Company Presentation Acquisition of Significant Shareholding in NH - - PowerPoint PPT Presentation
Company Presentation Acquisition of Significant Shareholding in NH - - PowerPoint PPT Presentation
Company Presentation Acquisition of Significant Shareholding in NH Hotel Group June 2018 AGENDA: TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES 2 TRANSACTION OVERVIEW MINT is expanding its
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AGENDA:
TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES
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TRANSACTION OVERVIEW
MINT is expanding its footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory.
TRANSACTION STRUCTURE ESTIMATED TRANSACTION SIZE Tranche* Estimated Timeline % Shareholding (fully-diluted) Seller(s) Oceanwood-1 & others Announced 9.5% Oceanwood & other minority shareholders Oceanwood-2 15 Jun 3.6% Oceanwood HNA-1 15 Jun 16.8% HNA HNA-2 12 Sep 8.4% HNA Total Pre-Tender Offer 38.2%
- In addition, MINT intends to follow National Securities Market Commission’s (CNMV) regulation and
announce a Tender Offer for the remaining shares of NH Hotel Group Euro million THB million* The first 38.2% shareholding 948.4 35,829 Tender Offer up to 1,550.7 up to 58,583 Total up to 2,499.1 up to 94,412 TENDER OFFER PRICE
- Not lower than MINT’s highest acquisition price in the last 12 month-period, currently at EUR 6.40 per share
(subject to fair price adjustments by CNMV)
(According to AGM agenda to be held on 21 June 2018, proposed dividend is EUR 0.10 per share, to be paid on 27 July 2018)
CONDITIONS PRECEDENT
- CNMV’s regulatory compliance and associated approval for the Tender Offer
- Clearance by relevant anti-trust authorities
- MINT’s EGM approval for HNA-2 Tranche & Tender Offer
* Note: at the exchange rate of THB 37.7785 / Euro * Note: all tranches have standalone investment merits and approval processes Updated 12 June 2018 Updated 12 June 2018
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TRANSACTION OVERVIEW
MINT’S INTENTIONS
- Target shareholding in NH Hotel Group of between 51%-55%
- Keep NH Hotel Group as a publicly-listed company on the Madrid Stock Exchange with strong corporate
governance, whereby MINT will actively engage in conversations with NH Hotel Group’s existing investors on such intentions
- MINT will proactively pursue the above approach. However, should the tender offer result in shareholding of
- ver 68% (or at the stretched exercise level of 73.5% as per below scenario), MINT has prepared for other
funding options, including active conversations with financial partners SOURCE OF FUND
- Below are the sources of fund required for each shareholding scenario, assuming consolidation of NH Hotel
Group’s financials to MINT’s for proforma 2019 financials
(Euros million)
% Shareholding 51.0% 55.0% 68.4% 73.5% Corporate Bonds 1,294 1,396 1,283 1,331 Perpetual Bonds
- 452
534 Total Source of Fund 1,294 1,396 1,735 1,865 2019 Interest-bearing-debt / Equity 1.12x 1.20x 1.30x 1.56x
MINT’s target shareholding
MINT is expanding its footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory.
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TRANSACTION OVERVIEW
MINT’S EGM AGENDA
- Shareholders’ approval of the investment in shares of NH Hotel Group both by way of block trade and tender
- ffer (over 50% of Net Tangible Asset according to the SET rules and regulation)
- Shareholders’ approval of issuance of bonds, which when calculated with the aggregated amount of all
- utstanding debentures at any time, shall not exceed Baht 95 billion
* Note that the above agendas are conditional upon one another, and they both require at least ¾ of votes of shareholders who are present and entitled to vote
- MINT has received unanimous approval by all members of board of directors
TENTATIVE TIMELINE June July Aug Sept Oct Nov
- Share Purchases
- MINT’s EGM
- Tender Offer*
15 Purchase of HNA-1
& Oceanwood-2 Purchase of HNA-2
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MINT’s EGM Tender Offer Process
* Note: In the case MINT announced a voluntary tender offer
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MINT is expanding its footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory.
