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Operator: Thank you for standing by, and welcome to the Ingenia Communities Group FY '26 Results and Proposed Acquisition of Peet Limited Teleconference and Webcast. [Operator Instructions] I would now like to hand the conference over to John Carfi, CEO and Managing Director. Thank you. Please go ahead.
John Carfi: Good morning, and thank you all for attending. By now, you are all, no doubt, aware of our announcement this morning regarding the proposed acquisition of Peet. While I'm sure there's an eagerness to jump to questions relating to this transaction, first, I'd like to lead with the incredibly strong result delivered by the Ingenia team for FY '26. I'll leave plenty of time to cover the proposed transaction and for questions. I'm pleased to be presenting my second full year result for Ingenia, representing the second year of the 5-year plan announced in August 2024 and another year focused on execution and financial growth. Before we get underway, allow me to introduce some of our executive team who are joining me to present and also to answer questions. Justin Mitchell, our CFO; Donna Byrne, General Manager of Investor Relations and Sustainability; Kristy Minter, EGM, Residential Communities; Matt Young, EGM, Tourism; and Michael Rabey, EGM, Acquisitions and Development. I'll start on Slide 5. Having delivered our clear year 1 goal to reposition the business and establish a platform fit for scale, we entered this year with a solid base and good momentum towards our longer-term financial and strategic goals. With that base established, we have continued to deliver against our strategy, and this continued execution has delivered results. We have continued to embed effective financial discipline and a laser focus on execution, productivity and accountability over the year, building a business which is not only optimizing returns, but is built for further scale. We are seeing tangible benefits emerge, leading to strong growth in EBIT and underlying earnings supported by improving development metrics. EBIT was up 18% and underlying earnings per security increased 16% on prior year. Both metrics were well above our guidance range. Let me move now to Slide 6. We've remained focused on 3 strategic priorities. Firstly, simplifying the business to generate efficiency gains. We have maintained a stable corporate cost base following significant organization restructuring last financial year and have continued to refine and structure to achieve further productivity and efficiency gains. Improving development returns and scale sits at the heart of our strategy and is the key driver of future growth. We have generated significant improvements this year while continuing to invest in building our future pipeline. The changes we began to implement by refined delivery model and procurement change are generating clear returns. Gross margin on home sales has increased towards the top of our target range. We have moved from a net loss per home settlement of approximately $20,000 in FY '24 to a $15,000 positive cash return. We invested $174 million in development as we commenced new projects and our pipeline has grown to 8,800 lots as we begin to look to grow beyond the 5-year plan. We will continue to benefit from the changes made as we transition out of legacy projects and more new projects move into production. And we will begin our in-house construction pilot this year as we see continued improvement and further productivity and efficiency gains. Building an unrelenting focus on operational efficiency and productivity is a key pillar supporting the disciplined execution of our plan. With clear portfolio targets in place, we are seeing our teams respond, identifying and delivering on further platform efficiencies. A clear focus on value creation and improved returns across our entire portfolio has contributed to growth in revenue, cost management and strong returns on growth capital. We remain comfortably within our gearing and hedging target ranges, underpinning our capacity to fund further development growth. We are also moving to recycle capital from lower growth assets, ensuring that the portfolio continues to improve quality and optimize returns. We are well progressed with lower growth asset sales as previously announced. The business is well positioned as we enter year 3 of our 5-year plan with a greater continued focus on execution as we benefit from a stable operating model, greater development efficiency and scale and diversity of cash flows. Over to Justin to present our financial results.
Justin Mitchell: Great. Thanks, John, and good morning, everyone. Thanks for joining the call. I'll start on Page 9 with the key financial highlights. I'm pleased to report Ingenia has delivered a very strong result for FY '26. We are executing on our strategic targets across the business while maintaining momentum in delivering enhanced returns with settlements up 10%, development gross margin increasing to 48% and generating positive net cash per lot. This has contributed to a 16% increase in underlying profit for the financial year to $145.8 million and EPS was $0.358, exceeding the top end of our guidance. Group EBIT rose 18%, supported by margin expansion and a meaningful increase in the contribution from the development joint venture and continued focus on cost management. Our statutory profit increased 45%, driven by positive net revaluations across the portfolio, which drove an NTA uplift of 9%. Now turning to Slide 10. Group EBIT was $193 million, inclusive of JV operating profits, landing above the top end of our guidance range. A key driver of this growth was Lifestyle Development, delivering an EBIT uplift of [indiscernible] 9% and an EBIT margin of 32%, supported by higher settlements and average home prices together with gross margin expansion. The development joint venture delivered a 69% increase in equity accounted share of operating profits to $33.6 million with settlements increasing to 177. Lifestyle Rental contributed $49.9 million in EBIT, up 8%, driven by contracted and market rent reviews and new annuity income from homes settled during the last 12 months. The Holidays segment continued to perform strongly with an EBIT contribution of $63 million, an uplift of 9%. Holidays has benefited from higher occupancy and rate growth with tourism revenue increasing 10% on a like-for-like basis with ongoing strategic investment and new acquisitions delivering enhanced value across the portfolio. Turning to Slide 11 to provide an update on our group's capital position. We continue to actively manage capital with discipline and maintain a prudent balance sheet setting. At June, our gearing was 31%, as John mentioned, comfortably within our target range, providing capacity to fund further investment. The group has circa $175 million of funding headroom, supported by stable recurring cash flows from both our Lifestyle Rental and Holidays businesses. The weighted average debt maturity is 2.8 years, and we are close to finalizing the extension of facilities expiring in January 2027, remaining well supported by our current lenders. As we have highlighted previously, we will actively recycle capital from lower growth assets across the portfolio to expand our development pipeline as opportunities arise. Additionally, we can pursue future growth with capital partners. This would facilitate the release of capital and reduce gearing with funds invested into higher returning projects. In closing, Ingenia has delivered a strong FY '26 result above guidance and has continued momentum on executing our strategic targets. The group is well positioned, underwritten by diversified earnings, stable recurring income, strong operating growth and resilient margins. The group has sufficient capital available to fund our pipeline with multiple capital sources available to fund investments as required. I will now hand over to Michael to run you through our Development division results.
