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Grupo Villar Mir
Overview of the Group
January 2015
Espacio Activos Financieros
Grupo Villar Mir Overview of the Group January 2015 Espacio - - PowerPoint PPT Presentation
Grupo Villar Mir Overview of the Group January 2015 Espacio Activos Financieros 1 Disclaimer This presentation has been prepared by Grupo Villar Mir, S.A. (GVM or the Company). By attending the meeting where this presentation is
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January 2015
Espacio Activos Financieros
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This presentation has been prepared by Grupo Villar Mir, S.A. (“GVM” or the “Company”). By attending the meeting where this presentation is made, or by accepting delivery of or reading this presentation, you agree to be bound by the following limitations. This document does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for, or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. The information contained in this presentation has not been independently verified. No representation, warranty or undertaking (express or implied) is or will be made or given as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and no reliance should be placed on any information contained herein. Accordingly, none of the Company, or any of the Company’s subsidiaries, or its
connection therewith. In particular, the information included in this presentation regarding certain of the Company’s subsidiaries, including Inmobiliaria Colonial, S.A. (“Colonial”), Abertis Infraestructuras, S.A. (“Abertis”) and OHL, S.A. (“OHL”) (the “Subsidiary Information”) is extracted from documents which are all publicly available. The Company has not made any investigation or enquiry with respect to such documents or the Subsidiary Information. The Company does not accept responsibility for any such Subsidiary Information. The inclusion of the Subsidiary Information in this document shall not create any implication that there has been no change relating to such information since the date of its preparation or that the information contained is current as at any time subsequent to its date. The Company have been involved in the preparation of the Subsidiary Information and, for the foregoing reasons, the Company is not in a position to verify any such information or pass judgement on its completeness. The Company makes any representations or warranties as to the accuracy, completeness
Furthermore, neither Colonial, Abertis nor OHL has participated in the preparation of this document. Consequently, there can be no assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the Subsidiary Information) have been publicly disclosed. This presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company, its subsidiaries and/or the industry in which they operate. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this presentation, including assumptions, opinions and views of the Company, or cited from third party sources are solely opinions and forecasts which are uncertain and subject to risks, including that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. Such forward looking- statements speak only as of the date on which they are made. None of the Company or any of the Company’s subsidiaries, or its or their affiliates or any such person’s officers, directors or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this presentation or the actual
estimates, or to reflect circumstances that arise after the date of this document or for any reason whatsoever. None of the Company, the Company’s subsidiaries, or its or their affiliates or any such person’s officers, directors or employees or any other person makes any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Any statements (including targets, projections or expectations of financial performance) regarding the financial position of the Company, the Company’s subsidiaries or the group or their results are not and do not constitute a profit forecast for any period, nor should any statements be interpreted to give any indication of the future results or financial position of the Company, the Company’s subsidiaries or the group. This presentation is confidential and is presented to you for information purposes only and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation does not comprise an admission document, listing particulars or a prospectus relating to the Company or any of the Company’s subsidiary or associated companies. No information contained in this presentation constitutes, or shall be deemed to constitute, an invitation to invest or otherwise deal in any securities of the Company or any of the Company’s subsidiaries, nor should it be relied upon in connection with any contract or commitment whatsoever. Neither this presentation nor any copy of it may be taken or transmitted into the United States, its territories or possessions, or distributed, directly or indirectly, in the United States, its territories or possessions. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. This presentation is not an offer of securities for sale in the United States. This presentation is made to and directed only at (i) persons outside the United Kingdom, (ii) qualified investors or investment professionals falling within Article 19(5) and Article 49(2)(a)to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth individuals, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (as amended) (the “Prospectus Directive”) (“qualified investors”) (such persons collectively being referred to as “Relevant Persons”). Any person who attends the meeting where this presentation is made, or who accepts delivery of or reads this presentation will be deemed to have represented and agreed that it is a Relevant Person. This presentation is being provided to you solely for your information and may not be re-transmitted, further distributed to any other person or published, in whole or in part, by any medium or in any form for any purpose. If distributed at a physical investor presentation, it should be promptly returned at the end of such presentation. It must not be reproduced, distributed, or transmitted, nor may its contents be disclosed in any way by the recipient, in whole or in part, to any other person without the written consent of the Company. Failure to comply may result in a violation of applicable laws. .
