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Disclaimer This presentation does not constitute or form part of and should not be construed as an advertisement of securities, an offer or invitation to sell or issue or the solicitation of an offer to buy or acquire or subscribe for securities of


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Disclaimer

This presentation does not constitute or form part of and should not be construed as an advertisement of securities, an offer or invitation to sell or issue or the solicitation of an offer to buy or acquire or subscribe for securities of Emperia Group or any of its subsidiaries or any depositary receipts representing such securities in Any jurisdiction or an invitation or inducement to engage in investment activity in relation thereto. In particular, this presentation does not constitute an advertisement or an offer of securities in Poland. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with,any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is given by or on behalf of Emperia Group or any of its directors, officers, employees, shareholders, affiliates, advisers, representatives or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein or any other material discussed at the presentation. Neither Emperia Group nor any of its directors,

  • fficers, employees, shareholders, affiliates, advisors,representatives or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or any other

material discussed at the presentation or their contents or otherwise arising in connection with the presentation. This presentation includes statements that are, or may be deemed to be, “forward-looking statements”, with respect to the financial condition, results, operations and businesses of Emperia Group. These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as” anticipate”, “target”, “expect”, “estimate”, “intend”, “expected”, “plan”, “goal” believe”, or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond Emperia Group’s control. As a result, Emperia Group’s actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements. Emperia Group assumes no responsibility to update any of the forward looking statements contained in this presentation. This presentation is not for distribution in, nor does it constitute an offer of securities for sale, or the solicitation of an offer to subscribe for securities in Australia, Canada, Japan or in any jurisdiction where such distribution, offer or solicitation is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to, or viewed by any U.S. person as defined In Regulation S under the US Securities Act 1933 (the "Securities Act”). Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any other document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction. The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice. Some of the information is still in draft form and neither Emperia Group nor any other party is under any duty to update or inform recipients of this presentation of any changes to such information or opinions. In particular, it should be noted that some of the financial information relating to Emperia Group and its subsidiaries contained in this document has not been audited and in some cases is based on management information and estimates. Neither Emperia Group nor any of its agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the statements contained in this presentation.

2014-07-04 2

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2014-07-04 3

Emperia Group

Emperia is one of Poland’s largest and most dynamic retail groups (165th in the 500 Largest Companies in Poland ranking*), extending its reaching throughout the country. Established in 1990, Emperia operates in the retail FMCG segment. The group’s parent company, Emperia Holding S.A., is responsible for developing strategy and monitoring progress at all of the Emperia Group companies. Emperia Holding S.A. has been listed on the Warsaw Stock Exchange since 2002. Long-term value creation combined with a stellar record in corporate governance and business ethics are at the core of our relations with shareholders and investors.

* Rzeczpospolita’s 500 Largest Companies in Poland ranking, 16th edition.

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2014-07-04 4

Emperia Holding S.A. – management board

Dariusz Kalinowski – President

  • 11 years with Emperia Holding S.A.
  • Graduated from the University of Szczecin, Economics Department
  • MBA from the European University Centre for Management Studies in

Switzerland

  • President of the Management Board, Stokrotka Sp. z o.o.

Cezary Baran – Vice-President

  • 13 years with Emperia Holding S.A.
  • Graduated from the Maria Curie-Skłodowska University,

Economics Department

  • Investment adviser licence no. 241
  • Member of the Management Board, Finance Director,

Stokrotka Sp. z o.o.

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2014-07-04 5

Emperia Holding S.A. – supervisory board

Artur Kawa – Chairman

  • Co-founder of Emperia Holding S.A.
  • President of Emperia Holding’s management board from founding to

2013

  • Graduated from the Lublin University of Technology, Electrical

Engineering Faculty

  • MBA from the University of Minnesota

Jarosław Wawerski – Member

  • Co-founder of Emperia Holding S.A.
  • Graduated from the Lublin University of Technology, Electrical

Engineering Faculty

  • Vice-President of Emperia Holding’s management board

during 1995-2012

Artur Laskowski – Member

  • Co-founder of BOS S.A. (acquired by Emperia Holding S.A.), long-term

management board member of the Company

Andrzej Malec – Member

  • Graduated from the University of Bialystok Faculty of Law, obtained a

degree in philosophy and logic, at the Lomonosov Moscow State University

  • Completed studies at the Precision Engineering Technical Vocational

School in Białystok

Michał Kowalczewski – Independent Member

  • PhD in economic sciences; graduate of Warsaw School of Economics

(SGH) Finance and Statistics Department

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2014-07-04 6

Emperia Holding S.A. on the Warsaw Stock Exchange

Having been listed on the Warsaw Stock Exchange for 12 years, Emperia operates in a manner that is openly transparent for

  • ur shareholders.
  • two successful public share offers,
  • all shares are publically traded and carry the same rights,
  • numerous recognitions for corporate governance.