Michael Rabey: Thank you, Justin. I'll start on Slide 14. As highlighted here, we improved across our key settlement margin and earnings metrics at segment and project levels. With average home sales pricing stable, we delivered margin growth as productivity gains emerged and our product mix evolves. That shift is both deliberate and material, keeping us on track to deliver the 5-year plan with improvement in returns and the scale that sits behind it. Moving to Slide 15 and the joint venture. As previously stated, the contribution from the joint venture peaked this year with the completion of Freshwater generating a $4.6 million performance fee. As demonstrated by the metrics, these remain high-return projects with settlements moderating from here as further projects conclude. We also sold the land at Nambour in June, releasing $15.2 million of capital. Moving on to Slide 16. We continue to align delivery with demand, ending the year with only 46 completed homes unsold at 30 June across both Ingenia and the joint venture. On costs, we have seen continued pressure across materials and trade, consistent with the rest of the sector. What has improved is our ability to absorb it. Our design, procurement and specification initiatives continues to offset that pressure as evidenced in the gross margin improvement and the positive net cash per lot we now generate. Turning to current trading. Like others in the sector, we are seeing inquiries soften as the federal budget and interest rate rises impact market sentiment. Our customers, however, are downsizers funded by the equity in an existing home. Holding 387 homes on deposit or contract as at 21 August reflects the underlying resilience of that customer. What has changed is the time it is taking for them to sell their home. We are, therefore, expecting a second half weighting across FY '27. Pricing on contracted homes remains above the rates for FY '26 settlements, reflecting the contribution from newer higher-return projects. That position is also well spread across the portfolio, and we expect Queensland, in particular, to accelerate through spring with further homes released across our communities in September and October. I'll finish on Slide 17. We completed final settlements at Nature's Edge and Hervey Bay during the year, both now delivering stable rental returns. Three communities launched sales in the second half of FY '26 with 3 further sales launches in the first half of FY '27 and new displays opening across the portfolio. Our pipeline now extends to 8,800 potential sites with approvals in place across over 3,500 sites. Activity is building the capacity to deliver our 5-year settlement growth target. 6 new communities begin contributing settlements in FY '27 with the benefit weighted to the later years of the plan as those projects reach scale. Each of these new projects progressively implements the procurement and design changes we have developed and deployed into our development methodology and our in-house construction pilot commences in the second quarter as another driver of efficiency. In closing, we have delivered a solid result, improving margins, a materially extended pipeline and a delivery model translating into enhanced returns. I'll now hand over to Kristy to take us through the Residential Communities.
Kristy Minter: Slide 18, please. The portfolio continued to deliver solid growth, supported by strong occupancy, an expanding rent base and ongoing development activity. These outcomes demonstrate the stability of our rental annuities and our focus on delivering high levels of customer satisfaction. Lifestyle Rental EBIT increased to $49.9 million with the portfolio benefiting from the addition of more than 400 income-producing sites during the year. While revenue continued to grow, margins were impacted by a number of factors. Embedded legislative changes in Queensland and New South Wales have moderated rent growth outcomes, while operating costs continue to rise ahead of CPI, particularly across council rates, waste services and maintenance works. The portfolio benefits from strong demand and a customer offering that is increasingly differentiated through services such as Ingenia Connect. Turning now to our land lease communities on Slide 19. Our focus remains consistent: drive revenue, reduce operating costs and maintain customer satisfaction. Homeowner connection continues to strengthen through our Ingenia Resident App, providing a scalable engagement channel and unique resident benefits, including support for home resale opportunities. We have enhanced our approach to setting site rent through comprehensive analysis of community operating economics. This enables better alignment of new site rent with the value proposition being delivered. Centralizing key operational activities has improved scale, consistency and efficiency with further benefits expected through automation. The customer is at the heart of all we do, and we are pleased to see our resident satisfaction survey exceeding our target benchmark. Looking ahead, we continue to see significant opportunity in our land lease platform. Demand fundamentals remain solid. Our development pipeline has expanded, and we are actively recycling capital into opportunities that offer stronger strategic characteristics. Next slide. Our all-age rentals are also contributing to EBIT growth with high occupancy and average rent increasing by 7.3% (sic) [ 7.8% ]. The Gardens business remains a resilient and stable contributor. High occupancy continues to reflect the strength of the offering, which provides affordable housing for seniors in a market where demand remains well ahead of supply. In closing, the operating focus for residential remains clear: grow revenue, improve cost efficiency and maintain a compelling customer proposition. I'll now pass to Matt.
