sydney NSW 2010

Newcastle
Monday 23 October
10.30 am–12.00 pm

Rydges Newcastle
Wharf Road and
Merewether Street
Newcastle NSW 2300

Visit naos.com.au/events for more information.

NAOS Ex-50 Opportunities
Company Limited

NAOS Ex-50 Opportunities Company Limited (ASX: NAC) seeks to provide long-term, concentrated exposure to Australian emerging companies while providing a sustainable, growing stream of dividends franked to the maximum extent possible, and long-term investment performance above the Benchmark Index, being the S&P/ASX 300 Industrials Accumulation Index (XKIAI).

Key Highlights

+18.15%

FY23 Investment Portfolio Performance

+6.50%

FY23 Investment Portfolio Outperformance to Benchmark

6.0 cps

Fully Franked FY23 Dividend

$5.8 million

FY23 Net Profit After Tax

KEY METRICS AS AT 30 JUNE 2023

Pre-tax Net Tangible Assets per Share

$1.03

Post-tax Net Tangible Assets per Share

$1.04

Fully Franked FY23 Dividend (cents per share)

6.0 cents

Fully Franked Dividend Yield

6.82%

Share Price

$0.88

Shares on Issue

43,832,995

Convertible Note Price (ASX: NACGA)

$94.50

Convertible Notes on Issue

175,000

Directors’ Shareholding (number of shares)

8,895,413

Profits Reserve (cents per share)

46.4 cents

INVESTMENT PORTFOLIO PERFORMANCE AS AT 30 JUNE 2023

NAC Investment
Portfolio Performance*
S&P/ASX 300 Industrials Accumulation Index
Performance Relative
to Benchmark
1 Year
+18.15%
+11.65%
+6.50%
3 Years (p.a.)
+11.42%
+8.92%
+2.50%
5 Years (p.a.)
+8.35%
+5.67%
+2.68%
8 Years (p.a.)
+10.89%
+6.47%
+4.42%
Inception (p.a.)
+11.18%
+6.62%
+4.56%
Inception (Total Return)
+149.67%
+73.82%
+75.85%

*Investment Portfolio Performance is post all operating expenses before fees, taxes, interest, initial IPO commissions and all subsequent capital-raising costs. Performance has not been grossed up for franking credits received by shareholders. Since inception (p.a. and Total Return) includes part performance for the month of November 2014. Returns compounded for periods greater than 12 months.

BOARD OF DIRECTORS

SARAH Williams

Independent Chair
View Biography

SEBASTIAN EVANS

Director
View Biography

DAVID RICKARDS OAM

Independent Director
View Biography

WARWICK EVANS

Director
View Biography

CHAIR'S Message

SARAH WILLIAMS

Independent Chair

Letter from the Chair

Dear fellow shareholders, 

On behalf of the Board, welcome to the Annual Report of NAOS Ex-50 Opportunities Company Limited for the financial year ended 30 June 2023. I would like to thank all shareholders for your continued support and welcome all new shareholders.

For the financial year ending 30 June 2023 (FY23), the Company recorded an after-tax profit of $5.82 million (FY22: after-tax loss of $18.29 million). I am pleased to report that the NAC Investment Portfolio returned +18.15% for the financial year, outperforming the Benchmark S&P/ASX 300 Industrials Accumulation Index, which returned +11.65%.

One of the objectives of the Company is to deliver a sustainable, growing stream of quarterly dividends to shareholders, franked to the maximum extent possible. I am pleased to announce the Board has declared an increased fully franked final quarterly dividend of 1.65 cents per share, which brings the FY23 fully franked dividend to a record 6.0 cents per share. This represents a 6.82% net yield, based on the 30 June 2023 share price of $0.88. The profit reserve balance at year end was $20.34 million, or 46.4 cents per share, and since inception in 2014, the Company has now declared a total of 45.15 cents per share in fully franked dividends.

The key change in FY23 for equity market investors was a substantial increase in the risk-free rate (interest rates), which directly impacts what investors are willing to pay for businesses. With interest rates having risen at the second-fastest rate in history to combat inflation, the impact of these movements will no doubt be more keenly felt in FY24, even if the Reserve Bank of Australia (RBA) is now nearing the end of its rate-hiking cycle.

Despite the rapid interest rate rises, the Australian employment market has remained very tight, with both employment and participation rates at record highs. A noticeable shift through the latter part of FY23 has been a change in consumer preferences, particularly away from discretionary spending, as debt servicing, broad inflation and a more uncertain economic outlook have dampened consumer optimism. Amid this ongoing macroeconomic uncertainty, the Company will abide by its long-term investment approach by ensuring all investments have the financial and human resources not only to survive in such times, but also lay the foundations to maximise future earnings growth when more accommodating macro conditions return.

NAC Fully Franked Dividend History

NAC Pre-Tax NTA Performance

The pre-tax Net Tangible Asset (NTA) backing per share of the Company increased from $0.90 to $1.03 over the financial year, with positive performance of the Investment Portfolio increasing the NTA per share by 22.74 cents. 5.45 cents per share was paid to shareholders in fully franked dividends, and management fees and interest expense on convertible notes decreased the NTA by 2.37 cents per share and 2.15 cents per share respectively. As the buyback of shares by the Company at a discount is accretive to NTA per share, this was a positive contributor to the Company’s NTA during the financial year, adding a further 0.48 cents per share.