Number of registered shares: 15,115,161 Shares owned by Emperia: 1,606,768* Market capitalisation: approx. PLN 910 million**

Shareholding structure

(as per the Company's latest data)

* Data on 14th May 2014. ** Data on 21st May 2014.

Free float 56.06% Shares owned by Emperia are to be cancelled 10.63% Altus TFI 12.87% Ipopema TFI 9.48% AXA OFE 5.9% ING TFI 5.36%

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Emperia Group – business divisions

2014-07-04 7 Stokrotka

Supermarkets B2B communications ERP systems for retail

Elpro Development S.A. and other SPVs Infinite

Property management and development

Retail

Property IT

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2014-07-04 8

Emperia Group – history

Launch of wholesale food product

  • perations

First Stokrotka store, in Łęczna near Lublin Emperia Holding S.A. IPO on the WSE

1990 1996 2002

Consolidation with BOS Group

2006

Disposal of Tradis

2011

Dividend payment of PLN 56.41 per share Implementation of new solutions in the retail segment Announcement of intent to divide Emperia Holding S.A.

2014 2013 2012

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2014-07-04 9

Disposal of Tradis

  • proposal to acquire Tradis by Eurocash Group - September 2010
  • Emperia's average share price between January and August 2010 - PLN 82.44
  • transaction closing - December 2011
  • final sale price (cash) PLN 1,095.6 million
  • net assets of the subsidiaries sold PLN 327.0 million
  • dividend paid out following the transaction PLN 817.7 million
  • dividend per share PLN 56.41

We always take decisions in the interest of our shareholders

Sale price per share PLN 74.96

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2014-07-04 10

Tradis - experiences

  • nationwide leader in active distribution
  • one of the largest franchisor in the FMCG market
  • network comprising over 4,000 stores
  • organic growth and M&A
  • 2011 revenue from sales: PLN 5.3 billion

Cash&Carry Service Macro-regional centre

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Retail

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  • population over 38.5 million
  • nominal GDP $513.7 billion in 2013
  • the 6th largest economy in the EU
  • one of the fastest growing country within the EU
  • the value of the FMCG market reached PLN 211.6 billion in 2013
  • disposable income will continue its growth as a result of the

..disparity between Poland and the EU

Poland Macro Snapshot

2014-07-04 12

  • 5%

0% 5% 10% 15% 2004 2005 2006 2007 2008 2009 2010 2011 2012

Disposable income of households per capita, y-o-y

Poland Euro area (17 countries)

* Source: Eurostat, GUS.

94 96 98 100 102 104 106 108

Retail trade turnover

Poland EU28

month year ago = 100

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2014-07-04 13

Poland's retail market 2006-2016

Data from Retail in Poland, Roland Berger Strategy Consultants 2012.

The value of the FMCG market (PLN bn)

Potential for growth in the segment of supermarkets and discounts.

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2014-07-04 14

Stokrotka – market position

Chain 2012 revenue [PLN mn] Number of stores Average space [sqm] INTERMARCHE 3,770.0 202 1,000 POLOMARKET 3,750.0 417 450 STOKROTKA 1,896.8 240 555 PIOTR I PAWEŁ 1,560.1 100 1,100 ALMA 1,529.5

  • ver 40

no data DINO 1,201.9 245 400 EKO HOLDING 1,048.0 294 280 MARCPOL 700.0 63 700 SIMPLY MARKET (AUCHAN) 528.2 34 no data PHU TOPAZ 492.9 about 80 no data

  • Stokrotka is the 3rd largest

modern supermarket chain in Poland

  • Low concentration
  • Consolidation potential
  • Over a dozen smaller regional

retail chains with revenue of less than PLN 400 million and with several to several tens

  • f

stores

*Data from our own calculations based on "List of 700 Retail and Wholesale Chains in Poland" by Portal Spożywczy, press articles, company earnings releases. **Tesco, Carrefour – no comparable data. .