Updated 12 June 2018
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AGENDA:
TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES
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ACQUISITION RATIONALES
The acquisition offers improved overall growth profile of the portfolio, based on highly complementary assets.
Strategic Investment
in terms of brand, geography and hotel portfolio
Highly Attractive Assets
in hard-to-enter European markets in strategically attractive locations
Financially Attractive Investment
with attractive valuation and favorable upside potential
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STRATEGIC INVESTMENT
NH Hotel Group’s portfolio is highly complementary to MINT’s, in terms of geography, brands and hotel portfolio, with limited
- verlap. While NH Hotel Group’s brands are strong in Europe and the Americas, Minor Hotels’ are reputable in Asia, Australia, the
Middle East and Africa.
COMPLEMENTARY GEOGRAPHICAL FOOTPRINT WITH LIMITED OVERLAP
Minor Hotels NH Hotel Group Both Minor Hotels & NH Hotel Group
COMPLEMENTARY BRAND PORTFOLIO
Midscale Upscale Upper Upscale Luxury
2 hotels 62 hotels The Americas 13 hotels 317 hotels Europe 47 hotels 1 hotels Africa & Middle East 99 hotels 0 hotels Asia & Oceania *As of June 2018
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FINANCIALLY ATTRACTIVE INVESTMENT
The investment in NH Hotel Group is financially attractive with favorable upside potential, backed by robust business fundamentals, high-caliber management team and proven disciplined approach to deliver consistent growth.
Revenue EBITDA NPAT EUR million 1,395 1,475 1,571 1,645 1,722 2015 2016 2017 2018E 2019E 150 181 233 260 286
- 3
11 35 92 100
Attractive Valuations
- 10.6x EV/2018EBITDA multiple, a highly attractive
valuation for high quality assets in key gateway cities in Europe
- Precedent transactions in the sector at over 12x average
EV/EBITDA
Favorable Upside Potential
- Improving European macroeconomic outlook
- Limited new hotel supply with continued growth in travel
and tourism in key markets that NH Hotel Group operates
- Undergoing plans to dynamically uplift ADR through hotel
renovations and CAPEX plans
- Continued cost and efficiency improvement plan
- Potential synergistic benefits that can be leveraged across
Minor Hotels & NH Hotel Group
CAGR +5% CAGR +11% CAGR +69%
NH HOTEL GROUP’S FINANCIALS
Note: Recurring EBITDA before onerous reversal and capital gains from asset disposals Source: NH Hotel Group’s 2017 results presentation and Bloomberg’s consensus as of 25 May 2018
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HIGHLY ATTRACTIVE ASSETS
NH Hotel Group’s portfolio are grade A assets with cluster benefits, strategically located in extremely hard-to-replicate urban city locations in main European gateway cities.
AMSTERDAM (15 HOTELS) MILAN (12 HOTELS) BERLIN (12 HOTELS) MADRID (29 HOTELS) BARCELONA (22 HOTELS) BRUSSELS (10 HOTELS)
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HIGHLY ATTRACTIVE ASSETS
NH Hotel Group’s portfolio are grade A assets with cluster benefits, strategically located in extremely hard-to-replicate urban city locations in main European gateway cities.
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AGENDA:
TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES
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FINANCIAL COMPARISON
* Source: Bloomberg’s consensus for both MINT and NH Hotel Group as of 4 June 2018
NH Hotel Group is expected to deliver robust financial performance and generate meaningful contribution to MINT in the coming years.
25,000 50,000 75,000 5,000 10,000 15,000 2,000 4,000 6,000 8,000
MINT’s Shareholding Level NH Hotel Group’s NPAT Contribution to MINT 51.0% 28% 55.0% 31% 68.4% 38% 73.5% 41%
2018F REVENUE 2018F EBITDA
THB million THB million
2018F NET PROFIT
THB million
% SHAREHOLDING SCENARIOS
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AGENDA:
TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES
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VALUE CREATION OPPORTUNITIES
Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.