The Total Shareholder Return (TSR), which measures the change in the share price together with dividends paid over the period, was +7.30%. This measure does not include the benefit of franking credits received by shareholders through franked dividends. The TSR is reflective of the positive performance of the Investment Portfolio but was impacted by a widening of the share price discount to pre-tax NTA, which closed the year at –14.56%.

The Board remains committed to closing this discount through several key initiatives:

  • On-market Share Buyback: The Company continued its active share buyback program in FY23, acquiring and cancelling 1.17 million shares in FY23, which has been accretive for all shareholders. The Directors believe a share buyback program is a vital part of its capital management strategy to maximise value for all shareholders over the long term. When shares are trading below NTA, it allows shares to be acquired at not only a discount to the current NTA of the Company, but also at what may prove to be a greater discount to the potential future value of the investee companies.
  • No Dilutionary Share Issues: The Company will not issue shares below the post-tax NTA per share of the Company, as the Board does not believe this to be in the best interests of shareholders. As an example, for those shareholders who participated in the Dividend Reinvestment Plan (DRP) it is important to note the Company did not issue shares at a discount to NTA, but instead acquired shares on market to ensure this capital management activity was completed without any potential dilution for existing shareholders.
  • Differentiated and Consistent Investment Strategy: The Company continues to follow its investment strategy and there will be no significant deviation from this strategy over the long term, ensuring that all shareholders understand what the Company is aiming to provide. The Board believes the strategy is unique and differentiated, with little scope for it to be replicated.
  • Alignment: The Directors as well as the staff of the Investment Manager have increased their ownership of NAC shares significantly since inception and will endeavour to continue to do so, ensuring strong alignment with all shareholders. As at the end of the financial year, Directors own a total of 8.90 million NAC shares.
  • Dividends: The Company will continue to focus on delivering a sustainable, growing stream of dividends, franked to the maximum extent possible while maintaining an adequate profit reserve balance.
  • Shareholder Communications: The Company places a high priority on providing shareholders with timely, regular updates on the Company’s performance and investment philosophy, and the performance of the underlying businesses held in the Investment Portfolio. These updates are delivered in the form of monthly NTA and portfolio updates, a new Quarterly Investment Report, quarterly Investor Update Webinars and regular investment insights, along with an Annual Investor Roadshow.

While the current macro environment may continue to prove challenging for smaller companies as we move through FY24, the Board believes the NAOS investment philosophy will continue to generate strong performance for shareholders over the longer term.

On behalf of the Board of Directors, I would like to thank the staff of the Investment Manager for their efforts over the course of the financial year.

Sarah Williams
Independent Chair

22 August 2023

SEBASTIAN EVANS

Managing Director
and Chief Investment Officer,
NAOS Asset Management Limited

Investment Manager's Review

Dear fellow shareholders, 

For the financial year ending 30 June 2023 (FY23), the NAC Investment Portfolio returned +18.15%, outperforming the benchmark S&P/ASX 300 Industrials Accumulation Index (XKIAI), which increased by +11.65%. This brings Investment Portfolio performance since inception to +11.18% p.a., outperforming the XKIAI return of +6.62% p.a. over the past 9 years and 8 months.

Was it Really Transitory?

It felt like the term most frequently used (and often misused) during the last 12 months was ‘transitory’. However, as investors persisted through FY23, the use of the word gradually declined to the point where it seemed to have almost vanished from everyone’s vocabulary. FY23 taught us an important lesson: certain macro movements and events, such as inflation, interest rate rises, labour shortages and even wars, have proven to be anything but transitory. None of the aforementioned factors have shown any signs of reversing soon. The graph below illustrates that valuation compression has not subsided, and the recent stabilisation of price-to-earnings (P/E) valuations for industrial businesses within the S&P/ASX 200 can be attributed more to the slowing or declining earnings of these businesses rather than stock prices moving higher.

S&P/ASX 200 – Valuation (Price to Earnings)

Source: FactSet

The actions of the Reserve Bank of Australia (RBA) in raising interest rates to combat persistently high inflation has resulted in lower risk, or risk-free investments, providing increasingly acceptable returns for investors, particularly when compared to numerous equity investments. When this tightening cycle commenced in FY22 there was a noticeable shift among investors, who began reassessing their overall exposure to equities due to the availability of alternative, risk-free returns, and equity markets consequently experienced declines, especially in sectors with inflated or irrational valuations.

Over the last 12 months, interest rate rises and inflationary pressures have continued to generate the most headlines, and their impact has extended into the wider economy, with the effects keenly felt by the consumer, businesses, and asset prices. Labour shortages also continue to be a significant challenge in the post-COVID environment, with many businesses desperate to hire staff, as shown in the graph below.

Job Vacancies – Australia

Source: FactSet

These various factors have led to a significant increase in uncertainty around the earnings trajectories of many listed businesses, particularly retail and consumer discretionary stocks. Towards the end of FY23, several companies provided trading updates confirming that the current macro environment was now adversely impacting their operations in a significant manner. Such examples included retailers Universal Store Holdings (ASX: UNI), Michael Hill International (ASX: MHJ), City Chic Collective (ASX: CCX), Dusk Group (ASX: DSK) and Baby Bunting (ASX: BBN).

