Annuncio • Oct 22
Pact Group Holdings Ltd Announces New Board Appointments Pact Group Holdings Ltd. announced effective 22 October 2024: the appointment of Mr. Raphael Geminder as Executive Chair and the appointment of Mr. Michael Wachtel as Deputy Chair. The Board believes that expanding Mr. Geminder's role to be an Executive Chair is in the best interests of the Company. In particular, the Board is of the view that Mr. Geminder brings strategic value to all aspects of the Pact business. Pact will continue to benefit from Mr.Geminder's long- standing experience of the Company's operations and business relationships as he formally expands his role to include an executive remit working alongside the CEO. The Board is conscious that there are a number of related party dealings between Pact and its controlled entities (the Group) and interests associated with Mr. Geminder. In addition, the Board recognises the potential for perceived or actual conflicts of interest to arise as a result of the recent appointment of Nick Perkins and Tristan Smith as Non-executive Directors (nominated by the Company's majority shareholder). Pact has robust systems in place to monitor and govern conflicts and related party transactions and to ensure compliance with the Corporations Act 2001 (Cth). With Mr. Geminder's appointment as Executive Chair, the Board has determined that independent Non-executive Director, Mr. Michael Wachtel, be appointed as Deputy Chair. Mr. Wachtel will fulfil the role of Chair when considering matters in which Mr. Geminder has an actual or perceived conflict of interest. Role type for Raphael Geminder is Part time. Key Responsibilities include: Guide Company strategy, oversee governance, and lead the Board. Focus on Company vision and values. Identify growth, M&A, partnership and alliance opportunities. Benchmark industry performance. General communication with key stakeholders government, industry, investors, Pact employees. Key Chair to Chair/CEO customer relationship maintenance. Oversee the CEO's performance and guide decisions. Indirect authority over operations. Annuncio • Sep 25
Pact Group Holdings Ltd Announces Appointment of Non-Executive Directors Pact Group Holdings Ltd. announced, effective 25 September 2024, the appointment of Mr. Nicholas (Nick) Perkins and Mr. Tristan Smith as Non-executive Directors of the Company. Perkins and Smith are nominees of Kin Group Pty Ltd. (Kin Group), a company which is ultimately controlled by the Geminder family. The Company's Chair, Raphael Geminder, and associates (including Kin Group, Salvage Pty Ltd. and Bennamon Industries Pty Ltd) hold a relevant interest in Pact of 88.04%. Perkins is the Chief Executive Officer of Kin Group. Kin Group is a diversified, global, long-term focused investor with offices in Melbourne and New York. Mr. Perkins has held a variety of roles within Kin Group, and its subsidiary businesses, for over 19 years, including 10 years as the General Counsel of Pact Group. Mr. Perkins serves on the Board of The Reject Shop and is a member of their Audit & Risk Committee and People & Culture Committee. He also holds a number of advisory and board positions across Kin Group's portfolio investments. Mr. Perkins holds a Bachelor of Arts and Bachelor of Laws from the University of Melbourne and is a Graduate Member of the Australian Institute of Company Directors. Smith is a Chartered Accountant and the Chief Financial Officer of Kin Group. Smith joined Kin Group in 2019 after nearly 20 years working globally with Ernst & Young and holds a number of advisory and board positions across portfolio investments spanning Kin Group's packaging, food and property portfolios. Mr. Smith holds a Bachelor of Commerce degree and a Master of Commerce degree from Macquarie University and is a member of Chartered Accountants Australia and New Zealand. Following the appointments, the Board comprises six directors, including two independent Non-executive Directors, three Non-executive Directors and one Executive Director. Reported Earnings • Aug 16