Matthew Young: Starting on Slide 23. FY '26 was another strong year for the business, delivering growth across revenue and EBIT while continuing to execute on our strategy of targeted investment and portfolio densification. During the year, we added 33 new cabins across the network and completed the acquisitions of Kinka Beach and Conway Beach, both of which provide attractive opportunities for future growth through asset management, amenity investment and further densification. Turning to Slide 24. Looking at performance for the year, total income increased 11%, while EBIT increased 9%. Importantly, this result was delivered against the backdrop of continued economic uncertainty, cost of living pressures and changing consumer behavior. One of the real strengths of the Holidays business is the quality and location of our portfolio. The majority of our parks are located in sought-after coastal destinations within the easy driving distance of major population centers along the East Coast, positioning us well to benefit from the continued strength of drive tourism as Australians continue to seek holidays that offer value, flexibility and easy to get to. While customers increasingly left booking decisions until closer to arrival, particularly during shoulder and off-peak periods, demand during key holiday trading periods remained very strong and continue to perform ahead of the prior year. Our [ summer ] school holiday periods traded above prior year levels, while our marketing, pricing and rebooking initiatives helped us capture shorter lead demand and drive occupancy growth outside of peak periods. As a result, tourism rental income increased 12%, driven by growth in both occupancy and average rate across the portfolio. Despite ongoing cost pressures across labor, linen, utilities and online travel agent commissions, we maintained a strong EBIT margin of 40%. Moving to Slide 25. Our focus remains on creating value through disciplined capital allocation and active asset management. The recently acquired Kinka and Conway Beach assets are performing well and continue to present attractive opportunities for future growth through targeted investment and densification. We're also progressing the expansion of Rivershore, which will further increase accommodation capacity and leverage the strength of that asset. Looking ahead, we're confident in the outlook for Holidays. A significant proportion of our future growth is within our control through densification, asset optimization, direct booking growth and continued operational efficiencies. Combined with the strength of the drive tourism market, the quality of our coastal portfolio and a significant pipeline of opportunities across the network, we believe the business is well positioned to continue delivering sustainable growth. Thank you, and I'll now hand back to John.
John Carfi: Thanks, Matt and team. I'm going to close on Slide 27. FY '26 was a year of disciplined execution and tangible delivery against the strategy we set under our 5-year plan. The business performed strongly. We exceeded guidance, delivered growth in earnings, improved development returns and continue to strengthen the operating platform. These outcomes reflect the benefits of a clearer structure, a stable platform and a sustained focus on accountability across the business. We have also made meaningful progress in building the capacity required to deliver the next phase of our growth. Our development pipeline has accelerated. Our capital position remains sound, and our portfolio continues to benefit from diverse cash flows, recurring earnings and geographic diversification. We recognize the external environment remains uncertain. However, the work completed over the past 2 years means Ingenia is operating from a stronger base with the financial flexibility, management focus and operating capability to continue progressing our medium-term targets. On that basis, we are targeting growth this year for both EBIT and underlying EPS of between 0% and 10% on FY '26. This position reflects our caution around residential market conditions. That concludes our presentation. And before I go to questions, I'd like to move to the proposed acquisition of Peet, which we announced this morning. The speed and effectiveness with which we have implemented the early stages of the 5-year plan has given us the confidence to assess broader opportunities to accelerate development activity and diversity, expand our geographic footprint and unlock capital through strategic partnerships. The proposed acquisition of Peet is the outcome of this process. Peet represents an opportunity to create a leading living sector platform, securing longer-term growth and scale for Ingenia. I'll start on Slide 5. Australia has a growing and rapidly aging population, hampered by a chronic and structural undersupply of suitable housing with ongoing supply challenges due to land availability, infrastructure and delivery funding, rezoning time frames and escalating construction and delivery costs, especially in the medium to high-density segment. Access to appropriately zoned and serviced land in key growth corridors is increasingly scarce and valuable in being able to bring online competitive supply in desirable high-demand locations. It is our view that a large-scale national living sector platform with an integrated diversified residential offering and significant land lease development pipeline will be ideally and uniquely positioned into this housing undersupply dynamic over the longer term. Turning to Slide 6. The acquisition provides compelling and complementary combination with an opportunity to accelerate Ingenia's core strategy and secure strategically aligned growth well beyond our 5-year plan. We identified Peet as a complementary business capable of significantly enhancing Ingenia's platform scale and offering based on 4 key pillars. Firstly, geographic diversity, national footprint and scale and a large high-quality development pipeline and land lease opportunities in supply-constrained markets. Second, Peet has a strong brand supported by a highly regarded team with an enviable 130-year history and deep residential development expertise. A uniquely attractive mature portfolio held in key growth corridors is complementary to Ingenia's land lease activities. In addition, Peet has a long and strong history of working with third-party capital, attracting quality partnerships to enhance platform scalability and return on equity. Now on Slide 7. The combined group will emerge as a leading land lease platform with a national footprint and diversified pipeline of circa 35,000 lots, including 5,000 to 7,000 land lease development lots within the Peet pipeline, which we have identified as suitable