Arguably, the investing environment we face today was last experienced more than a decade ago. During that period, interest rates offered a reasonable return, businesses with negative cash flows were not valued on revenue multiples, and economic cycles occurred. Admittedly, economic cycles can bring with them short-term pain for investors and businesses alike, but they can also bring extraordinary opportunities. The two following graphs highlight how depressed the current opportunity set is within emerging companies. The first graph compares the price performance of small cap industrial businesses relative to their larger peers over the past three years, highlighting that small cap industrials have underperformed their larger peers by ~40% on a peak-to-trough analysis or by 15% over the three-year period.

When we review the data over a longer period (in this case, since June 2001) the underperformance is significantly more pronounced, with the discount of emerging industrial businesses to their larger counterparts at its widest level, even when factoring in the global financial crisis (GFC) and tech wreck in the early 2000s. Price movements can often be indiscriminate, but one thing the share price movements of emerging businesses taught us during both the GFC and the COVID-19 pandemic, was that investing in quality, proven and well-funded businesses during such times can yield fantastic returns. Another important lesson learned is that picking share price lows is a futile exercise, especially when investing in large dollar amounts, and while there may be short-term pain in some cases, we firmly believe the long-term gains will be significantly outsized for many emerging businesses.

S&P/ASX Small Industrials Relative to S&P/ASX 200 Industrials – 2020 to 2023

Source: FactSet

S&P/ASX Small Industrials Relative to S&P/ASX 200 Industrials – 22-Year History

Source: FactSet

Events of Significance

In my experience of over 16 years in investing, one thing that has become abundantly clear is that share price movements are typically the culmination of a series of prior events related to the business and accompanied by a considerable amount of hard work. With this in mind, I highlight below several events that transpired in FY23, which, in our view, have the potential to generate outsized shareholder returns in the coming years.

Urbanise.com Successful Implementation of Colliers Contract

As at the end of June 2023, Urbanise.com (ASX: UBN) had a market capitalisation of just $35 million, so when the company announced the successful implementation of the UBN software into the Colliers platform, it marked a significant milestone in what could be a company-defining process.

We believe this is a significant event for many reasons, including the following:

Tier-1 client: Colliers represents the first Tier-1 client to roll out the Urbanise FM software across an entire division nationwide. Given the highly competitive nature of the facilities management and real estate services sector, in our view the adoption of UBN’s platform is an indicator of its potential to deliver productivity and efficiency gains. If Colliers has a positive experience with this platform, we believe other Tier-1 providers will consider UBN’s solution.

FM client of scale: Colliers has stated that the UBN software has been rolled out to approximately 400 employees. Additionally, we believe subcontractors working with Colliers will also need to use the UBN software, meaning over 1,000 further individuals will have direct contact with the UBN platform. If UBN is able to prove it can handle such scale, it will further strengthen its credentials for future client tenders.

Growth avenues: Positive feedback from Colliers opens up the potential for further expansion within Colliers, i.e. New Zealand, Singapore, and other Australian divisions. UBN should also be well placed to win work with other Tier-1 providers in the industry, such as CBRE, Lendlease, JLL and others. Additionally, UBN’s work with Colliers could attract interest from adjacent industries, such as aged-care businesses (a vertical in which UBN has existing customers) or any organisations with large property portfolios requiring regular maintenance to meet regulatory requirements.

MOVE Logistics CEO Appointment

In early CY23, Craig Evans was appointed CEO of MOVE Logistics (ASX/NZX: MOV), filling a role that had been vacant since July 2021. We strongly believe Craig’s appointment will play a pivotal role in MOVE’s potential success as a highly profitable and efficient business. Craig Evans had an impressive 34-year tenure at Mainfreight (NZX: MFT), starting in 1987 as a branch manager and eventually being appointed New Zealand country manager in 2015. When Craig announced his retirement from MFT, this excerpt from the MFT Team Newsletter praised his contribution with the following statement:

“Craig Evans, a legend of our business, has announced his intention to finish in the New Year, after 34 years of service with Mainfreight. Craig has played a key role for us across many and various leadership roles, of late leading our New Zealand team. During this time, the business has developed tremendously and is achieving record levels of growth and profitability. Our network intensity and customer reach has increased, with many new facilities built under his guidance.”

Over his six-year tenure as country manager, this division of MFT grew from a revenue base of $563 million with EBITDA of $78 million, to a revenue base of $1.13 billion with a PBT of $137 million (which we estimate implies an EBITDA of ~$165 million). While we acknowledge that no individual alone can determine the fate of a business, we believe that Craig is exceptionally qualified to lead the MOVE business.

Craig’s appointment builds on the complete overhaul of the MOVE executive team, which consists of more than 10 executives with prior experience with the likes of Mainfreight, Toll Holdings and Linfox.

Given that Craig joined MOVE in the second half of the financial year, tangible progress in terms of strategy and financial results for FY23 is yet to be seen by investors. However, we have confidence that Craig and his team will develop a strategic plan that maximises MOVE’s potential for all stakeholders. The details of this plan are expected to be made public early in FY24, providing the market with insight into the growth opportunities and potential improvements in both profit margins and revenue profile for the business.