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Stokrotka – supermarket and market format

2014-07-04 15 stores opened up in sales catchment area with minimum population of 5,000 large differences in format depending on location: large cities vs. small towns in rural areas convenient locations encouraging both daily and larger shopping trips locations encouraging quick shopping wide assortment, with a particular focus on fresh produce: meats, vegetables and fruits basic assortment for daily and weekly shopping assortment between 5,500 and 10,000 SKUs assortment between 3,500 and 6,000 SKUs 40 locations planned for opening in 2014: 30 own, 10 franchise 30 locations planned for opening in 2014: 20 own, 10 franchise sales floor space 200 - 400 [sqm] sales floor space 400 - 800 [sqm] CAPEX per average own store: PLN 1 milion - PLN 1.7 million CAPEX per average own store: PLN 450,000 - PLN 650,000

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Stokrotka – operating structure

2014-07-04 16

Revenue (PLN mn) 1,752.3 9.0 71.5

  • Number of stores

216 1 23

  • Average sales

floor space [sqm] 607 550 220

  • Data on 25th April 2014.
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  • over 10 000 independent retailers as potential future partners
  • H1 2013 - work on a new franchise concept begins
  • april 2014 - the "Supermarket Franchise" offering is officially unveiled
  • Q4 2014 - expected launch of the "Market Franchise" offering

Key features of the concept:

  • a highly recognisable polish brand
  • strong operational and sales support
  • attractive product supply terms
  • financial support
  • comprehensive logistics
  • customisable offering

In exchange, we expect retailers to observe high operational and quality standards.

Stokrotka franchise

2014-07-04 17

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2014-07-04 18

Stokrotka supermarket and market sales structure by assortment category in the 1st Q 2013

* Data from our own calculations .

Strategic category:

  • meat products,
  • fruits and vegetables,
  • bakery products.

0% 5% 10% 15% 20% 25% 30% 35% 40% MARKET SUPERMARKET

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Substantial increase in the number of stores by combining formats

2014-07-04 19

format 2014 next years

  • wn

supermarkets + 30 + 30 franchise supermarkets + 10 + 30

  • wn markets

+20 + 50 franchise markets + 10 + 50 100 200 300 400 500 600 2013 2014 2015 2016 214 307 467 627

Growth plans 2014 - 2016

Total number of Stokrotka stores

Growth in the number of Stokrotka stores in successive years, presented by format:

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2014-07-04 20

In-house logistics network

In Q3 2013, Stokrotka launched its own logistics network comprising:

  • a distribution centre and nine regional

warehouses

  • total warehouse space: 36 800 sqm
  • number of delivery trucks: 54
  • deliveries to stores six times per week
  • 79.35% of products delivered to stores using in-

house logistics

  • 20.65% delivered by local suppliers

9.13% 7.22% 6.48%

0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 50 100 150 200 250 300 350

3Q 2013 4Q 2013 1Q 2014

Logistics costs ratio* Value of products delivered

46.76% 68.01% 79.35%

40% 50% 60% 70% 80% 90%

3Q 2013 4Q 2013 1Q 2014 Share of in-house logistics in total deliveries

* Logistics costs presented as part of the product price, as a ratio of logistics costs vs. value of products delivered using our in-house logistics, inclusive of

  • verhead logistics costs .
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2014-07-04 21

Growth drivers

Store chain expansion Growth in sales per floor metre Improved logistics performance Margin expansion

  • organic

 market  franchise  new supermarkets

  • M&A
  • assortment

management

  • ptimisation
  • price perception

improvement

  • intuitive store

navigation

  • store brand

assortment expansion

  • further focus on

regional products

  • ramped-up marketing

activities

  • higher effectiveness of

warehouse processes

  • reduction in transport

costs through a denser store chain

  • implementation of

new inventory management solutions

  • improvement in

product supply terms

  • increase of the share
  • f store brands
  • assortment selection
  • ptimisation
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22

  • According

to Poland's Central Statistical Office (GUS), retail sales grew by 1.8% in Q1 2014 compared with the previous year.

  • According to Nielsen, first-quarter

sales in the Supermarkets segment grew by 1.1% from the year before, while the Hipermarkets segment saw a 4.9% y/y decline.

Poland's retail market 2012-2014

Change in quartely sales value y/y

* Retail sales (food, beverages and tobacco products) year to year, GUS data ** Nielsen data - overall sales (Hipermarkets: Real, Auchan, Tesco>2500sqm, Carrefour>2500sqm, E. Leclerc>2500sqm, Supermarkets: Carrefour<2500sqm, Carrefour Market, Simply Market, E.Leclerc <2500sqm, Intermarche, Netto, Polomarket, Stokrotka, Tesco <2500sqm)

2014-07-04

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23

Stokrotka sales results ahead of the supermarket segment

  • According to Nielsen, 2013 same-store sales in the

Supermarket segment (excluding Stokrotka), declined by 4.5%. Q1 2014 data not yet available.