for land lease conversion. The transaction will deliver longer-term earnings and value creation benefits, a larger, well-positioned pro forma balance sheet and further capital partnering opportunities. A transaction overview is provided on Slide 8. Ingenia will be acquiring 100% of Peet's shares via scheme of arrangement through a combination of cash and scrip. The scheme is subject to certain conditions, including the sale of a 49.9% stake in the Flagstone City project for an enterprise value of $615 million, for which we have entered into term sheets with existing Peet partner Brown-Neaves Investments. We are now on Slide 9. We released our 5-year plan, a core component included, being well placed to secure opportunities to accelerate growth and pursue logical adjacencies. This transaction is a catalyst for both and secures Ingenia's longer-term growth well beyond the 5-year plan. The integration of land lease communities within a large-scale purpose-designed master-planned communities simplifies the operating model and provides product diversity, along with development and operational efficiencies. Strategic partnerships, such as the Flagstone joint venture, paved the way for further capital-efficient funding opportunities and capital management alongside a lower growth asset recycling program. We're now on Slide 11. The strategic rationale is compelling for a number of reasons: provides an expanded national footprint into new and growing markets; significant land lease drawdown opportunities with an end value of $1 billion; leverage into an established capital partnering framework; highly cash generative with low double-digit accretion; and a circa 5-year payback with no goodwill. Turning to Slide 12. The enviable 130-year-old Peet brand incorporates a highly regarded and valuable platform, portfolio and team with a largely derisked diversified mix of mostly active mature projects in key growth corridors with a dominant presence in desirable markets such as Flagstone City in Queensland. Other key projects include Aston West and Newhaven in Victoria, Googong in New South Wales, Palmview in Queensland, Yanchep and Shorehaven in WA. 80% of the pipeline lots are currently active, as shown on Slide 13. Now on Slide 15. This slide captures the strategic essence of the transaction. Land lease remains one of the most attractive segments of the Australian housing market, supported by affordability advantages, demographic tailwinds and stronger customer demand. However, access to future land lease communities is becoming increasingly competitive and increasingly expensive. This transaction provides access to a substantial pipeline of future land lease opportunities at a more attractive embedded land cost and allows Ingenia to significantly increase its leadership position in the sector. Now on Slide 16. One of the most compelling aspects of this transaction is the identified land lease conversion opportunities. Across the Peet portfolio, we have identified 5,000 to 7,000 lots that could potentially be developed as land lease communities over time. Importantly, approximately 85% of these are already located in residentially zoned land, materially reducing execution risk. These opportunities are geographically diversified, capital efficient and highly complementary to our operating capability. As these communities are developed, they have the potential to drive substantial growth in recurring rental income and create significant long-term value. I'll ask Justin to talk to the financial aspects.
Justin Mitchell: I will start on Page 17 of the presentation. As John has outlined, the proposed transaction is financially attractive, delivering long-term earnings benefits. The acquisition is expected to be 11% EPS accretive in FY '26 on a pro forma basis. This is based on Ingenia's FY '26 NPAT reported just earlier today of $146 million and assuming the acquisition of Peet had occurred 1 July 2025, including the Flagstone joint venture and adjusting for the estimated purchase price accounting and associated amortization, including contracts on hand. Acquisition-related financing costs, including approximately $92 million of transaction costs, including stamp duty, are offset by net debt repaid through the cash proceeds released from the Flagstone joint venture after completion of the transaction. Importantly, looking forward beyond FY '26, it is expected the acquisition will deliver low double-digit EPS accretion over the medium term, including FY '27. We believe this transaction represents a rare opportunity to combine 2 highly complementary businesses in a way that delivers accretion today while creating a stronger platform for sustained future growth. Turning to Slide 18. In addition to the immediate earnings benefits, the Peet portfolio provides strong cash generation, resulting in an expected 5-year payback period. The combined group benefits from a significantly larger and more diversified platform, increased development capability, a deeper land bank and a broader set of growth opportunities across the residential and land lease sectors. As a result, we expect the enlarged platform will provide scale and project efficiencies and have currently estimated $10 million of run rate cost synergies. There is further upside benefits through the land lease conversions, which are currently not factored into the returns we've highlighted. Our preliminary acquisition accounting indicates that no goodwill is expected to be recognized on completion. In other words, the purchase consideration is broadly aligned with the fair value of the net assets acquired. Turning now to the balance sheet and funding position of the combined group on Page 19. On a pro forma basis, June '26, the combined group will have approximately $4 billion of assets and $1.2 billion of net debt, creating a substantially larger and more diversified balance sheet. Pro forma gearing sits within our target range at 29.5%. The enlarged group will have substantially deeper development pipeline, greater earnings diversity and increased access to operating cash flows. In particular, Peet's portfolio comprises a number of mature and highly cash-generative projects that John mentioned that are expected to provide funding capacity over the coming years. Consistent with our existing strategy, we have the ability to manage and optimize gearing through capital recycling of lower-growth assets within the existing Ingenia portfolio as well as pursuing further capital partnering opportunities in the enlarged pipeline. Post financial close, we intend to refinance our debt facilities in due course and align covenant arrangements with the enhanced scale and structure of the combined business going forward. I will now hand back to John.