MaxiPARTS' Acquisition of Forch Australia

Despite being a standalone business for just two years post the divestment of the trailer business in 2021, MaxiPARTS (ASX: MXI) has hit the ground running on the acquisition front. It started with the acquisition of Truckzone in FY22, and was followed by the recent acquisition of Forch Australia, a distributor of workshop consumables, in March 2023.

While the estimated EBITDA of $2.5 million from the Forch acquisition may not be a transformative deal on its own, it is worth noting that over 80% of the current EBITDA is generated in a single state, Western Australia. As such, we believe there is the potential for significant EBITDA growth as the business expands into other states such as New South Wales and Victoria. We believe there is only a single meaningful competitor to Forch: Germany-based Würth Group. Based on the public information we could source, this business recorded >$175 million of revenue in CY22, highlighting the opportunity that MXI has with this recent acquisition.

Although MXI may not appear to be a business that has significant earnings growth potential given it is not operating in a high-growth industry, we continue to believe that in a few years’ time, the company has the potential to organically generate EBITDA of ~$35 million, a significant increase on the ~$14 million it generated in FY22. We also expect MXI to have numerous capital management options as the business should be in a significant net cash position in the next 12–18 months.

FY23 Notable Investment Portfolio Contributors and Detractors


Contributors

Gentrack Group (ASX: GTK)

From a share price perspective it has been an outstanding year for GTK, with the share price increasing by 201% over FY23. It never ceases to amaze me how sentiment around listed businesses can change so quickly in such a short period of time, which often leads to a high level of volatility within the valuation applied to these businesses due to the subjectivity involved.

Just last year, many investors had concerns around potential client churn (particularly in the UK), poor client experience and the competitive landscape. However, fast forward to today, and the management of GTK has been able to upgrade revenue guidance on a number of occasions as a result of minimal client churn, numerous new client wins, and upgrade works for existing customers. GTK’s management now has a level of confidence in its software offering, customer needs and also the industry drivers, which has enabled the company to commence a global expansion strategy starting in South-East Asia, with early successes in Singapore.

We believe the recent re-rate of the GTK share price has been predominantly driven by the valuation of the existing business and does not fully capture the potential for GTK to accelerate earnings growth. The renewable energy transformation is creating a significant ‘once-in-a-generation’-type churn event, as current and prospective utility-provider customers look to upgrade their billing platforms to ensure they can operate effectively going forward. This is because renewables bring with it an added layer of complexity from a billing perspective; something many incumbent systems cannot cater for effectively. In our opinion, this presents an opportunity for GTK to grow earnings at a faster rate over time.

MaxiPARTS (ASX: MXI)

As mentioned in the above section, MXI’s management has not wasted any time as a standalone business and are laser-focused on maximising the growth potential of the business over the next three to five years. In FY23, MXI shares re-rated in a moderate manner, driven by a strong half-year result followed by the acquisition of Forch Australia.

From an industry point of view, Australia has one of the oldest truck fleets globally, with the average age of a heavy truck at 16.3 years compared to the European Union (14.2 years), United States (14.5 years) and United Kingdom (7.6 years). While supply chain issues are still affecting the manufacturing and delivery of new trucks to Australia, trucks are being used for longer rather than being retired, and are also being used more, with the number of kilometres increasing steadily since 1985, as shown in the following chart.

An Increasingly Ageing Truck Fleet is Hauling More Freight

Source: Bureau of Infrastructure and Transport Research Economics

We believe MXI will demand a significant valuation re-rate as the business demonstrates its ability to scale in a highly profitable manner. Unlike BRI, MXI fortunately has a clear comparable from a valuation perspective, in the form of direct competitor, Supply Network Limited (ASX: SNL). SNL is a business of similar size but with a long history of delivering outsized returns to shareholders in a capital efficient manner. Currently, SNL trades on a P/E multiple of approximately 22 times, which we consider reasonable for a business of SNL’s calibre, but it is a valuation multiple we believe, based on consensus, estimates to be over 50% above that of MXI’s.

Detractors

Eureka Group Holdings (ASX: EGH)

In the case of EGH, the warning signs were apparent in FY22, and things worsened in FY23 as margins were eroded when interest costs were not adequately hedged, and the business then completed an equity raising to deleverage the balance sheet and embark on greenfield expansions. As we stated in a number of our previous investor communications, we lost confidence in management’s ability to consistently grow earnings in an accretive manner, and we would argue a lack of transparency and an unsatisfactory capital management strategy has resulted in a poor earnings per share (EPS) profile over the past few years. In our view, a significant opportunity cost existed and as such, we exited our investment and reinvested the funds into other investment opportunities we believed could compound our capital at a higher rate.

Urbanise.com (ASX: UBN)

As mentioned earlier, FY23 was a year of transition for UBN, during which the company took several steps to mature as a business and ensure the future looks brighter than the recent past. In our view, these steps resulted in lower short-term revenue growth and cash inflows, and consequently the UBN share price suffered a significant decline over FY23.

