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 footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory. Tranche* Estimated % Shareholding Seller(s) Timeline (fully-diluted) Oceanwood-1 & others Announced 9.5% Oceanwood & other minority shareholders Oceanwood-2 15 Jun 3.6% Oceanwood TRANSACTION HNA-1 15 Jun 16.8% HNA STRUCTURE HNA-2 12 Sep 8.4% HNA Total Pre-Tender Offer 38.2% * Note: all tranches have standalone investment merits and approval processes Updated 12 June 2018 • 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 ESTIMATED TRANSACTION Tender Offer up to 1,550.7 up to 58,583 SIZE Total up to 2,499.1 up to 94,412 * Note: at the exchange rate of THB 37.7785 / Euro Updated 12 June 2018 • 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) TENDER OFFER PRICE (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) • CNMV’s regulatory compliance and associated approval for the Tender Offer CONDITIONS • Clearance by relevant anti-trust authorities PRECEDENT • MINT’s EGM approval for HNA -2 Tranche & Tender Offer 3
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. • 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 MINT’S such intentions INTENTIONS • MINT will proactively pursue the above approach. However, should the tender offer result in shareholding of over 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 • 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 SOURCE OF FUND 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 4
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. June July Aug Sept Oct Nov 15 Purchase of HNA-1 • Share Purchases 12 Purchase of HNA-2 & Oceanwood-2 TENTATIVE • MINT’s EGM 9 MINT’s EGM TIMELINE • Tender Offer* Tender Offer Process Updated 12 June 2018 * Note: In the case MINT announced a voluntary tender offer • Shareholders’ approval of the investment in shares of NH Hotel Group both by way of block trade and tender offer (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 MINT’S outstanding debentures at any time, shall not exceed Baht 95 billion EGM AGENDA * 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 5
AGENDA: TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES 6
ACQUISITION RATIONALES The acquisition offers improved overall growth profile of the portfolio, based on highly complementary assets. Financially Attractive Strategic Investment Highly Attractive Assets Investment in terms of brand, geography and hotel in hard-to-enter European markets in with attractive valuation and favorable portfolio strategically attractive locations upside potential 7
STRATEGIC INVESTMENT NH Hotel Group’s portfolio is highly complementary to MINT’s, in terms of geography, brands and hotel portfolio, with limited overlap. 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 COMPLEMENTARY BRAND PORTFOLIO The Americas Europe Asia & Oceania 2 hotels 13 hotels 99 hotels 62 hotels 317 hotels 0 hotels Luxury Upper Upscale Upscale Midscale Africa & Middle East 47 hotels 1 hotels Minor Hotels NH Hotel Group Both Minor Hotels & NH Hotel Group *As of June 2018 8
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. NH HOTEL GROUP’S FINANCIALS EUR million Attractive Valuations CAGR +5% • 10.6x EV/2018EBITDA multiple, a highly attractive 1,722 1,645 valuation for high quality assets in key gateway cities in 1,571 1,475 1,395 Europe Revenue • Precedent transactions in the sector at over 12x average EV/EBITDA Favorable Upside Potential CAGR • Improving European macroeconomic outlook +11% 286 260 • Limited new hotel supply with continued growth in travel 233 EBITDA 181 150 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 CAGR +69% Minor Hotels & NH Hotel Group 100 NPAT 92 35 11 -3 2015 2016 2017 2018E 2019E 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 9
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. MADRID (29 HOTELS) BARCELONA (22 HOTELS) MILAN (12 HOTELS) AMSTERDAM (15 HOTELS) BRUSSELS (10 HOTELS) BERLIN (12 HOTELS) 10
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. 11
AGENDA: TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES 12
FINANCIAL COMPARISON NH Hotel Group is expected to deliver robust financial performance and generate meaningful contribution to MINT in the coming years. 2018F REVENUE 2018F EBITDA THB million THB million 75,000 15,000 50,000 10,000 25,000 5,000 0 0 2018F NET PROFIT % SHAREHOLDING SCENARIOS MINT’s NH Hotel Group’s NPAT Shareholding Level Contribution THB million to MINT 8,000 28% 51.0% 6,000 31% 4,000 55.0% 2,000 38% 68.4% 0 41% 73.5% * Source: Bloomberg’s consensus for both MINT and NH Hotel Group as of 4 June 2018 13
AGENDA: TRANSACTION OVERVIEW ACQUISITION RATIONALES FINANCIAL COMPARISON VALUE CREATION OPPORTUNITIES 14
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 order 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) 15
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