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with consolidated annual revenues of more than €6bn (2013)
subsidiaries:(1) – Construction and concessions: Grupo OHL – Electrometallurgy: Grupo FerroAtlantica – Fertilizers and basic chemistry: Fertiberia and Fertial – Energy: VM Energía – Real estate: Inmobiliaria Colonial, Torre Espacio Castellana, Canalejas Madrid Centro and Priesa (2)
approximately 30,000 people
Source: GVM (1) Other subsidiaries are Espacio Activos Financieros, Pacadar, Codisoil and Mothercare; (2) Promociones y Propiedades Inmobiliarias Espacio SLU
GVM is one of the largest, most solid and diversified privately-owned Spanish industrial Groups
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99,8% 100% 100%
OHL Concesiones
100%
OHL Industrial
100%
FERTIBERIA GRUPO FERROATLÁNTICA
OHL
Espacio Activos Financieros Ferroatlántica Ferroven FerroPEM
Hidro Nitro
Silicon Smelters
PACADAR MOTHERCARE IBÉRICA CODISOIL
Energas
100% 100% 99.8% 80% 58.4% 100% 100% 100% 95.5%
VM Energía
100% 100%
FERTIAL
66%
Adubos de Portugal
100%
Promociones y Propiedades Inmobiliarias Espacio,
Centro Canalejas Madrid
Developement subsidiaries
100% 75%
OHL Construcción
100%
OHL Servicios
100%
ELECTROMETALLURGY DIVISION FERTILIZERS AND BASIC CHEMISTRY DIVISION CONCESSIONS AND CONSTRUCTION FINANCIAL ASSETS DIVISION OTHER ENERGY DIVISION REAL ESTATE DIVISION Enérgya VM
100% 63.4%
OHL Mexico
100%
Mangshi Sinice Silicon Abertis
13.9%
Torre Espacio Castellana
100% 25%
OHL Desarrollos
100%
Inmobiliaria Colonial
24.4%
Abertis
5%
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Construction 43% Concessions 8% Services 6% Electrometallurgy 18% Energy 7% Fertilizers 17% Real Estate 1%
Source: GVM (*) Breakdown by activity as of 30/09/2014. Geographical breakdown as of 31/12/2013
SALES BREAKDOWN BY ACTIVITY / GEOGRAPHY (*) €4,529.6M (9M2014) €953.7M (9M2014) EBITDA BREAKDOWN BY ACTIVITY / GEOGRAPHY(*)
GVM’s Global presence through its subsidiaries
Spain 36% Rest of the World 64% Spain 13% Rest of the World 87% Construction 16% Concessions 64% Services 0% Electrometallurgy 10% Energy 2% Fertilizers 7% Real Estate 1%
GVM develops a diversified set of activities in a large number of geographies
from 1995 until 2013
consolidated turnover annual compound growth rate
consolidated EBITDA annual compound growth rate
conditions
adapt its structure to face not only changing but also difficult market conditions – Turnover and EBITDA were at the end of 2013 above 2007 pre-crisis levels – EBITDA margins have improved: 23% EBITDA margin in 2013 vs. c.15% before 2008
Source: GVM Note: 1995 was the first year in which GVM reached €500m consolidated turnover;
1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13
TURNOVER (EUR) M
CAGR +15%
250 500 750 1,000 1,250 1,500 1,750 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13
EBITDA (EUR M)
CAGR +19%
CONSOLIDATED TURNOVER (€ M) CONSOLIDATED EBITDA (€ M)
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CAGR 95’–13’: +19% CAGR 95’–13’: +15%
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13.9% 5.0% 15.0% 18.9% 5.0% Dec 2012 Dec 2013 June 2014 Oct 2014 18.9%