  • LFL sales at Stokrotka supermarkets increased by 0.9%

in 2013.

  • First-quarter LFL sales at Stokrotka supermarkets were

down 5.2% (Easter effect moved in time), while sales in the I-II comparative period went up 0.3%.

  • According to GUS, Q1 2014 inflation was 0.6%.

LFL sales - Stokrotka vs. supermarkets

Change in sales y/y

* Nielsen data – same store sample - 895 Supermarkets (Carrefour<2500sqm, Carrefour Market, Simply Market, E.Leclerc <2500sqm, Intermarche, Polomarket, Tesco <2500sqm) ** LFL data (own calculations, adjusted by closed stores)

2014-07-04

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Retail - financial results

2014-05-15 24 Revenue EBITDA Net profit Capital expenditures

  • Negative effect on sales and earnings of

Easter being ’moved’ to Q2 2014

  • Increase in gross sales margin: 3.8pp
  • Logistics costs for the period: PLN 19.6m, i.e.

4.2% of revenue from sales.

  • One-off expense related to termination of a

lease agreement: PLN 1m

  • Estimated transaction costs regarding the

merger of retail companies: PLN 1m

  • 2.7%

468.3 481.4 4.5 12.3 +174%

Q1 2013 Q1 2014 PLNm

Gross margin +3.8 28.2% 24.4%

  • 69%
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Property business

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2014-07-04 26

Property

The property segment manages Emperia Group's property assets. The segment invests exclusively in facilities intended for retail operations (not just within the Group). The segment manages Emperia's properties, procures new locations and executes property development projects through several SPVs. The segment focuses on facilities such as mini shopping galleries and retail parks.

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Property development

2014-05-15 27

Number of facilities

Average monthly NOI in Q1 2014 NOI - operating facilities

82 3.5

including retail sites

77 3.4

NOI* (in PLNm)

Related lessees Other lessees

Lease space (sqm 000's)

56.4 35.7

Average lease rate [PLN per sqm]

43.4 39.7

Retail sites

* NOI (net operating income) for a property is defined as the difference between its operating revenue and operating costs, less depreciation

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Property development - financial results

2014-05-15 28

Revenue EBITDA Net profit Capital expenditures

12.4 10.0

  • 19.5%

8.1 5.7

  • 29.2%

1.4 0.6

  • 56.6%

Q1 2013 Q1 2014 PLNm

  • Result on property disposals in Q1 2013:

PLN 3.1m

  • Effective tax rate in Q1 2013: 0%; Q1 2014:

13.8%

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IT Business

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2014-07-04 30

IT Sector

Infinite Sp. z o.o. specializes in supporting strategic areas of business activity by means of the cutting-edge IT solutions, which enable achieving the competitive edge. The company’s core activity relies on B2B integration with the aim to optimize transactions by automating trading relationships between business partners, regardless of their size and technical resources. The vast array of Infinite products and services is employed in over 5,000 companies in Europe as well as Africa, including both small and medium enterprises as well as large international companies. The company’s dynamic development stems from the consistent completion of the strategy undertaken and strong customer focus.

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2014-07-04 31

IT Sector

Flagship systems and services by Infinite

EDInet Communicator enables secure communication with the business partners (from order till e-invoice) regardless of the ERP system, message format or communication channel used in a company. EDInet platform significantly enhances the processes within the supply chain. Mobile SFA system is the application for the sales support, which boosts the effectiveness of sales representatives’ visits. Infinite SFA contributes the rise

  • f company’s productivity and market competitiveness

by means of the sales optimization. ERP (Enterprise Resource Planning) system offered by Infinite streamlines the management of key processes, which take place in both small and large enterprises of the retail and FMCG sectors. Infinite BI is the Business Intelligence software which transforms raw data into business information. The system allows for drill-down analysis, reports automation, geomarketing and interactive dashboard.