Full year 2024 earnings released: EPS: AU$0.22 (vs AU$0.019 loss in FY 2023) Full year 2024 results: EPS: AU$0.22 (up from AU$0.019 loss in FY 2023). Revenue: AU$1.80b (down 7.4% from FY 2023). Net income: AU$3.74m (up AU$10.3m from FY 2023). Profit margin: 0.2% (up from net loss in FY 2023). Revenue is forecast to stay flat during the next 2 years compared to a 4.2% growth forecast for the Packaging industry in Europe. Over the last 3 years on average, earnings per share has fallen by 42% per year whereas the company’s share price has fallen by 44% per year. Buy Or Sell Opportunity • Jul 25
Now 21% undervalued after recent price drop Over the last 90 days, the stock has fallen 11% to €0.45. The fair value is estimated to be €0.57, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 2.8% over the last 3 years. Meanwhile, the company became loss making. Annuncio • Jun 10
Raphael Geminder Fails to Wrap Up $234 Million Pact Buyout Billionaire Raphael Geminder's attempt to complete a $234 million off-market buyout of packaging company Pact Group Holdings Ltd. (ASX:PGH) is set to fail, despite 13 extensions of his offer. The bid was launched in September last year by Mr. Geminder's Bennamon Industries Pty Ltd, a wholly owned subsidiary of Kin Group, which is his family office. Mr. Geminder founded Pact Group and is the brother-in-law of Australia's richest man, -Anthony Pratt. At the time of the takeover bid, he owned 50% of the company's shares. The offer was improved in -December from 67.5¢ a share to 84¢ - a 24% premium on his original price. This allowed Mr. Geminder to build his stake to 87.86% on 07 June 2024, still under the 90% threshold needed for compulsory acquisition of the remaining shares. Pact shares ended trade at 84c each ahead of the offer's scheduled close at 7pm on 07 June 2024. The stock will be in focus when market trade resumes on June 11, 2024 morning. A major hurdle in the takeover bid has been the former owners of coat hangers and retail security tags company Tic Group, David Harris and Mark Gandur, who are in a long-running dispute with Pact over a $30 million earn-out payment. They have been accumulating shares and refused to sell their combined stake of 6% into the takeover. The dispute is headed for a trial in April 2025 in the Victorian Supreme Court. After the launch of the 14th offer on April 30, Kin Group said it was the ‘best and final offer’ and there would be no further extensions to the offer period. The company reiterated that it intended to seek to implement a number of significant changes to how Pact was governed and managed. Kin Group also intends to apply to delist Pact from the ASX which it will be able to do so in 2025. Given Kin Group owns more than 87% of the company it is likely that this resolution will be carried - irrespective of whether Pact Group has more than 150 shareholders with holdings of at least $500. Annuncio • May 06
Geminder’s Pact Offer Set to End in Stalemate Billionaire packaging businessman Raphael Geminder has finally declared his long-running takeover offer for packaging company Pact Group Holdings Ltd. (ASX:PGH) as the “best and final” bid, to close on June 7, but that will leave him stranded on 87.42% of the company and just short of compulsory acquisition. Mr. Geminder had been powering towards the finishing line of gaining 90% of the company, intending to then delist it from the ASX and privatise it, but just before he could declare victory two businessmen – who are also involved in a separate legal dispute with the billionaire – scooped up a 6% stake and seem to have scuttled the entire takeover. Issuing his 13th supplementary offer after launching the $289 million takeover bid in September, Mr. Geminder’s Bennamon Industries on May 3, 2024 declared the offer final and said it would close on June 7. However, Mr. Geminder remains stuck at 87.42%, with rebel shareholders holding 6% and the remaining investors unwilling to sell at the takeover price of 84c per share. The intervention of business partners David Harris and Mark Gandur, who now control 6% of Pact, has been a thorn in the side of Mr. Geminder. Mr. Geminder’s 13th supplementary bidder’s statement said that if Bennamon Industries hadn’t secured 90% acceptance of the takeover offer by June 7, it would seek a shareholder vote 12 months after the bid ends to take the company private. This could leave the dwindling number of shareholders in Pact holding stock in an unlisted public company. If a vote was held 12 months after the takeover ends – around June 2025 – Mr. Geminder would be able to vote his stake in favour of a delisting. Shares in Pact last traded at 84.5c. Reported Earnings • Feb 18