John Carfi: Thanks, Justin. Turning to Slide 20. Combining 2 complementary platforms will generate a range of benefits, delivering opportunity for both efficiency and productivity gains as we leverage the skills and platforms of both businesses. We will achieve synergies through Board consolidation and costs associated with being a listed entity, leading to savings of approximately $10 million. Over the longer term, we anticipate further synergies through the consolidation of services, back-of-house functions and accommodation. Turning to Slide 21. We have a term sheet in place with Brown-Neaves Investments in relation to the Flagstone project, which is a condition precedent to the scheme. Flagstone is a large-scale project located in the largest residential priority area in Queensland with an 18-year projected development period. The joint venture arrangement introduces a new capital partner, provides significant cash flow through the sale of the 49.9% interest to the JV partner, giving Ingenia access to a high-quality project and supplementary fee income. I'll close on Slide 22. We see the transaction as offering compelling value to both sets of investors through the creation of a larger business, greater capital markets presence and access to a growing base of land lease assets, which, in addition to development returns, provide growing long-term annuity income. The remainder of the presentation contains details on the implementation, which is via a scheme of arrangement anticipated to be implemented at the end of this year. As we move forward, our priority remains very clear: continue to execute with discipline and convert the platform improvements we have made into sustainable earnings growth, enhanced returns and long-term shareholder value. We recognize that the external environment remains uncertain. However, the work completed over the past 2 years means we are operating from a stronger base with the financial flexibility, management focus and operating capability to continue progressing our medium-term goals. The Peet acquisition is a compelling opportunity for Ingenia. It will further our strategy and leverage the platform we have in place, securing long-term growth, greater scale and the nation's largest land lease platform. It materially increases our land lease pipeline, allowing us to enter new markets at scale and delivers enhanced earnings and security holder value. That concludes the formal presentation today. But before I go to questions, I'd like to thank the Ingenia team for their support and commitment to this year. I'll now open the call for questions.
Operator: [Operator Instructions] Your first question is from Adam West from JPMorgan.
Adam West: I'm just wondering -- just a couple of questions on the Peet acquisition. Just the first one, so your 11% synergies you've identified on Slide 17. I'm just wondering, does that also account for the scrip that you'll issue to Peet shareholders as part of the deal?
John Carfi: No, the synergies relate to the -- our assumptions around operating cost efficiencies. So fundamentally Board and listing cost savings on an annualized basis.
Adam West: Just in terms of the $0.40 per share that you're calling out as a pro forma uplift, is that taking into account the scrip that you issued to the shareholders as part of the deal?
John Carfi: Correct.
Adam West: And then I guess just the second question, but just on the 5,000 to 7,000 of potential conversion, I'm just wondering if you could talk through the costs that you're assuming to do this and what the planning and approvals process would look like of converting those MPC lots to land lease?
John Carfi: Yes. Look, it varies across projects. But fundamentally, it's a matter of going through a planning process. In most cases, as we've articulated earlier, the planning is in place. So it's forming the subdivision and turning what is x amount of residential-for-sale lots into land lease components. So each project will be staged. It won't be all immediate. That pipeline will come through over time. But much more efficient to do that at the early stages of the master-planned community development rather than come in later and try and convert at a later date as we generally do.
Operator: Your next question is from Adam Calvetti from Bank of America.
Adam Calvetti: Just on those 5,000 to 7,000 conversion lots, how many sit within projects that are wholly controlled by Peet and not in the fund management business? And are you going to require any third-party approval to convert those sites to land lease?
John Carfi: Yes, that's a good question. So the majority sit in wholly owned. However, there are others in various structures, and we haven't identified those, obviously, because we don't want to create negotiating opportunities for partners. But there are -- from our point of view, there are aspects to negotiate a more efficient release of those than there would be if we were on market competing for them.
Adam Calvetti: Okay. But there's no percentage or proportion of those sites that you can give?
John Carfi: Yes, I'd rather not say.
Adam Calvetti: Okay. And then maybe just on the Flagstone transaction. Obviously, the transaction is conditional to this getting completed. How long has the partner been in due diligence? What's left to complete? And how confident you are -- are you that this will proceed?
John Carfi: Highly confident it will proceed. The partner is effectively subject to confirmatory DD. They know the project intimately. They're well versed in everything. They've been through the long-form documentation. Importantly, with this partner, we expect to conclude very quickly, probably by the end of September. And if you look at the partner, it's private and Australian-domiciled alternative partners that might be considered offshore capital where there are FIRB requirements and in some cases, probably quite an extensive ACCC process. So we think this will conclude very, very quickly and high conviction that it will do so.
Adam Calvetti: Okay. Great. And one more, if I may. Just on the assumptions in your 5-year payback period, what are you assuming for MPCs going forward and any other assumptions that shape that view?
John Carfi: Well, so effectively -- and this is really, really important, how do we value the business and assess the cash flows? We have reviewed every single project, looked at the assumptions behind those projects, cost sales rates, planning, infrastructure, timing, all of those things and run our own cash flow models, our own assumptions, then provided a discount rate to those to determine value. And obviously, that underpins the cash flow assumptions. So that's what's behind it. This is not an assessment of the value of Peet as an enterprise. It is a detailed assessment as if you were buying each individual asset in order to determine the combined value of Peet. And as Justin articulated earlier, the value we're paying for Peet is on the basis of those assumptions, not an enterprise value, not a goodwill value or anything else.