(“COL”) to become its main shareholder investing a total amount of €365M. (Average acquisition price per share of €0.47 Vs. current share price of €0.57)
a total consideration of €56.6M
GVM subscribed its share with an additional investment of €308M
stake up to 29.9% in the long term
As of Dec 2012, OHL held a 5% stake in Abertis As of Dec 2013, OHL held a 15.0% stake in Abertis (1) As of June 2014, OHL held a 18.9% stake in Abertis As of December 31th 2014, Abertis stake was valued at €2,760M (vs. BV of €1,811M) (3)
INMOBILIARIA COLONIAL MAIN 2014 HIGHLIGHTS EVOLUTION OF THE GROUP’S STAKE IN ABERTIS
As of Oct 2014, IESA (2) acquired a 5% stake from OHL for €705M (€15.69 / share), financed through an equity swap, to increase the Group’s direct exposure IESA stake in Abertis OHL stake in Abertis
(1) This increase was a consequence of an asset swap agreed with Abertis. (2) IESA: Inmobiliaria Espacio SA (3) Refers to the Book Value at OHL level as of 30/9/2014 prior to the 5% transfer to IESA
€19,795M (+9.5% compared with the €18,076M at the end of 2013) derived mainly from the €1,319M increase of OHL Total Assets.
the end of 2013 to €8,843M at the end of 3Q 2014 (+21%), although there are important differences among Divisions.
been the following:
the beginning
2014, mainly because
(i) the seasonal performance of the company during the year, (ii) the investments made and (iii) the impairment of working capital on account of the delay in the collection of a number of international projects.
increase is explained by the net cash position reduction in Fertial caused by (i) the dividends distribution that took place in January 2014 and (ii) the €59M “one-off” payments derived from the agreement reached with Sonatrach.
mainly because of the working capital growth derived from the good evolution of the energy supply business.
by €113M to €496M, mainly because of the partial amortization that was made in May to refinance the facility of Torre Espacio.
to €226M since the beginning of 2014 due to EBITDA generation, CAPEX reduction and strict working capital control.
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to sell a stake of the Fertilizers Division to an industrial investor
business
− The ABE transaction reduced the recourse debt at OHL level − The ABE transaction has generated an important capital gain for OHL
equity Swap , since that moment IESA has been restructuring the transaction to minimize both, the market and the financial risks associated to it
derivatives structure covers around 30% of the transaction
Equity swap with a conservative LTV
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Abertis from OHL for €705M (44.9M shares at €15.694 per share)
finance through an equity swap
capital markets and/or derivative structures
18.9%
POST TRANSACTION PRE TRANSACTION
CONSIDERATIONS FOR IESA/GVM
IESA exposure to ABE 11.53%
100% 61% 13.9%
IESA exposure to ABE 13.48%
100% 61% 5%
Current stake in OHL is 58.42%
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Phone Towers
Hispasat
WHO IS ABERTIS?