Creation of Leading Asian-European Hospitality Platforms, with an asset-right portfolio of brands that are strong in their respective geographical footprint, and established presence across Asia, Europe, Australia, the Middle East, Africa and the Americas Economies of scale, allowing more aggressive competition with the technology disruptors Sales and distribution partnership, with opportunities on loyalty programs, sales & distribution expertise, improved account coverage and the leverage on overall database Leverage on existing customer base of each company, expanding European demand to Asia, Middle East & Oceania, and vice-versa; leisure travelers to business, and vice-versa Brand optimization opportunities across geographies, whether under NH Hotel brands or Minor Hotel brands in
- rder to maximize revenues opportunities across the portfolios
Shared best practices across organizations, whether in terms of personnel, operations, brands, F&B expertise (Corbin & King, Benihana, the Coffee Club, Thai Express)
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10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 Minor Hotels NH Hotel Group Combined Owned Joint-venture Managed MLR Leased
VALUE CREATION OPPORTUNITIES
Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.
Creation of Leading Asian-European Hospitality Platforms, with an asset-right portfolio of brands that are strong in their respective geographical footprint, and established presence across Asia, Europe, Australia, the Middle East, Africa and the Americas
35% 20% 24% 10% 3% 23% 23% 23% 32% 8% 57% 20,379 59,350 79,729 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 Minor Hotels NH Hotel Group Combined Asia Oceania Africa & MENA Europe The Americas Others 42% 34% 75% 9% 33% 9% 18% 5% 11% 12% 59% 14% 20,379 59,350 79,729 9% 2% 10%
Hotel Platform by Ownership Hotel Platform by Location
- No. of Rooms
- No. of Rooms
*As of Mar 2018
Accelerated Growth Opportunity MINT’s luxury vacation club and ultra high-end residential development projects serve as part of the hospitality platform which are highly complementary to the hotel business
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VALUE CREATION OPPORTUNITIES
Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.
Economies of scale, allowing more aggressive competition with the technology disruptors
Sales and distribution partnership, with
- pportunities on loyalty programs, sales &
distribution expertise, improved account coverage and the leverage on overall database
Unrivaled hotel network with over 540 properties and 79,000 rooms combined
Ability to increase control
- ver room rates
PR & marketing partnerships to drive direct bookings Opportunity to reduce OTAs commission with higher key count and booking volumes Potential cost synergies
- n investments in
technology and online platform
Loyalty Programs
Potential to leverage on the loyalty programs with greater choice and value to customers
Sales & Distribution
Increase in brand awareness and sales coverage, covering Europe, Asia Pacific, Oceania, Africa & Americas
Customer Database
Opportunity to build on each other’s customer database to drive higher occupancy and cross-selling
- pportunities
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Europe 20% Asia 60% The Americas 14% Others 6% Europe 75% Asia 9% The Americas 13% Others 3%
Mexico + Argentina + Colombia
Europe 75% Asia 12% The Americas 10% Others 3% Europe 7% Asia 1% The Americas 87% Others 5% Europe 71% Asia 12% The Americas 13% Others 4% Europe 82% Asia 3% The Americas 10% Others 15% Europe 52% Asia 42% The Americas 5% Others 1% Europe 23% Asia 71% The Americas 5% Others 1%
VALUE CREATION OPPORTUNITIES
Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.
Leverage on existing customer base of each company, expanding European demand to Asia, Middle East & Oceania, and vice-versa; leisure travelers to business, and vice-versa
Thailand
Origin of International Tourist Arrivals
* Source: Ministry of Tourism and Sports, Thailand, Australian Bureau of Statistics, UAE Tourism Bureau, The Maldives’ Ministry of Tourism, Instituto Nacional de Estadistica, National Institute of Statistics, Italy, World Bank, UNWTO
(as of 2017)
Europe 19% Asia 50% The Americas 11% Others 20%
(as of 2017)
Australia
(as of 2017) (as of 2016)
UAE Maldives
Creating a Global Customer Base
Spain Italy Netherlands
(as of 2017) (as of 2016) (as of 2016) (as of 2016)
Asian demand for Europe & South America European & Latin American demand for Asia, Middle East & Oceania Germany
(as of 2016)
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VALUE CREATION OPPORTUNITIES
Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.