Adam Calvetti: Sorry, if I missed it in the presentation. Is there a target MPC settlements going forward or run rate?
John Carfi: I wouldn't say there's a target MPC run rate going forward. But if you look at our land lease communities where we expect to get a 10% to 15% growth, we want to drive that business the same way, continue to acquire assets, continue to build the pipeline and drive that for at least a 10% compound annual growth rate in activity.
Operator: Your next question is from Suraj Nebhani from Citi.
Suraj Nebhani: Just a couple of quick follow-ups on Adam's question. So firstly, on the MPC settlement, John, would it be fair to say that whatever Peet did in FY '26, you're sort of expecting that to grow at your 10% to 15% range? Is that the way to think of it?
John Carfi: Good question, Suraj. But from our point of view, obviously, we're not providing guidance on Peet. Peet provided their results and guidance. They continue to run the company until at least the end of this calendar year. So I'll leave that for them to comment on their forward guidance.
Suraj Nebhani: Okay. And I guess just on the proportion of pipeline, and this is probably going into the Peet realm as well, but I think the key thing that you guys have talked about is improving the proportion of pipeline that is active. There's a large pipeline in Peet, which is not completely active. So what sort of assumptions are you making around that, please?
John Carfi: I'm glad you asked that question, Suraj. Now I've been running master-planned communities and residential developments for 40 years. I have never had the benefit of owning a pipeline that is, so much of it, active. And typically, in an MPC portfolio, you'll have 30% of your allocated capital sitting in completely unactive projects that are subject to rezoning, take a lot of effort to unlock and a huge risk. 80% of this pipeline is active, zoned, infrastructure agreements in place. This is an amazing portfolio. In our assessment of the portfolio, there's about $12 million in the total portfolio that sits in land that is going through a zoning process and valued at its rural value. This is an exceptional mature, clean portfolio, Suraj. So you wouldn't find this anywhere else in Australia, and I suspect that's what motivated the strategic review for Peet to realize that value.
Suraj Nebhani: I understand. And just one final one on strategy, if I may. I think the one -- I mean, this is obviously earnings accretive, and it sounds like there may be more synergies you can extract over time, which is positive. I'm just wondering about the strategic side of it. This clearly introduces more variability into the earnings. How are you guys thinking about that?
John Carfi: Yes. It's a good question. If you remember when we put out the 5-year plan, we've talked about accelerating growth through development. And obviously, those development earnings are at a higher margin. And also proportionately, as we work through that development pipeline, it would grow at a much faster rate than the stabilized earnings. This is consistent with that assumption. We also said that if we were able to accelerate that, that would accelerate faster. And I think we put a range of about 45% to 55% over the 5-year plan on a normal go-forward basis. But we also said if we accelerate it and unlock capital in order to accelerate, that skew would happen a little bit earlier. So think of this as, on a face value, it's something that will push that volatility slightly higher initially. But also remember, to offset that, we're now structurally in a capital partnering business, and that capital partnering business will allow us to manage that skew and earnings volatility. And you would remember, Suraj, over the last couple of years, we've also been saying that when people say, will you do more in the joint venture in development, we say, well, actually, we're probably more opportunity constrained than we are capital constrained. Think of us now as more -- less opportunity constrained. So it's something we will look to do, and that will help us weigh our capital allocations and earnings volatility in the future. We haven't got a set plan on that, but we've got some great ideas on how we're going to manage that going forward.
Operator: Your next question is from Ben Brayshaw from Barrenjoey.
Benjamin Brayshaw: Just in relation to the guidance exclusive of Peet, could you just touch on the main drivers of the 0% to 10% range and where the delta is coming from? Presumably settlement activity and the mix in JV are 2 of the more important drivers. So I'd just like to get your feedback on that.
John Carfi: Yes. Ben, thanks for the question. You know it better than I do. Absolutely everything in our business at the moment is driven by development settlements, compounded by better performance on a lot-by-lot basis, cash generation and obviously, margins. And then it's volume behind that. Absolutely. That's driving the growth in the business. Obviously, we still got some growth opportunities in tourism and still some rental opportunities in the core portfolios, but most of the accretion comes out of development activity. And sorry, you're right about the JV. The JV peaked at the end of past financial year. So you got more 100% balance sheet stuff coming through.
Benjamin Brayshaw: Are you able to, I guess, talk about the growth in total settlements? I mean you obviously have a target for the 5 years to FY '29 of 10% to 15%. Do you envisage that you will be within that range for FY '27?
John Carfi: Yes. Good question, Ben. As you know, we don't give lot settlement guidance on an annualized basis. It's fair to say we're still on target for the 5-year plan CAGR, and we're quite happy with that. In terms of growth this year, that will come through many things, but I'm not going to give lot target guidance.
Benjamin Brayshaw: I think previously, you have commented on the prospects for margin expansion at the beginning of the year. This result has come in at 32% for the development EBIT segment. Could you just comment as to whether you see potential for the margin to improve in FY '27?
John Carfi: I'm going to throw it to Justin for that.