Some of the notable steps taken by UBN included:

  • the appointment of a highly regarded director with extensive experience in software and technological businesses;
  • value-added product redesigns and successful implementation of Tier-1 customer Colliers onto the UBN software platform;
  • completion of a placement to ensure sufficient funding and eliminate potential distractions during client tender processes;
  • remodelling of the product roadmap to ensure customer needs are met on a timely basis;
  • significant change in the executive team, including the appointment of a full-time CEO (previously CFO), a new CFO, and adjustments to the business development teams.

FY24 will be a critical year for UBN, with the focus on converting the pipeline of potential customers and achieving revenue growth of at least 15% per annum.

FY24 Outlook

As we move into FY24, the prevailing sense of uncertainty has led to very little conviction amongst the investment community as well as many business leaders. In our experience, uncertainty generally leads to lower valuations, especially for emerging businesses. However, when taking a step back and applying a small dose of objectivity and rationalisation, it becomes evident for a number of areas within the economy that while the wheels may indeed slow, they will continue to turn. Over time, it is not unreasonable to expect that these sectors will regain momentum and, consequently, valuations will also increase.

I use this analogy as we want all our investments to be exposed to industries that will grow over time, as we have found this not only greatly reduces the risk of entering into a poor investment, but also increases the probability of the investment generating outsized positive returns over the long term. We believe many, if not all, of our core investments have exposure to industries with significant tailwinds that include:

  • continued build-out of large-scale industrial and apartment projects (Urbanise.com);
  • ageing and more complex trucking fleet(s) (MaxiPARTS);
  • completing the infrastructure project backlog (COG Financial Services);
  • supply-chain pressures and risk-mitigation strategies (MOVE Logistics);
  • transition to renewable energy generation (Gentrack Group);
  • managing the cyber-security threat to SMEs and MEs (Dropsuite).

One other thematic we also believe will come to the forefront over the next 12–18 months will be the advantage public businesses will have relative to their private counterparts, given the challenging macroeconomic conditions that are likely to persist. Numerous industries are dominated by private businesses that have founders from the baby-boomer generation. Many of these founders will be approaching decisions regarding succession or potential expansion opportunities. Both pathways can be fraught with financial risk and a level of uncertainty, which can lead a founder to seek the sale of an entire business so as to provide certainty to all parties involved. COG and MXI have already made strategic acquisitions in this regard, and we expect them to continue pursuing such opportunities.

Furthermore, we believe that MOVE, Dropsuite and Gentrack will also seize on similar opportunities if they make financial and strategic sense.

FY24 may well prove to be another turbulent year for emerging equities, but we remain steadfast in our commitment to providing our shareholders exposure to businesses that are led by capable and aligned management teams, are not overly reliant on capital, maintain strong balance sheets for financial flexibility, and have significant exposure to industries with long-term growth potential. We firmly believe the long-term future of all of our investee companies to be bright, and although the next 12 months may see further share price volatility, we fully expect these businesses to emerge from FY24 in improved strategic and financial positions.

The entire team is acutely aware of the trust you have placed in us to manage your capital and we greatly appreciate your ongoing support.

Kind regards,

Sebastian Evans
Managing Director and Chief Investment Officer
NAOS Asset Management Limited 

NAC Core Investments

MOVE LOGISTICS

ASX/NZX: MOV
movelogistics.com

MOVE Logistics is one of the largest freight and logistics providers in New Zealand. It has a large network of 41 branches across the two main islands of New Zealand, with capability to serve more than 3,500 customers. Originally listed on the New Zealand stock exchange, the business dual listed on the ASX in July 2022.

MAXIPARTS

ASX: MXI
maxiparts.com.au

MaxiPARTS (MXI) is a supplier of commercial truck and trailer aftermarket parts to the road transportation industry. In operation for over 30 years, MXI is one of the largest operators in Australia, with a unified support and distribution network providing over 50,000 different parts across 27 sites nationwide.

GENTRACK GROUP

ASX: GTK
gentrack.com

Gentrack (GTK) is a global software specialist operating in six countries, whose solutions support energy utilities, water companies and airports. GTK’s customer- and billing-focused products are mission-critical for utility-retailing companies across the UK, Australia, New Zealand and Singapore. GTK’s Veovo airport operations software is used by more than 120 airports and transport authorities globally.

DROPSUITE

ASX: DSE
dropsuite.com

Dropsuite (DSE) is a partner-centric cloud-based software platform enabling businesses and organisations globally to backup, archive, recover and protect important business information. DSE helps to protect more than one million users globally from data loss on platforms such as Microsoft 365 and Google Workspace.

URBANISE.COM

ASX: UBN
urbanise.com

Urbanise.com is an Australia-headquartered cloud-based software business, providing solutions for both the strata management industry as well as the facilities management industry in the Asia–Pacific and Middle East regions. The Urbanise Strata Platform is a market-leading accounting and administration software system used by strata managers across ~700,000 individual strata lots. The Urbanise Facilities Management Platform is used to aid the maintenance of property assets and supervision of contractors across various sectors including aged care, retail, commercial and essential infrastructure.