€14.8B market cap at 31/12/2014, present in 10 countries
2009: leverage reduced to 4.3x Ebitda; rating BBB/BBB+ at S&P/Fitch
adapt the company
€5bn Revenues* €3bn Ebitda*
22.4% 18.9% 15.6%
Free float
43.1%
MAIN FINANCIALS 9M RESULTS BY SEGMENT
Source: information derived from public sources * Data as of June 30th, 2014
GROUP STRUCTURE
EUR M 2011 2012 2013 % var. 12-13 9M 2013 9M 2014 % var Revenues 3,915 3,721 4,654 25.1% 3,445 3,676 6.7% EBITDA 2,454 2,366 2,923 23.6% 2,174 2,415 11.1% EBITDA margin 63% 64% 63%
63% 66% 4.1% EBIT 1,517 1,447 1,721 18.9% 1,354 1,479 9.3% EBIT margin 39% 39% 37%
39% 40% 2.4% Net profit 720 1,024 617
536 560 4.6% Operating CF 1,533 1,285 1,618 25.9% 1,179 1,204 2.1% Net debt 13,882 14,130 13,155
12,957 13,455 3.8% Net debt /EBITDA 5.7x 6.0x 4.5x
4.8x 4.3x
% of total vs 9M13 € Mn % vs 9M13 1034 32% 3.4% 865 40% 5.8% 1219 38% 3.8% 802 37% 7.4% 633 20%
322 15% 0.9% 149 5%
116 5%
185 6% 16.9% 79 4% 28.7% 3220 100% 2.0% 2184 100% 5.6% 316 70% 10.2% 132 53% 5.1% 138 30% n.a 119 47% n.a 455 100% 58.3% 251 100% 99.7% 3675 2435 Total Spain France Brazil Chile Other Revenues EBITDA € Mn Toll Roads Business Terrestrial Satellites Total Total Telecom Business
(1) Both including OHL and IESA stake
(1)
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WHO IS INMOBILIARIA COLONIAL? KEY VALUATION METRICS (€M) 9M14 RESULTS BY SEGMENT (€M)
(1) Mainly due to the single extraordinary positive impact of €704M for the “deconsolidation” of Asentia
CURRENT SHAREHOLDER STRUCTURE
Euro zone prime office rental sector:
(through SFL (Société Foncière Lyonnais)
completed in May 2014. Most recent steps include:
€1,260M capital increase and the signature of a new syndicated loan of €1,000M and 5 years maturity
Colonial’s land and real estate development business Asentia (positive impact of €704M)
€23.88/share (€304M)
SPAIN ASSETS (excl. Torre Marenostrum)
24.4% 13.1% 7.0% 6.8%
Free float
48.7%
Qatar Investment Authority Grupo Santo Domingo
JOINT VENTURE Torre Marenostrum
100% 55% 53,1%
Washington Plaza PARHOLDING
66% 50% Valuation by area Valuation by uses (1) GAV 30/06/2014 excl. stake in SIIC de Paris, disposed of in July 2014 (2) GAV Holding: Value of assets directly-held + NAV of the 55% stake in the JV with Torre Marenostrum + NAV of the 53.1% stake in SFL (3) Net Debt Holding excluding committed cash (4) EPRA (European Public Real Estate Association) NAV according to the calculation recommended by EPRA
Offices 93% Retail 6% Others 1% Prime CBD 73% CBD 4% BD 16% Others 7%
Source: information derived from public sources
GAV Group (30/06/14) (1) 5,287 GAV Holding (30/06/14) (2) 2,423 Holding Net Debt
(3)
963 LTV Holding 39.8% EPRA NAV (30/06/2014)
(4) ‐ €m
1,430 EPRA NAV (30/06/14)
(4) ‐ €/share
0.45 Market Cap (09/01/15) ‐ €m 1,811 Share price (09/01/15) ‐ €/share 0.57 Analyst target price ‐ €/share 0.57 Prem./Disc. NAV 27% 9M2014 9M2013 Var.