First half 2024 earnings released: AU$0.023 loss per share (vs AU$0.038 profit in 1H 2023) First half 2024 results: AU$0.023 loss per share (down from AU$0.038 profit in 1H 2023). Revenue: AU$897.8m (down 4.3% from 1H 2023). Net loss: AU$8.01m (down 161% from profit in 1H 2023). Revenue is expected to decline by 2.6% p.a. on average during the next 3 years, while revenues in the Packaging industry in Europe are expected to grow by 2.8%. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 62 percentage points per year, which is a significant difference in performance. Annuncio • Feb 08
Pact Group Holdings Ltd(ASX:PGH) dropped from S&P Global BMI Index Pact Group Holdings Ltd(ASX:PGH) dropped from S&P Global BMI Index New Risk • Jan 24
New minor risk - Insider selling There has been significant insider selling in the company's shares over the past 3 months. Total value of shares sold: €151k This is considered a minor risk. There are several reasons why an insider may be selling, including to cover a tax obligation or pay for some other expense. However, we generally consider it a negative if insiders have been selling, especially if they do so below the current price. It implies that they considered a lower price to be reasonable. This is a weak signal, but if there is a pattern of unexplained selling, it can be a sign the insider believes the company's stock is overpriced. Note: We only include open market transactions and private dispositions of directly owned stock by individuals, not by corporations or trusts. Currently, the following risks have been identified for the company: Major Risks Interest payments are not well covered by earnings (1.7x net interest cover). Interest payments are not well covered by earnings (1.7x net interest cover). Minor Risks Share price has been volatile over the past 3 months (10% average weekly change). Significant insider selling over the past 3 months (€151k sold). Board Change • Jan 13
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. 1 highly experienced director. Independent Non Executive Director Michael Wachtel was the last director to join the board, commencing their role in 2020. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Annuncio • Dec 02
Morrison & Co Growth Infrastructure Fund managed by HRL Morrison & Co Limited completed the acquisition of 50% stake in Crate Pooling business of Pact Group from Pact Group Holdings Ltd (ASX:PGH). Morrison & Co Growth Infrastructure Fund managed by HRL Morrison & Co Limited signed an agreement to acquire 50% stake in Crate Pooling business of Pact Group from Pact Group Holdings Ltd (ASX:PGH) for AUD 180 million on August 16, 2023.RBC Capital Markets, LLC acted as Financial advisor to HRL Morrison & Co Limited.Completion of the agreement is expected later this year, subject to the satisfaction of customary conditions and approvals. Michael Ziegelaar, Stephen Dobbs, Alexander Mackinnon of Herbert Smith Freehills acted as legal advisor to Pact Group Holdings. Ashurst LLP acted as a legal advisor to Morrison & Co Growth Infrastructure Fund.Morrison & Co Growth Infrastructure Fund managed by HRL Morrison & Co Limited completed the acquisition of 50% stake in Crate Pooling business of Pact Group from Pact Group Holdings Ltd (ASX:PGH) on December 1, 2023. Annuncio • Oct 14
Kin Group Pty Ltd cancelled the acquisition of Pact Group Holdings Ltd from Investors Mutual Limited and others Kin Group Pty Ltd made an offer to acquire Pact Group Holdings Ltd from Investors Mutual Limited and others for approximately AUD 120 million on September 13, 2023. Macquarie Capital is acting as financial adviser and Ashurst is acting as legal adviser to Kin Group. Rodd Levy of Herbert Smith Freehills acted as legal advisor to Pact Group Holdings Ltd.