COG FINANCIAL SERVICES

ASX: COG
cogfs.com.au

COG Financial Services (COG) is Australia’s leading aggregator of finance brokers and equipment-leasing services to small and medium-sized enterprises (SMEs). COG’s operations are spread across three complementary business divisions: Finance Broking & Aggregation (FB&A), Lending & Funds Management, and Novated Leasing, all of which service the financial needs of SMEs nationwide. At 1HFY23, COG had a ~21% market share of the Australian Asset Finance Broking market, with the COG network financing $6.7 billion in assets for SMEs in FY22. COG has been highly acquisitive in recent years, acquiring finance brokers, insurance brokers, as well as fund management and novated-leasing businesses.

INVESTING WITH NAOS ASSET MANAGEMENT

NAOS Asset Management is a specialist fund manager providing concentrated exposure to quality public and private emerging companies.

NAOS takes a concentrated and long-term approach to investing and aims to work collaboratively with businesses rather than be a passive shareholder. NAOS seeks to invest in businesses with established moats and significant exposure to structural industry tailwinds, which are run by proven, aligned and transparent management teams who have a clear understanding of how to compound capital.

We look to build large investments in businesses and from time to time will seek board representation or look to appoint highly regarded independent directors. Importantly, NAOS, its Directors and staff are significant shareholders in the NAOS LICs, ensuring strong alignment with all shareholders.

NAOS is B Corp Certified. As a B Corp in the financial services industry, we are counted among businesses that are leading a global movement for an inclusive, equitable and a regenerative economy.

NAOS launched its first LIC in 2013 with 400 shareholders. Today, NAOS manages approximately $300 million across three LIC vehicles and one private investment fund, for more than 7,000 shareholders.

OUR VALUES

Encourage independent thinking

Rather than follow the crowd, we prefer to pave the way with innovation and provide a better outcome for our stakeholders. We have a disciplined investment process and do not get caught up in the hype and noise of the market.

Do one thing and do it really, really well

At NAOS, we focus on providing concentrated exposure to quality public and private emerging companies – and we strive to be the best at this.

Tell it like it is

At NAOS, we are honest and transparent. We continue to exist due to the earned trust of our shareholders.

Have the right people in the right environment

Each NAOS employee has been specifically chosen for their unique ability, proven experience and willingness to learn. At NAOS, we have created an inclusive work culture and one that supports all our employees.

Be invested and aligned

As NAOS Directors and employees, we have a significant interest in NAOS’ investment strategies. This means we are invested alongside our shareholders, creating a strong alignment of interests.

Have a long-term perspective

We believe in investing in businesses where the earnings today are not a fair reflection of what the same business may earn over the longer term. Prior to investing in a business, we ask ourselves: Do we want to own this business forever?

Act responsibly

We are responsible for investing our fellow shareholders’ funds and we do not take this responsibility lightly. At NAOS we seek to always act responsibly and diligently in all matters – from our investment choices through to our shareholder communications.

Be an owner

NAOS employees strive to make NAOS a success by taking ownership of their tasks and responsibilities. In addition, NAOS Asset Management Limited is majority owned by employees and Directors.

Give back

As a company, we have committed to pledge 1% of our revenue, time and knowledge to movements and missions that matter. We want to make a difference and aim to contribute to economic, social and environmental change.

Our Investment Beliefs

VALUE WITH LONG-TERM GROWTH

We believe in investing in businesses where the earnings today are not a fair reflection of what the same business will earn over the longer term. Ultimately, this earnings growth can be driven by many factors, including revenue growth, margin growth, cost cutting, acquisitions and even share buybacks. The result is earnings growth over a long-term investment horizon, even if the business was perceived to be a value-type business at the time of the initial investment.

QUALITY OVER QUANTITY

Excessive diversification, or holding too many investments, may be detrimental to overall portfolio performance. We believe it is better to approach each investment decision with conviction. In our view, to balance risk and performance most favourably, the ideal number of quality companies in each portfolio would generally be zero to 20.

INVEST FOR THE LONG TERM

As investors who are willing to maintain perspective by taking a patient and disciplined approach, we believe we will be rewarded over the long term. If our investment thesis holds true, we persist. Many of our core investments have been held for three or more years, where management execution has been consistent and the value proposition is still apparent.

MANAGEMENT ALIGNMENT

We believe in backing people who are proven and aligned with their shareholders. One of the most fundamental factors consistent across the majority of company success stories in our investment universe is a high-quality, proven management team with ‘skin in the game’. NAOS Directors and employees are significant holders of shares on issue across our strategies, so the interests of our shareholders are well aligned with our own.

IGNORE THE INDEX

This means we are not forced holders of stocks with large index weightings that we are not convinced are attractive investment propositions. We actively manage each investment to ensure the best outcome for our shareholders and only invest in companies that we believe will provide excellent, sustainable, long-term returns.

PURE EXPOSURE TO INDUSTRIALS

With the big four banks making up a large proportion of total domestic equity holdings for the self-managed superannuation funds (SMSF) investor group, many Australian investors are at risk of being overexposed to one sector and may be missing out on opportunities to invest in quality companies in industries such as media, advertising, agriculture or building materials. Australian listed industrial companies outside the ASX 200 are our core focus and we believe the LICs we manage provide pure access to these companies, which may be lesser known by the broader investment community.