Rental revenues 158 160 (1%) 3% EBITDA rents 143 143 0% 5% EBITDA / rental revenues 91% 89% 1.1 pp ‐ EBITDA recurring business 120 120 0% 6% Recurring EPRA net profit 12.9 1.7 ‐ ‐ Net result attr. to the Group 563
(1)
(369) ‐ ‐
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€ M
9M 14 9M 13 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13
TURNOVER
796.2 782.1 417.0 456.3 755.9 841.6 48.2 32.2 0.3
2,593.7 4,529.6 4,644.9
EBITDA
95.8 88.9 16.4 42.2 69.6 151.0 10.0 2.7 (11.8) (7.7) 777.1 718.3 953.7 992.8
EBIT
59.1 49.3 12.8 38.5 36.9 114.2 4.4 (1.8) (11.8) (7.7) 660.4 590.9 758.6 778.4
EBT
48.2 21.6 20.3 35.1 17.6 96.2 46.8 (32.1) 152.9 67.2 404.9 367.4 510.3 445.7
NET INCOME
31.3 13.8 14.2 24.5 6.4 55.0 48.1 (22.7) 130.2 66.3 87.5 148.3 147.3 176.2
CASH FLOW
68.5 50.7 17.8 28.2 49.7 127.6 53.4 (18.6) 130.2 66.3 311.8 352.6 460.7 500.0
31.3 13.8 14.2 24.5 6.4 55.0 48.1 (22.7) 130.2 66.3 53.1 90.6 112.9 118.4
Concessions and Construction GRUPO VILLAR MIR
Consolidated
GVM Holdco + EAF (1)
Electrometallurgy
Division Fertilizers Division Energy Division Real Estate Division
(1) EAF: Espacio Activos Financieros Source: GVM. Non audited data
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Sep, 14 vs Dec'13 Sep, 14 vs Dec'13 Sep, 14 vs Dec'13 Sep, 14 vs Dec'13 Sep, 14 vs Dec'13 Sep, 14 vs Dec'13 Sep, 14 vs Dec'13
€ M Non Financial Fixed Assets 411 (11) 71 3 440 (11) 844 +49 49 +31 8,858 +922 10,884 +987 Investment In Group Co.
+412 2,117 +550 2,158 +178 2,504 +586 Other Financial Fixed Assets 86 42 19 5 14 (24) 3 +1 539 +132 201 +12 584 +105
Fixed Assets 497
+31
90
+8
454
(35)
1,222
+462
2,706
+712
11,216
+1,113
13,972
+1,679
Inventories
349
+11
6
+2
249
+34
403
(19)
+61
1,243
+89
Debtors
293
+8
257
+29
313
(2)
159
+9
78
(130)
2,665
+324
3,526
+348
Cash and Cash Equivalents
48
+10
30
(7)
85
(196)
17
+10
7
(11)
884
(179)
1,053
(397)
Current Assets 690
+28
293
+24
647
(164)
579
(0)
84
(141)
3,782
+206
5,822
+40
TOTAL ASSETS 1,187
+60
383
+31
1,101
(199)
1,801
+461
2,790
+571
14,999
+1,319
19,795
+1,719
Shareholders Equity
507
+7
107
+11
386
(13)
879
+597
1,252
+94
2,356
+98
2,717
+222
Minority Interest
20
+5
(0)
(0)
84
(20)
7
(0)
+159
2,221
+191
Total Equity 527
+12
107
+11
470
(33)
886
+597
1,252
+94
3,539
+257
4,938
+413
159
(4)
91
(7)
188
+84
55
+16
716
+238
1,124
(153)
2,550
+389
Non Recourse Bank facilities
+211
78
+55
4,683
+217
4,761
+272
Other Liabilities
66
(0)
27
+7
63
(19)
340
+18
261
+37
1,838
+271
2,131
+216
Long Term Liabilities 225
(5)
118
(0)
251
+65
607
+244
1,055
+330
7,645
+335
9,443
+877
Recourse Bank facilities
115
(42)
24
+12
143
(38)
163
(8)
415
+154
981
+655
1,945
+408
Non Recourse Bank facilities
(320)
+53
640
+53
Trade Payables
138
+63
79
(13)
188
+22
13
+1
3
(36)
1,492
+5
1,930
+37
Other Liabilities
182
+31
55
+23
49
(214)
48
(52)
65
+29
702
+14
899
(69)
Short Term Liabilities 436
+52
159
+21