Kin Group Pty Ltd cancelled the acquisition of Pact Group Holdings Ltd from Investors Mutual Limited and others on October 13, 2023. Annuncio • Oct 12
Pact Group Holdings Ltd Announces No Final Dividend in Relation to the Year Ended 30 June 2023 Pact Group Holdings Ltd. announced that the Directors have determined that there will be no final dividend in relation to the year ended 30 June 2023 compared to Final Dividend 1.50 cents per ordinary share paid a year ago. Annuncio • Aug 17
Morrison & Co Growth Infrastructure Fund managed by HRL Morrison & Co Limited signed an agreement to acquire 50% stake in Crate Pooling business of Pact Group from Pact Group Holdings Ltd (ASX:PGH) for AUD 180 million. Morrison & Co Growth Infrastructure Fund managed by HRL Morrison & Co Limited signed an agreement to acquire 50% stake in Crate Pooling business of Pact Group from Pact Group Holdings Ltd (ASX:PGH) for AUD 180 million on August 16, 2023.RBC Capital Markets, LLC acted as Financial advisor to HRL Morrison & Co Limited.Completion of the agreement is expected later this year, subject to the satisfaction of customary conditions and approvals. Reported Earnings • Aug 16
Full year 2023 earnings released: AU$0.019 loss per share (vs AU$0.035 profit in FY 2022) Full year 2023 results: AU$0.019 loss per share (down from AU$0.035 profit in FY 2022). Revenue: AU$1.95b (up 6.0% from FY 2022). Net loss: AU$6.61m (down 154% from profit in FY 2022). Revenue is forecast to stay flat during the next 3 years compared to a 2.4% growth forecast for the Packaging industry in Europe. Over the last 3 years on average, earnings per share has fallen by 62% per year but the company’s share price has only fallen by 32% per year, which means it has not declined as severely as earnings. New Risk • Aug 03
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 0.9% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Interest payments are not well covered by earnings (2.0x net interest cover). Share price has been highly volatile over the past 3 months (11% average weekly change). Earnings are forecast to decline by an average of 0.9% per year for the foreseeable future. New Risk • Jul 21
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of German stocks, typically moving 11% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Interest payments are not well covered by earnings (2.0x net interest cover). Share price has been highly volatile over the past 3 months (11% average weekly change). Annuncio • May 17
Pact Group Holdings Ltd Revises Earnings Guidance for the Financial Year 2023 Pact Group Holdings Ltd. revised earnings guidance for the financial year 2023. For the year, the company is updating its earnings guidance and now expects underlying Earnings before Interest and Tax (`EBIT') to be in the range of $142 million to $147 million Pact had previously given guidance in its 2023 Half-Year Results release on 15 February 2023 that underlying EBIT was expected to be slightly ahead of Financial Year 2022 underlying EBIT of $156.2 million, noting that the demand outlook was uncertain. Board Change • May 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. 1 highly experienced director. Independent Non Executive Director Michael Wachtel was the last director to join the board, commencing their role in 2020. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Feb 16
First half 2023 earnings released: EPS: AU$0.07 (vs AU$0.06 loss in 1H 2022) First half 2023 results: EPS: AU$0.07 (up from AU$0.06 loss in 1H 2022). Revenue: AU$998.2m (up 7.7% from 1H 2022). Net income: AU$23.9m (up AU$44.7m from 1H 2022). Profit margin: 2.4% (up from net loss in 1H 2022). The move to profitability was driven by higher revenue. Revenue is forecast to stay flat during the next 3 years compared to a 3.6% growth forecast for the Packaging industry in Europe. Over the last 3 years on average, earnings per share has fallen by 37% per year but the company’s share price has only fallen by 22% per year, which means it has not declined as severely as earnings. Recent Insider Transactions • Sep 13
Non-Executive Chairman recently bought €299k worth of stock On the 8th of September, Raphael Geminder bought around 300k shares on-market at roughly €1.00 per share. This transaction amounted to 8.2% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. This was Raphael's only on-market trade for the last 12 months. Valuation Update With 7 Day Price Move • Aug 23
Investor sentiment deteriorated over the past week After last week's 24% share price decline to €1.12, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 14x in the Packaging industry in Europe. Total loss to shareholders of 16% over the past three years. Reported Earnings • Aug 18
Full year 2022 earnings released: EPS: AU$0.035 (vs AU$0.25 in FY 2021) Full year 2022 results: EPS: AU$0.035 (down from AU$0.25 in FY 2021). Revenue: AU$1.84b (up 4.3% from FY 2021). Net income: AU$12.2m (down 86% from FY 2021). Profit margin: 0.7% (down from 5.0% in FY 2021). Over the next year, revenue is forecast to grow 1.9%, compared to a 14% growth forecast for the Packaging industry in Germany. Over the last 3 years on average, earnings per share has increased by 56% per year but the company’s share price has fallen by 3% per year, which means it is significantly lagging earnings. Reported Earnings • Feb 17