Justin Mitchell: Ben, yes is the answer relative to ultimately the outcome on settlements. What we've always said is that, obviously, as more of our settlements come on to balance sheet, we should be able to see a margin improvement from a scalable cost base. And as you will remember, FY '26, we did flag that potentially it would be down a little bit mainly because of the investment in marketing costs relating to new projects. I think I indicated $3 million to $4 million. Even with that, we did spend that much additional, we've still been able to drive margin improvement, EBIT margin improvement. So yes, definitely, but it will be subject to the outcomes, obviously, on the volume split between joint venture and balance sheet.
Benjamin Brayshaw: Just in relation to Peet, I appreciate that this is a proposed transaction, so constrained potentially in what you can say, but how have you assumed the sale of the Flagstone City estate being reflected in earnings? Is that contributing to the higher annualized earnings uplift of 11% for the first 12 months? Or is the profit on sale excluded from potentially...
Justin Mitchell: Yes. There's no profit on -- those partners are coming in at the enterprise value of $615 million. I think it's important to note, too, is that, that joint venture, obviously, when you mark-to-market, is a significant, if not the majority of the uplift in the NTA from the reported historical cost NTA. There's obviously cost base adjustments associated with that. So that's all reflected in that accretion, including in the -- certainly in the first 12 months with the strong contracts on hand, we obviously have to allocate relatively lower margin to that.
Benjamin Brayshaw: So can I just clarify, and I don't mean to harp on this, just the capital partner, are they being brought into Flagstone City at the book value for that estate?
John Carfi: No. So we're obviously buying the portfolio from Peet. We're rebasing costs during the transaction, and they will be entering into Flagstone at the same cost base that we're allocating going into the Peet deal.
Benjamin Brayshaw: Okay. And just on the margins for Peet, could you just talk broadly about how you're thinking about the margin sort of in the medium term, where you expect that you can stabilize the margin for the MPC portfolio?
John Carfi: Yes. I mean I'll go back to what I said before, we valued every single project and run a discounted cash flow on those projects based on a risk-adjusted basis. I think you can expect you'll get 15% margins out of those projects on the basis of the way we valued them or better. So yes, as you would, if you were acquiring any MPC project, that is the work we would do and the margin assumptions we would make or better.
Benjamin Brayshaw: And just to be clear, is that a segment margin? So in other words, including the expensing of business unit cost? And does that include expensing of COGS interest? So in other words, is it FFO margin on revenue?
Justin Mitchell: Well, that's not a divisional margin. I think you've got to expect that, that's directed more at 15% -- and just to be clear, it's project level 15% plus. Some of those are way in excess of that. But as John -- it would be no different to any other way other listed property developers would look and acquire assets for future development, but noting some of the benefits of a mature portfolio that John noted before.
Benjamin Brayshaw: And where would you see settlements...
John Carfi: Ben, you got to give someone else have a go.
Benjamin Brayshaw: Sorry, this is my last question, if that's okay. Sorry, John. Could you provide any comments on how you're thinking about near-term settlement activity for Peet?
John Carfi: Yes. Look, the majority of FY '27 is underpinned by sales. And you -- once again, it's for them to give guidance on that, not me. There's obviously -- I mean, it's no news to anyone that there is some slowing down of activity in the market based on sentiment. What impact that has on '28, yet to know. But most of the sales they're making at the moment, as we understand, it relate to FY '28, not '27.
Operator: Your next question is from James Druce from CLSA.
James Druce: So post this investment, how do you -- well, post this deal, what is investment -- how do you describe the investment in Ingenia going forward? Is it still a land lease developer? Or are you more of a sort of a land developer and you go out and look at buying big MPC communities and then getting more sort of land lease lots from that? Like, as an investor sort of taking equity in the stock now, like how do you describe the change in the business?
John Carfi: Yes. Good question, James. I think something we identified a couple of years ago, there's a natural merging of MPC and land lease communities and you've already seen it play out. Look at the big end of the sector, and it's underpinned by major players like Stockland who have got a massive land bank. And at the lower end of the sector is people who don't have much of a land bank and nothing to develop. We're probably going to sit somewhere in between. Think of us as a living provider where we do build-to-sell and build-to-hold and generate massive earnings in both of those through development activity as well as densifying through development activity. I think we're going to sit somewhere in the middle. I think it's obvious there's going to be further consolidation in the sector. We're probably consolidation-proof versus some of those at the bottom of the market where the pure plays or whatever we potentially have are vulnerable to consolidation because they don't have a pipeline or need to push themselves up the risk curve in order to acquire that pipeline. I think we sit comfortably in the middle, but you'll see still strong growth and a strong focus -- an overweight focus on land lease communities.
James Druce: Okay. And then I mean, if you look at the Peet share price over a very long term, say, 10 years, it's done very well over the last couple of years, but you are buying a business for the long term. Like, how have you got sort of comfortable with the sort of long-run returns for these businesses? I know you've done the bottom up, but what's changed if you -- what do you think has changed in the business to give you the confidence that you can get the returns, your 5-year sort of payback target? Like, what gives you the confidence there?