PERFORMANCE VS. LIQUIDITY FOCUS

We believe in taking advantage of inefficient markets. The perceived risk associated with low liquidity (or difficulty buying or selling large positions) combined with investor short-termism, presents an opportunity to act based purely on the long-term value proposition where the majority may lose patience and move on. Illiquidity is often caused by aligned founders or management having significant holdings in a company. The NAOS LICs benefit from a closed-end structure, which means they do not suffer ‘redemption risk’ and we can focus on finding quality, undervalued businesses regardless of their liquidity profile.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

As an investment manager, NAOS recognises and accepts its duty to act responsibly and in the best interests of shareholders. We believe that a high standard of business conduct and a responsible approach to environmental, social and governance (ESG) factors is associated with a sustainable business model over the longer term. This benefits not only shareholders, but also the broader economy. NAOS is a signatory to the United Nations-supported Principles for Responsible Investment (PRI) and is guided by these principles in incorporating ESG into its investment practices. NAOS is also B Corp certified.

CONSTRUCTIVE ENGAGEMENT

At NAOS we seek to work collaboratively with businesses and their respective management teams. We are often the largest shareholder in the businesses we invest in, and from time to time we will seek board representation either via an independent or a non-independent representative. This approach allows us to supportively engage with the boards and/or management teams of our portfolio holdings and maximise the potential for our invested capital to compound at a satisfactory rate over the long term.

Examples of constructive engagement where the NAOS investment team looks to add value include:

  • growth capital if/when required;
  • messaging and communications;
  • capital management decisions;
  • company strategy;
  • board composition.

Our Investment Process

NAOS QUALITATIVE INFORMATION SOURCES

The NAOS investment team undertakes fundamental analysis on potential and current investments.
Some examples of key focus areas include:

OUR ESG PROCESS

OUR INVESTEE COMPANIES AND THEIR ESG JOURNEY

Urbanise completed the NAOS ESG questionnaire during FY23.

Urbanise.com Limited
(ASX: UBN)

>2 Years

NAOS first invested

$35.42 million

Urbanise’s market capitalisation as at 30 June 2023
Urbanise.com is an Australia-headquartered cloud-based software business, providing solutions for facilities and strata managers across the Asia–Pacific and Middle East.

KEY ACHIEVEMENTS IN FY23:

  • The Board has created an ESG subcommittee, which meets monthly to discuss and implement ESG initiatives.
  • Internal administrative processes (including record keeping) are now 100% digitised and cloud-based, minimising the use of paper.
  • A Health and Safety Policy has been introduced.

Environmental:

  • The Urbanise head office is in a 5.0-star NABERS energy-rated office building.
  • Some offices, including Melbourne, operate almost entirely remotely.
  • Urbanise’s largest business cost – its cloud-computing supplier – is committed to using 100% renewable energy by 2030.

Social:

  • The workforce comprises 39% from under-represented social groups based on gender and ethnic groups.
  • An Employee Assistance Program (EAP) has been provided for employees. This includes confidential counselling support and advice services.
  • There are various review processes in place, which include:
  • employee feedback on job satisfaction;
  • review of training and development requirements; and
  • review of pay rates for individual roles and incentives across the organisation.
  • Last year, female employees increased from 26% to 31% of total employees.

Governance:

  • Urbanise’s Chair chairs the newly formed ESG committee, and the CEO also attends these meetings.

Areas for improvement:

  • Provide environmental metrics where possible. Measurement will assist with developing ESG strategies.
  • Formalise an environmental policy.
  • Investigate renewable energy sources, such as green power, to reduce Scope 2 emissions.
  • Provide a policy on waste management.
  • Finalise the company’s modern slavery policy.
  • Engage with local communities by providing donations or donating time to charities with environmental and/or social goals.
  • Set targets for female participation across the workforce, management and Board.
  • Increase the number of independent Board members.
“People are critical to the Group and our customers' success, and we prioritise the attraction and retention of key talent. This includes a focus on our team’s wellbeing and their continuing career development.”

(Excerpt from Urbanise.com’s FY22 Annual Report)

Our Team

Sebastian Evans

Chief Investment Officer and Managing Director

Sebastian is a Director of NAOS Emerging Opportunities Company Limited (ASX: NCC), NAOS Small Cap Opportunities Company Limited (ASX: NSC), NAOS Ex-50 Opportunities Company Limited (ASX: NAC), and has held the positions of Chief Investment Officer (CIO) and Managing Director of NAOS Asset Management Limited, the Investment Manager, since 2010. Sebastian is the CIO across all investment strategies.

Sebastian holds a Master of Applied Finance (MAppFin) majoring in investment management as well as a Bachelor of Commerce majoring in finance and international business, a Graduate Diploma in Management from the Australian Graduate School of Management (AGSM) and a Diploma in Financial Services.

Sebastian Evans

Chief Investment Officer and Managing Director
View Biography

Robert Miller

Portfolio Manager

Robert joined NAOS in September 2009 as an investment analyst. Robert has been a portfolio manager since November 2014 and is currently Portfolio Manager across all NAOS LICs: NAOS Emerging Opportunities Company Limited (ASX: NCC), NAOS Small Cap Opportunities Company Limited (ASX: NSC), and NAOS Ex-50 Opportunities Company Limited (ASX: NAC), and the NAOS Private Opportunities Fund. Robert is also a non-executive director of Ordermentum Pty Ltd.

