Count Secures $72M Oracle Acquisition With $36M Institutional Placement

Count secures $72 million Oracle Group acquisition to build national wealth platform

Count Limited (ASX: CUP) has entered a binding agreement to acquire Oracle Group for approximately $72.2 million enterprise value, marking a transformational step in the company’s strategy to build Australia’s leading integrated wealth and accounting platform. The acquisition accelerates Count’s objective to grow wealth segment revenues, adding 22 financial advisers, 14 east coast offices, $1.8 billion in funds under advice (FUA) and $0.8 billion in funds under management (FUM) to the network. The deal is expected to be low double-digit earnings per share (EPS) accretive pre-synergies on a FY26 pro forma basis.

Oracle Group generated $26.4 million in revenue and $8.6 million in EBITA during FY25, with forecast EBITA of approximately $10.0 million for FY26. Count has acquired the business at a valuation multiple of 7.2x FY26F EBITA, positioning the transaction as both strategically compelling and financially attractive. The acquisition will be partially funded through a fully underwritten institutional placement to raise approximately $35.9 million and a non-underwritten share purchase plan (SPP) targeting up to $5.0 million.

Count Chief Executive Officer, Hugh Humphrey, said:

“The acquisition of Oracle Group is highly aligned with Count’s strategy, which is anchored on several key pillars: expanding our participation in the advice value chain and growing financial planning revenues to over 50% of Equity Partnership revenues within five years; broadening the opportunity for clients to benefit from our CARE investment philosophy and Count’s investment solutions; and improving the take-up of our outsourcing solutions, IT managed services and education and specialist advisory offerings.”

For investors, this deal represents material progress against Count’s publicly stated five-year strategic roadmap, delivering immediate scale benefits and positioning the company to cross-sell its existing service suite across a significantly expanded client base.

What the Oracle Group acquisition adds to Count’s network

Established in 1986 and headquartered in Newcastle, NSW, Oracle Group is a leading provider of financial advice and investment services across Australia’s east coast. The business operates through three specialist divisions that mirror Count’s integrated model.

Oracle Advisory Group provides independent financial planning and wealth accumulation strategies to individuals, families and businesses. Services include investment advice, retirement planning, superannuation, insurance advice, estate planning and lending advice.

Oracle Accounting delivers full-service accounting to individuals and businesses, covering personal and business taxation, bookkeeping, business services, BAS/IAS preparation, and self-managed superannuation fund (SMSF) accounting and audit coordination.

Oracle Investment Management offers actively managed investment solutions, including discretionary portfolio management across equities, property and fixed income.

The acquisition brings 22 financial advisers across 14 locations along the east coast, with Oracle Group holding approximately $0.8 billion in FUM (as at 28 February 2026) and $1.8 billion in FUA (as at 31 August 2025).

For investors, the diversified revenue base across advice, accounting and investment management mirrors Count’s own integrated model, reducing execution risk and enabling faster integration of Count’s existing service offerings.

Combined network scale post-acquisition

The acquisition materially increases Count’s scale across key operational metrics. Count’s employed adviser headcount will rise from 76 to 98, representing a 29% increase in client-facing capacity. Network FUM will reach approximately $6.2 billion, whilst network FUA will climb to approximately $42.0 billion.

The combined platform delivers:

1. Employed financial advisers: 98 (up from 76)
2. Combined FUM: ~$6.2 billion
3. Combined FUA: ~$42.0 billion
4. New east coast office locations: 14

This expanded geographic footprint enhances Count’s client-facing distribution capability, particularly along the east coast where Oracle Group’s 14 offices across NSW, Victoria and Queensland complement Count’s existing network.

Understanding wealth segment EBITA contribution

EBITA contribution refers to the proportion of a company’s earnings before interest, tax and amortisation that comes from a specific business segment. For a diversified financial services company like Count, which operates across both wealth (financial planning) and accounting segments, the mix of EBITA contribution indicates where earnings are being generated.

Count has publicly targeted wealth segment revenues to represent 50% of Equity Partnership revenues within five years. This target reflects management’s strategic view that financial planning generates higher-quality, recurring revenue streams compared to transactional accounting services. Investors typically assign premium valuation multiples to recurring, fee-based revenue due to its predictability and alignment with long-term client relationships.

The Oracle Group acquisition lifts Count’s Wealth segment contribution to approximately 59% of 1H FY26 pro forma EBITA, up from approximately 46% on a standalone basis. This means Count has achieved its five-year target ahead of schedule, validating management’s execution against stated strategic objectives.

For investors, this shift in revenue mix is material. Wealth-focused revenue is generally considered higher quality due to recurring fee structures, lower client churn and structural alignment with Australia’s superannuation system. The achievement of the 50% threshold positions Count to potentially re-rate its strategic ambitions or pursue further growth in wealth services.

Synergies and value creation roadmap

Count has identified $1.0 million in run-rate pre-tax cost synergies, targeted to be achieved within 24 months following completion. These synergies exclude one-off transaction and integration costs and are expected to flow from operational efficiencies, duplicated corporate functions and shared service optimisation.