Brand optimization opportunities across geographies, whether under NH Hotel brands or Minor Hotel brands in
- rder to maximize revenues opportunities across the portfolios
Locations with Multiple NH Hotels Locations with Multiple Minor Hotels
51 25 12 9 6 5 5 4 Australia Thailand Portugal UAE Sri Lanka Mozambique Maldives Vietnam 28 23 10 7 6 12 11 10 9 9 5 5 Madrid Barcelona Berlin Frankfurt Munich Amsterdam Milan Bogota Brussels Buenos Aires Vienna Mexico City Germany Netherlands Italy Colombia Belgium Argentina Austria Mexico Spain
- No. of Properties
- No. of Properties
Total 130
*As of Mar 2018
58 36 51 15 13 15 7 15
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VALUE CREATION OPPORTUNITIES
Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.
Shared best practices across organizations, whether in terms of personnel, operations, brands, F&B expertise (Corbin & King, Benihana, the Coffee Club, Thai Express)
Personnel Operations & Brands F&B Offerings
- Recruitment strategy and
platforms
- Training programs
- Talent management and
leadership development programs
- Performance management
- Result-driven culture
- Global job opportunities and
career path
- Occupational health and
safety standards
- Revenue & cost management
- Customer service standards
- Branding expertise
- Quality assurance
- Supply chain management
- Information technology
- Guest security and safety
standards
- Compliance procedures
- Opportunity to cross sell
restaurant concepts within the hotel network
- Marketing programs to boost
capture rates
- Quality control
- Cost management
- Operational excellence
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APPENDIX: OVERVIEW OF NH HOTEL GROUP
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Owned, 20% Leased, 57% Managed, 23%
OVERVIEW OF NH HOTEL GROUP
PORTFOLIO OVERVIEW
Italy, 18% Central Europe, 25% Spain, 26% Benelux, 22% The Americas, 9%
2017 Revenue: EUR 1,571m No of Rooms: 59,350
NH Hotel Group is a leading European hotel operator with a diversified portfolio in the mid- to upscale segment across 30 countries in Europe, Americas and Africa. Revenue Breakdown Ownership Breakdown*
Brands Brand Positioning
- No. of
Hotels* Hotel Rooms* Midscale to upscale, urban hotels 289 41,702 Upper upscale, premium hotels located in capital cities 75 11,779 Upper upscale, unconventional “design” hotels 3 828 Upscale, holiday hotels 8 2,330 Total 382 59,350 6th largest hotel chain in Europe Listed on the Madrid Stock Exchange with a market capitalization of EUR 2.2 billion* Spain-based leading urban hotel operator with 382 hotels and 59,350 keys in 30 countries Key operating markets include Spain, Germany, Italy and Benelux
* As of Mar 2018
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Europe Andorra 1
- Austria
7
- Belgium
13
- Czech Republic
3
- France
4
- Germany
58
- Hungary
1
- Italy
51
- Luxemburg
1
- Poland
1
- Portugal
3 12 Romania 2
- Slovakia
1
- Spain
130
- Switzerland
4
- The Netherlands
36
- United Kingdom
1 1 Total 317 13 The Americas Argentina 15
- Brazil
1 2 Chile 5
- Colombia
15
- Cuba
2
- Ecuador
1
- Haití
1
- Mexico
15
- República
Dominicana 1
- Uruguay
1
- USA
1
- Venezuela
4
- Total
62 2 Africa & Middle East Botswana
- 1
Kenya
- 11
Lesotho
- 2
Maldives
- 5
Mozambique
- 5
Namibia
- 1
Oman
- 2
Qatar
- 2
Seychelles
- 1
South Africa 1
- Tanzania
- 6
UAE
- 9
Zambia
- 2
Total 1 47 Asia & Oceania Australia
- 51
Cambodia
- 1
China
- 3
India
- 1
Indonesia
- 2
Laos
- 1
Malaysia
- 1
New Zealand
- 4
Sri Lanka
- 6
Thailand
- 25
Vietnam
- 4
Total 99 *As of June 2018
OVERVIEW OF HOTEL PORTFOLIO
Minor Hotels has a strong presence across Asia and Africa, while NH Hotel Group is primarily focused in Europe and the Americas. The two companies offer an enlarged platform of over 540 hotels across the globe.