Robert holds a Bachelor of Business from the University of Technology, Sydney, and a Master of Applied Finance (MAppFin) from the Financial Services Institute of Australasia/Kaplan.

Robert Miller

Portfolio Manager
View Biography

Brendan York

Portfolio Manager

Brendan joined NAOS in July 2021 as a portfolio manager. Brendan is also a non-executive director of Big River Industries Limited (ASX: BRI), BSA Limited (ASX: BSA), Saunders International Limited (ASX: SND), Wingara AG Limited (ASX: WNR), BTC health Limited (ASX: BTC) and MitchCap Pty Ltd.

Brendan has over 19 years’ finance, accounting and M&A experience. Most recently, Brendan had a 15-year career with ASX-listed marketing services business Enero Group Limited, initially in finance roles and ultimately as CFO and Company Secretary for a nine-year period. Prior to that, Brendan spent four years at KPMG.

Brendan is a chartered accountant and holds a Bachelor of Business Administration and a Bachelor of Commerce from Macquarie University.

Brendan York

Portfolio Manager
View Biography

Jared Tilley

Senior Investment Analyst

Jared joined NAOS in April 2021 as Senior Investment Analyst. Jared has over 16 years’ financial services experience. Most recently Jared was an investment analyst at Contact Asset Management and prior to that he spent nine years at Colonial First State.

Jared holds a Bachelor of Commerce majoring in accounting and finance from the University of Notre Dame, Sydney, and is a CFA Charterholder.

Jared Tilley

Senior Investment Analyst
View Biography

Nelson de Mestre

Associate Analyst

Nelson joined NAOS as an associate analyst in July 2020. He has a Bachelor of Commerce from the University of Sydney.

Nelson de Mestre

Associate Analyst
View Biography

Julie Coventry

ESG Officer

Julie joined NAOS in November 2012 as Compliance Officer and in January 2021, commenced the role of ESG Officer.

Prior to joining NAOS, Julie worked within compliance and performance teams at BZW Investment Management, Commonwealth Bank, Colonial First State, and QBE.

Julie holds a Bachelor of Business majoring in finance and economics from the University of Technology, Sydney, and she also holds a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia.

Julie Coventry

ESG Officer
View Biography

Richard Preedy

Chief Financial and Operating Officer

Richard joined NAOS in October 2015 as Chief Financial and Operating Officer. Richard has over 16 years’ financial services experience in the UK and Australia, beginning his career in London with Deloitte & Touche before relocating to Sydney in 2013.

Richard holds a Bachelor of Arts (Hons) in Business Management from the University of Sheffield, is a qualified chartered accountant and is a member of the Governance Institute of Australia.

Richard Preedy

Chief Financial and Operating Officer
View Biography

Rajiv Sharma

Head of Legal & Compliance

Rajiv is Head of Legal and Compliance at NAOS and holds a Bachelor of Laws (First Class Honours), a Bachelor of Business (accounting major) and a Graduate Diploma in Legal Practice from the University of Technology, Sydney.

Rajiv has over 13 years’ experience, having most recently held senior legal roles at Custom Fleet, part of Element Fleet Management (TSX: EFN), and also at Magellan Financial Group (ASX: MFG). He has also previously worked at law firms Johnson Winter & Slattery, and Clayton Utz.

Rajiv is a member of the Law Society of New South Wales, an Associate of the Governance Institute of Australia, and is admitted to the Supreme Court of New South Wales and the High Court of Australia.

Rajiv Sharma

Head of Legal & Compliance
View Biography

Angela Zammit

Marketing & Communications Manager

Angela joined NAOS in May 2020 in the capacity of Marketing and Communications Manager.

Prior to joining NAOS, Angela held marketing roles for companies in both Australia and the UK, including SAI Global, American Express, Citibank, and Arete Marketing.

Angela holds a Bachelor of Communications majoring in advertising and marketing from the University of Canberra.

Angela Zammit

Marketing & Communications Manager
View Biography

Shareholder Communications

NAOS Asset Management is committed to keeping all shareholders up to date. We endeavour to produce timely updates and relevant communications throughout the financial year. We also welcome shareholder feedback, so please email any feedback or suggestions to enquiries@naos.com.au

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NAOS Giving Back

To be caretakers of the next generation we must actively support positive change. Supporting our commitment to ESG issues, NAOS Asset Management (the management company) donates 1% of recurring revenue to the community and the environment.

NAOS is proud to be supporting:

Corporate Governance Statement

The Board of NAOS Ex-50 Opportunities Company Limited is committed to achieving and demonstrating the highest standards of corporate governance. As such, the Company has adopted what it believes to be appropriate corporate governance policies and practices having regard to its size and the nature of its activities.

The Board has adopted the ASX Corporate Governance Principles and Recommendations, which are complemented by the Company’s core principles of honesty and integrity. The corporate governance policies and practices adopted by the Board are outlined in the Corporate Governance section of the Company’s website
naos.com.au/corporate-governance.

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