Beyond cost synergies, Count sees material revenue upside through the integration of its CARE investment philosophy and Count Services platform across Oracle Group’s adviser network. CARE represents Count’s risk-profiled managed account solution, similar to Oracle’s existing Executive Series offering. The ability to transition Oracle clients to CARE, whilst offering Oracle advisers access to Count’s outsourcing solutions, IT managed services and education programmes, creates multiple cross-sell opportunities.

CEO Hugh Humphrey

“The acquisition of Oracle Group is highly aligned with Count’s strategy, which is anchored on several key pillars: expanding our participation in the advice value chain and growing financial planning revenues to over 50% of Equity Partnership revenues within five years; broadening the opportunity for clients to benefit from our CARE investment philosophy and Count’s investment solutions; and improving the take-up of our outsourcing solutions, IT managed services and education and specialist advisory offerings.”

Additional revenue opportunities include:

• Integration of Oracle’s accounting offices with Count’s Equity Partnership network
• Broader uptake of Count Services across Oracle’s 14 office locations
• Incremental revenue contributions from external partners in education, technology and other services

Certain existing Oracle Group shareholders have agreed to a 36-month non-compete post-completion, providing Count with operational continuity and protecting against client attrition risk during the integration period.

Transaction funding and balance sheet position

The acquisition carries an upfront enterprise value of approximately $72.2 million, structured across multiple consideration components to align vendor incentives with integration success. The upfront consideration totals approximately $53.9 million (subject to customary completion adjustments), comprising $49.8 million in cash and $4.1 million in Count shares issued to certain Oracle Group shareholders at the equity raising offer price.

Deferred cash consideration of up to $18.3 million is payable in Years 1 and 2 following completion, subject to the achievement of agreed performance milestones. Potential earn-out cash payments of up to $10.0 million are also payable over the same period, contingent on performance hurdles. The scrip consideration issued to certain Oracle Group shareholders will be subject to 12-month escrow arrangements.

Count proposes to fund the acquisition and related transaction expenses through:

1. Institutional Placement: ~$35.9 million
2. SPP (non-underwritten): up to $5.0 million
3. Scrip consideration: ~$4.1 million
4. New debt facility for balance and future deferred/earn-out payments

The institutional placement will issue approximately 34.2 million new fully paid ordinary shares at an offer price of $1.05 per share. This represents a 7.5% discount to the last closing price of $1.135 on 30 March 2026 and an 8.7% discount to the five-day volume weighted average price (VWAP) of $1.15 as at 30 March 2026.

In addition to the placement, certain directors of Count have committed to subscribe for approximately $0.3 million of new shares on the same terms, subject to shareholder approval. The placement is fully underwritten by E&P Capital Pty Ltd and Canaccord Genuity (Australia) Limited, acting as joint lead managers.

Following the acquisition and equity raising, Count’s balance sheet will remain strong, with post-transaction pro forma net debt to EBITA of approximately 1.0x. This conservative leverage position preserves capacity for further mergers and acquisitions and maintains operational flexibility as Count integrates Oracle Group and pursues additional growth opportunities.

Key dates for shareholders

The equity raising will proceed according to the following indicative timetable:

• Record date for SPP: 7:00pm (AEDT) on Monday, 30 March 2026
• Trading halt and announcement of the Acquisition and Equity Raising: Tuesday, 31 March 2026
• Placement bookbuild: Tuesday, 31 March 2026
• Announcement of completion of Placement and trading halt lifted: Wednesday, 1 April 2026
• Placement settlement: Wednesday, 8 April 2026
• Placement shares issued and commence trading: Thursday, 9 April 2026
• SPP opens and SPP booklet dispatched: Monday, 13 April 2026
• SPP closes: Friday, 1 May 2026
• SPP shares issued: Thursday, 7 May 2026
• SPP shares commence trading: Friday, 8 May 2026

Eligible shareholders, being those with a registered address in Australia or New Zealand on Count’s register as at 7:00pm (Sydney time) on Monday, 30 March 2026, will have the opportunity to participate in the SPP and apply for up to $30,000 of new shares free of brokerage, commission and transaction costs at the same offer price as the placement.

What comes next for Count

Completion of the acquisition is subject to the satisfaction of various conditions precedent, including receipt of Australian Competition and Consumer Commission (ACCC) approval (or notification waiver) and other standard conditions. The company has not provided a specific completion timeline, though the equity raising timetable suggests settlement is expected to occur during April and May 2026.

For investors, successful integration and synergy delivery will be key milestones to monitor in FY26 and FY27. The deal also strengthens Count’s platform for future financial planning acquisitions, positioning the company to pursue further consolidation opportunities in Australia’s fragmented wealth advice market.

Management has expressed confidence in realising the combined scale benefits of the enlarged network, with the transaction expected to be low double-digit EPS accretive pre-synergies on a FY26 pro forma basis. The ability to achieve the company’s five-year strategic target for wealth segment contribution within a single transaction validates Count’s M&A-led growth strategy and sets a precedent for future deals of similar scale and structure.

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