First half 2022 earnings: EPS in line with expectations, revenues disappoint First half 2022 results: AU$0.06 loss per share (down from AU$0.14 profit in 1H 2021). Revenue: AU$927.2m (up 3.7% from 1H 2021). Net loss: AU$20.8m (down 142% from profit in 1H 2021). Revenue missed analyst estimates by 1.9%. Over the next year, revenue is forecast to grow 2.5%, compared to a 12% growth forecast for the industry in Germany. Over the last 3 years on average, earnings per share has increased by 100% per year but the company’s share price has only increased by 1% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • Dec 01
Investor sentiment deteriorated over the past week After last week's 16% share price decline to €1.60, the stock trades at a forward P/E ratio of 11x. Average forward P/E is 17x in the Packaging industry in Europe. Total loss to shareholders of 25% over the past three years. Recent Insider Transactions • Nov 02
Non-Executive Chairman recently bought €3.3m worth of stock On the 26th of October, Raphael Geminder bought around 2m shares on-market at roughly €1.94 per share. This was the largest purchase by an insider in the last 3 months. This was Raphael's only on-market trade for the last 12 months. Recent Insider Transactions • Oct 23
MD, Group CEO & Director recently sold €59k worth of stock On the 18th of October, Sanjay Dayal sold around 29k shares on-market at roughly €2.07 per share. This was the largest sale by an insider in the last 3 months. This was Sanjay's only on-market trade for the last 12 months. Reported Earnings • Aug 21
Full year 2021 earnings released: EPS AU$0.25 (vs AU$0.26 in FY 2020) The company reported a soft full year result with weaker earnings and revenues, although profit margins were improved. Full year 2021 results: Revenue: AU$1.76b (down 2.6% from FY 2020). Net income: AU$87.5m (down 1.5% from FY 2020). Profit margin: 5.0% (up from 4.9% in FY 2020). The increase in margin was driven by lower expenses. Over the last 3 years on average, earnings per share has increased by 76% per year but the company’s share price has only increased by 3% per year, which means it is significantly lagging earnings growth. Executive Departure • Apr 02
Chief Financial Officer has left the company On the 31st of March, Richard Betts' tenure as Chief Financial Officer ended after 5.8 years in the role. As of December 2020, Richard personally held only 9.28k shares (€15k worth at the time). A total of 2 executives have left over the last 12 months. Reported Earnings • Feb 19
First half 2021 earnings released: EPS AU$0.14 (vs AU$0.10 in 1H 2020) The company reported a strong first half result with improved earnings, revenues and profit margins. First half 2021 results: Revenue: AU$894.4m (up 1.1% from 1H 2020). Net income: AU$49.9m (up 44% from 1H 2020). Profit margin: 5.6% (up from 3.9% in 1H 2020). Over the last 3 years on average, earnings per share has increased by 25% per year but the company’s share price has fallen by 18% per year, which means it is significantly lagging earnings. Analyst Estimate Surprise Post Earnings • Feb 19
Revenue beats expectations Revenue exceeded analyst estimates by 1.1%. Over the next year, revenue is forecast to stay flat compared to a 4.6% growth forecast for the Packaging industry in Germany. Valuation Update With 7 Day Price Move • Feb 10
Investor sentiment improved over the past week After last week's 18% share price gain to AU$1.73, the stock is trading at a trailing P/E ratio of 10.6x, up from the previous P/E ratio of 8.9x. This compares to an average P/E of 19x in the Packaging industry in Europe. Total return to shareholders over the past three years is a loss of 41%. Is New 90 Day High Low • Feb 10
New 90-day high: €1.73 The company is up 9.0% from its price of €1.58 on 11 November 2020. The German market is up 11% over the last 90 days, indicating the company underperformed over that time. However, its price trend is similar to the Packaging industry, which is also up 9.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €2.32 per share. Is New 90 Day High Low • Dec 08
New 90-day high: €1.62 The company is up 18% from its price of €1.37 on 09 September 2020. The German market is up 3.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Packaging industry, which is up 8.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €1.71 per share. Is New 90 Day High Low • Nov 11
New 90-day high: €1.50 The company is up 15% from its price of €1.31 on 12 August 2020. The German market is flat over the last 90 days, indicating the company outperformed over that time. It also outperformed the Packaging industry, which is up 9.0% over the same period. According to the Simply Wall St valuation model, the estimated intrinsic value of the company is €1.59 per share.