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IT operations - financial results

2014-05-15 32

Revenue EBITDA Net profit

  • Share of external revenue in Q1 2014:

69.4%; in Q1 2013: 71.5%

  • Revenue structure: Q1 2014: 78.2%

services, 21.8% products; Q1 2013: 88.0% services, 12.0% products

2.6 2.4

  • 4.3%

1.8 1.8

  • 1.4%

Q1 2013 Q1 2014 PLNm

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Emperia Group financial results

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SLIDE 34

Emperia Group - Q1 2014 results

2014-05-15 34 Revenue EBITDA Net profit Capital expenditures

Q1 2013 Q1 2014

13.7 3.2

  • 76.4%

25.4 17.2

  • 32.2%

493.0 479.4

  • 2.8%

6.8 13.9 104%

  • Decrease in revenue from sales - Easter

'moved' to the second quarter

  • One-off

expense connected with termination of a Delima store lease: PLN 1m

  • Q1 2014 logistics costs: PLN 19.6m
  • Result on property disposals in Q1 2013:

PLN 3.1m

  • Lower result on financing activities (Q1

2014: PLN 0.4m vs. Q1 2013: PLN 1.7m)

  • Costs connected with the merger of

retail companies incurred in Q1 2014: PLN 1m

PLNm

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Emperia Group - balance sheet

2014-05-15 35

PLNm Q1 2013 2013 Q1 2014

Goodwill 49.2 52.0 52.0 Property, plant and equipment 494.7 497.9 495.3 Net working capital

  • 75.0
  • 76.5
  • 47.8

Other

  • 14.6
  • 17.6
  • 20.2

Invested assets 454.3 455.8 479.3

Borrowings 0.0 4.3 4.2 Cash and cash equivalents 247.3 195.2 158.5

Net debt

  • 247.3
  • 190.9
  • 154.3

Equity 701.6 646.7 633.6

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2014-07-04 36

Emperia CAGR 19.9%

WIG CAGR 13.5%

Share price vs market

Bearish market Dividend payment Period from 2002-01-01 to 22-04-2014 Price in PLN YEAR 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 DIVIDEND PER SHARE PLN 0.27 PLN 0.32 PLN 2.76 PLN 1.74 PLN 0.88 PLN 0.59 PLN 0.92 PLN 2.63 PLN 56.41 PLN 0.93 DPR 15.08% 14.55% 89.32% 53.21% 13.39% 15.01% 20.04% 40.34% 119.66% 65.03% WIG value

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37

PLN mn, unless otherwise stated

Key financial highlights – consensus estimates

2014-07-04

Consensus 2014E 2015E 2016E

Revenue

2,161 2,299 2,435

EBITDA

78.8 105.4 111.4

EBITDA margin

3.6% 4.6% 4.6%

Net income

39.0 43.0 50.8

Net margin

1.8% 1.9% 2.1% Target price = PLN 72.3

Source: Bloomberg; data on 18th April 2014.

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38

Constant buyback

2014-07-04

2010 2011 2012 2013 2014* Total

Number of shares 141,448 381,048 97,519 645,104 341,649 1,606,768 Average cost per share (PLN) 100.85 103.57 115.32 64.48 64.65 80.07 Money spent (PLN mn) 14.26 39.46 11.25 41.60 22.09 128.66 Share in capital 0.94% 2.52% 0.65% 4.27% 2.26% 10.63%

* Data on 14th May 2014.

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2014-07-04 39

Emperia Group – valuation (key figures)

Retail Business Property Business IT Business Revenue 2013: PLN 1,923.4 mn Revenue 2013: PLN 65.1 mn Revenue 2013: PLN 31.1 mn Number of stores: 239 Number of properties: 85 EBITDA 2013: PLN 11.2 mn Total sales area: 137 K sqm Rent area: 115.6 K sqm Target EBITDA margin: 3.5%-4.5% Monthly NOI 2013: PLN 3.4 mn Net Cash as at 30 Mar 2014: PLN 154.2 mn The latests no. of shares on the market (excluding own shares): 13,508,393

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2014-07-04 40

Emperia Group – planned division

Emperia Group

Stokrotka Sp. z o.o. Elpro and other entities P1 Infinite Sp. z o.o.

DIVISION

Stokrotka Sp. z o.o. Infinite Sp. z o.o.

Emperia Group

Elpro and other property companies

Elpro Development S.A.

RETAIL PROPERTY INTO TWO LISTED COMPANIES

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2014-07-04 41

Emperia Group – planned division

Objectives:

  • carve-out of homogeneous business lines,
  • easier valuation against comparable entities in the market,
  • smoother management of investments by shareholders,
  • higher consolidation capacity for both entities,
  • higher growth capacity for the property part.

Planned completion of the division process - 2014 year-end.

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Thank you for your attention

Emperia Holding S.A. 20-209 Lublin, ul. Projektowa 1

  • tel. +48 81 745-17-78

fax +48 81 746-32-89 e-mail: emperia@emperia.pl www.emperia.pl