380
(231)
308
(379)
483
+147
3,815
+728
5,414
+429
TOTAL EQUITY AND LIABILITIES 1,187
+60
383
+31
1,101
(199)
1,801
+461
2,790
+571
14,999
+1,319
19,795
+1,719
NET FINANCIAL DEBT 226
(56)
85
+12
245
+241
496
(113)
1,202
+458
6,545
+951
8,843
+1,520
GRUPO VILLAR MIR
Consolidated
Electrometallurgy
Division Energy Division Real Estate Division Concessions and Construction GVM Holdco + EAF Fertilizers Division
Source: GVM. Audited data for year end figures. Non audited figures for 9M 2014
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revenues (at the individual level), while showing a negative EBITDA due to its operating costs
than offset the interest of the financial debt
(1)Fertial's dividend net of “Écremage“ (2)The scrip dividends have been accounted as Other Income (3)2014 data correspond to management accounts not to audited data
GVM + EAF - Income Detail (EUR M) 2012 2013 2014 AVG 12-14
Dividends G.Ferroatlántica 98.4 30.0 179.5 102.6 Dividends VM Energía
5.0 6.7 Dividends Fertiberia + Fertial (1) 97.5 82.7 49.7 76.6 Dividends Abertis
0.0 Dividends OHL 31.9 38.8 41.1 37.3 GVM 25.6 30.9 36.8 31.1 EAF 6.3 8.0 4.3 6.2 Total Dividends 227.8 166.5 275.4 223.2 Other income 4.6 5.1 3.9 4.5 Total audited Income (3) 232.4 171.6 279.3 227.7 GVM 226.0 163.7 275.0 221.6 EAF 6.3 8.0 4.3 6.2 Dividends from Banco Santander (EAF) (2)
13.4 5.6 Total income 232.4 174.9 292.7 233.3
GVM + EAF (€ M) 2012 2013 2014
TURNOVER 2 3 1 EBITDA (7) (10) (41) EBIT (7) (10) (41) FINANCIAL INCOME 239 117 237 EBT 145 93 196 NET INCOME 171 96 201 TOTAL ASSETS 1.949 2.219 2.661
1.074 1.158 1.348 NET DEBT 585 744 1.042
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Sep 30th 2014 NetDebt / €M €M
EBITDA (LTM) GVM HoldCo. 1,036 468 +82.6% n/a Financial Assets Division (EAF) 174 (9) (4.6%) n/a Net debt at HoldCo. Level 1,203 459 +61.8% n/a Electrometallurgy Division 226 (56) (19.9%) 2.0x Enegy Division 85 12 +16.4% 4.4x Fertilizers Division 245 241 +6025.0% 3.7x Real State Division 496 (113) (18.6%) n/a Other + Consolidation Adj. 43 26 +152.9% n/a Net Debt Ex OHL 2,298 569 +32.9% OHL Group 6,545 951 +17.0% 5.1x Grupo Villar Mir (Consolidated) 8,843 1,520 +20.8% Sep 14 Vs. Dec13
(1) Difference due to valuation of the option and the implicit interest of the Exchangeable Bond. (1)
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€ 1,202.9 M € 1,041.7 M € (161.2) M € 365.6 M € 91.0 M € 1.9 M
€ 744.4 M
NET DEBT 31.DEC.13 INVESTMENT IN COL TEC CAPITAL INCREASE OTHER NET IN/OUTFLOWS NET DEBT 30.SEP.14 DEBT REDUC. 4Q14 NET DEBT 31.DEC.14
Source: GVM, non audited data.
Net Debt Increase + €297.3M
Footnote: Although the total size of the capital increase in Torre Espacio has been €131.6M, the net cash outflow has only been €91.0M, as the additional €40.6M have been provided through the capitalization of the existing intercompany loans between GVM and TEC.