John Carfi: Yes. It's a good question, right? And this is the difficult thing. Obviously, most residential businesses value their inventory at cost. They all go through various cycles. And I go back to the mature portfolio. If you look at Peet in the past, probably didn't have enough capital deployed to partnership projects. It's now significantly improved, it's on balance sheet, and that portfolio has matured. Now I'll give you a history lesson, for those who know me, when I was at Mirvac, it took 7 years to get that Mirvac portfolio from a lot of c*** and immature projects to highly performing projects during my tenure, right? But once it gets there, and they're all mature and producing as Mirvac was, I think, in 2016, that's when it's on fire. Peet knows that, and that's where Peet is at. That mature portfolio in established markets is what gives us high confidence that we can continue to execute and maintain that sort of level of activity within Peet. When you go back, the portfolio was not in that shape. It takes a long time to get there.
James Druce: Okay. One more, if I may. Just looking at the sales rates for the last couple of periods. So if you're just looking at 6-month periods, the last 3 halves have been like 300, 290, 255 in the last half. So that's around 40-odd a month. It slowed in the last half. I'm just -- but July was up sort of -- I think it was up 50 sales. But I'm just -- can you give -- provide a bit of color on the sort of sales outlook at the moment? Like, it has slowed in the last half. July looks okay, but just some color there would be good.
John Carfi: It's a good question, James, and an opportunity to address that. So quite often, the monthly sales rates don't reflect what's going on because we may not have much stock in the market. We're getting ready to launch a project or we prelaunch or something like that. We're pretty comfortable that we're hitting our run rate in terms of sales. Obviously, like everyone, we're cautious about what the market outlook is looking like. But our customer activity is still pretty buoyant, Inquiry levels are high, conversions are high. I think uncertainty in the market perhaps is going to mean people are taking more time to make their decision or during that sales journey. But at the moment, we're hitting our required run rate. We're just like everyone, right? We're saying some caution because we don't know, but we're hitting our required run rate. And it's more -- the question you've asked probably is more around timing of project stage releases and that than it is about the broader market activity.
James Druce: Okay. So like-for-like, what are you seeing in terms of sales per month if you just look at a typical project...
John Carfi: We're bang on our forecast run rate, if that gives you confidence. There's no like-for-like because there's not a direct comparison.
Operator: We have a few minutes remaining for a last couple of quick questions. So the next question is from Tom Bodor from Jarden.
Tom Bodor: Just one for me. I don't want to take too much of everyone's time. But just be interested in your comments in the deck from your result around how you're well progressed on divestment of lower-growth assets from a capital recycling perspective. And you also mentioned your plans, in the appendix, to unlock capital from the Holidays business. For both those things, is it reasonable to assume it'd happen over the course of F '27? Or is that sort of -- is the Holidays piece a bit more medium term?
John Carfi: Yes. I wouldn't call out the Holidays piece specifically. We've identified somewhere between $350 million and $500 million worth of assets we consider to be lower growth, and we're sort of agnostic as to where they sit in the portfolio. The first tranche of that asset, there's a process underway, and we hope to conclude that soon, and that's about $120 million to $125 million worth of assets. The second tranche we're gearing up for now, and that will be about $140 million to $170 million, but it will be an ongoing program. So think of it as agnostic to sector or division. It's more around where we don't see growth opportunities, particularly densification, or it's in a region where we don't see ongoing revenue growth.
Tom Bodor: Okay. So is it reasonable then to assume that the $125 million and $140 million get done in F '27? Or is it...
John Carfi: I would say that the initial tranche, absolutely. The other one may sneak in, it may not. We haven't pressed the button on it yet. We're just getting ready to go. What I will say, there's plenty of appetite for those sorts of assets. It's really about how you bundle them up.
Tom Bodor: And Holidays will be a site-by-site type thing, not a whole of business type...
John Carfi: Yes. Think of it as a combination of all-age rentals, some holiday assets, not many, and old land lease communities.
Operator: And our final question from Murray Connellan from Moelis Australia.
Murray Connellan: Just a quick question on the balance sheet, please, and looking at that pro forma gearing number of 29.5%. I appreciate that there's a pipeline of investments that Tom just asked about. But I was wondering whether you can just comment on the sort of working capital investment that we can expect over the course of the next few years, just noting that there's obviously been quite a few new project launches within the land lease business this year, which obviously means new clubhouses and infrastructure getting built out initially. Peet obviously has a handful of those sorts of opportunities as well, particularly at Flagstone for additional working capital investment into unlocking an increased future pipeline. So it would just be great to get a bit of a sense of, I guess, working capital plans and what that does to the balance sheet, please.
Justin Mitchell: Yes. Murray, just conscious of time, and I'm happy to take it offline with you in a bit more detail, but it's fair to say you've hit the nail on the head. We are ramping up a number of our projects. We expect that the capital, [ EMW ] particularly, will ramp up in FY 27. But at the same time, we're recycling capital, as John said, to fund that. We're comfortably within our gearing range. As you are well aware, we monitor that and we manage our balance sheet to be prudent in the way that we set that going forward.
Operator: The team will be available for further questions later today. I'll now hand back to Mr. Carfi for closing remarks.
John Carfi: Thank you all for your attendance and interest. Justin, Donna and I look forward to meeting with many of you over the coming weeks, and we'll be available for any additional questions. Thanks once again for attending today. I'll now conclude the call.
Operator: Thank you all for attending. That does conclude the conference call for today. You may now disconnect your line.