Almost all the net debt increase has been driven by:
The 4Q 2014 net debt reduction has been mainly achieved with the funds obtained from:
Miami real estate assets
shares
subsidiaries, Fertial and Ferroatlántica
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Type of Facility 2015 2016 2017 2018+Other Total Margin Loans 203.4 46.0 85.0 330.1 664.5 Equity Swaps 51.1 37.8
Bonds (II)
150.0 Other Facilities 120.3 58.7 4.8
Total 374.9 142.6 89.9 480.1 1,087.4 Treasury (30.1) Undrawn facilities (14.2) Interests Due/Other (1.4) Net Debt 1,041.7
Amortization profile by type of facility (€M)
(1) €211M expected to be refinanced in the first 6 months of 2015, mainly trough capital markets financings and the new facilities under negotiation Source: GVM + EAF
(1)
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Current price (Jan 26th) Change since Dec 31st
OHL Share Price as of 31/12/14 (€): 18.55 21.755 +17.3% COL Share Price as of 31/12/14 (€): 0.547 0.621 +13.5% Type of Facility Net Facility Size (€ 000') Shares Pledged
(000' shares)
Market Value (€ 000') Current VTL Margin Call VTL Margin Call Price (€) Mcall Price /Current Price Margin Loans 329,052 29,101 539,819 1.64 1.55 17.49 (5.71%) Equity Swaps 76,537 5,897 109,394 1.43 1.30 16.90 (8.92%) Subtotal 405,589 34,998 649,213 1.60 1.50 17.39 (6.25%) Prepaid PUT 35,470 1,912 35,470 1.00
150,000 10,467 194,166 1.29
591,059 47,377 878,849 1.49 Type of Facility Net Facility Size (€ 000') OHL Shares Pledged
(000' shares)
OHL Shares Market Value (€ 000') COL Shares Pledged
(000' shares)
COL Shares Market Value (€ 000') Margin Call Price (€) Mcall Price /Current Price COL Facility 300,000 10,000 185,500 764,065 417,943 11.61 (37.44%) Current VTL 2.0 Margin Call VTL 1.8
000' Shares
Total OHL shares Pledged 57,377 Free OHL Shares 892 Total COL shares Pledged 764,065 Free COL Shares 6,744 GVM Direct Stake in OHL 53,405 53.54% GVM Stake in OHL (E. Swaps) 4,865 4.88% GVM Total Stake in OHL 58,270 58.42%
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(€ M) Listed # shares Mkt price Dec 31st Mkt Cap GVM stake Value OHL 99.7 18.550 1,850 58.4% 1,081 COLONIAL 3,165.9 0.547 1,732 24.4% 423 TOTAL LISTED COMPANIES (1) 1,504 Industrial Companies EBITDA 2014e EBITDA (avg 2010‐2014e) Multiple (on avg EBITDA) Net Financial Debt (Nov 30th) Value Electrometallurgy Division 132 150 303 Energy Division 30 40 69 Fertilizers Division 102 150 (1) 233 Other industrial + Consolidation ‐9 ‐7 18 TOTAL INDUSTRIAL COMPANIES (2) 255 334 [5.0x ‐ 8.0x] 623 [1,047 ‐ 2,048] Real Estate GAV NAV Adj. (WC) Other adjustments Net Financial Debt (Nov 30th) NAV (Value = Equity) Torre Espacio 426 7 206 228 Canalejas Project 237 ‐114 35 88 PRIESA (Development Business) 442 ‐92 243 107 TOTAL REAL ESTATE (3) 484 423 Value to Loan (VTL) @ Dec 31st, 2014 Sensitivity to EBITDA multiple 5.0x 6.0x 7.0x 8.0x TOTAL VALUE (1)+(2)+(3) 2,973 3,307 3,641 3,975 TOTAL GVM+EAF DEBT (Dec 31st, 2014) 1,042 1,042 1,042 1,042 Value to Loan VTL 2.9x 3.2x 3.5x 3.8x
estimation differs for the different divisions:
Colonial (as these are public companies)
range of 5-8x) minus net financial debt for the Industrial Divisions
Estate Division (ex- Colonial; data as of June 2014)
(1) Level of EBITDA considered sustainable (vs historical average of €218m) following recent structural changes, but before revamping Note: This is not a formal valuation of the industrial divisions, but just an illustrative valuation range for purposes of calculating an indicative VTL ratio including both listed and unlisted subsidiaries of GVM
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One of the world’s largest concession and construction groups
Source: OHL report and management accounts (1) ENR 2013
construction groups, with approximately €3,684M in sales in 2013
companies, including a listed company (OHL Mexico with a c.63.4% stake)
December 31st 2014 at €2,052M)
23,795 people as at December 31st, 2013
singular building for public and private sectors. Ranked 23th among the 225 largest international construction companies(1) and world leader of hospitals building and railway execution
airports and railways
power plants
terms of sales, 80% in terms of backlog and 92% in terms of EBITDA
SALES BREAKDOWN BY ACTIVITY BY GEOGRAPHY EBITDA BREAKDOWN
BY ACTIVITY
BACKLOG BREAKDOWN
BY ACTIVITY
Construction 72% Concession 14% Other Activities 14% Construction 21% Concession 78% Other Activities 1% Construction 13% Concession 86% Other Activities 1%
€3,684M (2013) €59,515M (2013) €1,215M (2013)
LatAM 29% Spain 25% Rest of Europe 13% Middle East & North Africa 14% US & Canada 7% Others 1%
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fertilizer and ammonia producer in the Mediterranean basin, with approximately €1,106m sales in 2013
fertilizer, ammonia and
industrial related products sectors
markets (52% market share)
10 factories: Spain (5), Portugal (3) and Algeria (2).
in Portugal through ADP Fertilizantes (99.8% ownership) and in Algeria through Fertial (66% ownership)
France, Netherlands and Germany
sectors
specialized in fertilizer production technology
Leading fertilizer and ammonia producer in the Mediterranean basin
Source: GVM (1)Through Fertberia, Fertialand ADP Fertilizantes entities
Spain 67% Export 33% Nitrogenous Fertilizaers 53% Complex Fertilizers 15% Industrial Chemicals 32%
Arzew (Algeria) ammonia and fertilizers production plant Sagunto (Spain) fertilizers production plant
SALES BREAKDOWN BY SEGMENT BY GEOGRAPHY
€1,106M (2013)
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Leading worldwide producer of ferroalloys and silicon metal
Source: GVM
€1,048M in sales (2013)
Group carries
the electrometallurgy activities through Grupo Ferroatlántica
with 15 factories: Spain (5), France (6), South Africa (2), Venezuela (1) and China (1)
Venezuela and South Africa
installed capacity and production
1.2 million TPY
has begun the administrative process for the construction of a 100,000 tons silicon metal plant in Port Cartier (Quebec) in Canada
sales outside Spain
sector to improve operating processes and production costs efficiency
Spain 26% Germany 17% Italy 8% Rest of Europe 20% US 11% South Africa 8% Rest of the Worlds 10% Manganese Alloys 32% Ferrosilicion 21% Silicon Metal 20% Microsilica 14% Other ferroalloys 15%
ELECTROMETALLURGY SALES BREAKDOWN BY SEGMENT BY GEOGRAPHY
Monzón (Spain) Ferroalloys poduction plants Polokwane (South Africa) Silicon Metal production plant €1,048M (2013)
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Largest independent Spanish producer of hydro energy, leading non incumbent Electricity supplier in Spain, leading trader in the border between Spain and France
Source: GVM
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A leading Real Estate Division that is increasing its focus on Real Estate Property
developer), Torre Espacio Castellana (property real estate) and Canalejas Madrid Centro (property real estate) in addition to its 24.4% stake in Colonial
in Spain, (mainly in Madrid, Andalusia, Valencia, and Majorca)
for rent) with an estimated appraisal value over €426M as of June 2014. Currently it has a 85% occupancy rate and very high quality tenants such as UK, Canadian, The Netherlands and Australian embassies
Seasons, a commercial surface and a parking that will serve the whole complex. Total investment will be around €500M and it is expected that it will enter into operation in 2017
Source: GVM (1) Promociones y Propiedades Inmobilarias Espacio SLU
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