Grupo Villar Mir Overview of the Group January 2015 Espacio - - PowerPoint PPT Presentation

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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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Grupo Villar Mir

Overview of the Group

January 2015

Espacio Activos Financieros

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Disclaimer

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

  • r their affiliates or any such person’s officers, directors, employees, representatives or advisers accepts any liability whatsoever arising directly or indirectly from the use of this presentation or its content or otherwise

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

  • r sufficiency of the Subsidiary Information.

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

  • ccurrence of the forecasted developments or undertakes any obligation to review, update or confirm any of them, or to release publicly any revisions to reflect events that occur due to any change in the Company’s

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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Table of contents

  • 1. Grupo Villar Mir overview
  • 2. Financial information

Appendix

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4

  • 1. Grupo Villar Mir overview
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SLIDE 5

Brief introduction to GVM

  • Grupo Villar Mir (“GVM”) is one of the largest privately-owned Spanish industrial groups

with consolidated annual revenues of more than €6bn (2013)

  • GVM develops a diversified number of activities with leading positions through its

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)

  • Subsidiaries are run at arm’s length from GVM, with absolute autonomy
  • GVM is active in the 5 continents with a stable presence in 38 countries, employing

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

5

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6

Simplified group structure

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%

Grupo VILLAR MIR

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

Inmobiliaria Espacio

5%

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7

Construction 43% Concessions 8% Services 6% Electrometallurgy 18% Energy 7% Fertilizers 17% Real Estate 1%

GVM International profile

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

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GVM proven ability to grow across the cycle

  • GVM has proven a remarkable capability to grow

from 1995 until 2013

  • 15%

consolidated turnover annual compound growth rate

  • 19%

consolidated EBITDA annual compound growth rate

  • GVM has been able to adapt to changing market

conditions

  • From 2008 until 2013 the Group has been able to

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)

8

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%

Recent Developments

  • In 2014 GVM acquired a 24.4% stake in Inmobiliaria Colonial

(“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)

  • The acquisition was completed in two stages:
  • In January 2014 GVM acquired a 24.4% stake in COL for

a total consideration of €56.6M

  • In April 2014, in the context of a €1,260M capital increase,

GVM subscribed its share with an additional investment of €308M

  • GVM plans to remain in COL as a reference investor, increasing its

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

  • At the end of 3Q 2014 GVM Total Consolidated Assets reached

€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.

  • GVM Net Consolidated Financial Debt has grown from €7,323M at

the end of 2013 to €8,843M at the end of 3Q 2014 (+21%), although there are important differences among Divisions.

  • The Main highlights of GVM’s Divisions until the end of 3Q 2014 have

been the following:

  • OHL: Increased its Net Financial debt by €951M to €6,545M since

the beginning

  • f

2014, mainly because

  • f

(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.

  • Fertilizers: increased its Net Debt position by €241M to €245M. This

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.

  • Energy: increased its Net Financial Debt in 2014 by €12M to €85M,

mainly because of the working capital growth derived from the good evolution of the energy supply business.

  • Real Estate: Net Debt position at the end of 3Q 2014 has decreased

by €113M to €496M, mainly because of the partial amortization that was made in May to refinance the facility of Torre Espacio.

  • Electrometallurgy: reduced its Net Financial Debt by €56M

to €226M since the beginning of 2014 due to EBITDA generation, CAPEX reduction and strict working capital control.

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10

Rationale of the ABE transaction

  • GVM is currently going through a process that should end in a less volatile Group profile
  • The weight of basic industrial activities in GVM’s portfolio is under reduction.
  • GVM is currently reducing its activity in real state (development)
  • During 2014 there have been negotiations

to sell a stake of the Fertilizers Division to an industrial investor

  • GVM is currently increasing its exposure to real state (property) and concessions
  • GVM aims to increase its exposure to the energy sector as a natural hedge to current industrial

business

2

  • As part of this strategy, IESA decided to increase its direct exposure to ABE
  • IESA economic exposure to ABE was 11.53%. After the transaction it is 13.48% (approx +2%)
  • It made sense for OHL to reduce its stake in ABE

− The ABE transaction reduced the recourse debt at OHL level − The ABE transaction has generated an important capital gain for OHL

  • IESA acquired the 5% stake in Abertis from OHL for €705m (44.9m shares at €15.694 per share) through an

equity Swap , since that moment IESA has been restructuring the transaction to minimize both, the market and the financial risks associated to it

  • Around 40% of the transaction is going to be financed through a derivatives structure. As of today the

derivatives structure covers around 30% of the transaction

  • The additional 60% will be refinanced by a combination of a capital markets issue and a margin loan /

Equity swap with a conservative LTV

1 3

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11

Structure of the ABE Transaction

  • IESA acquired the 5% stake in

Abertis from OHL for €705M (44.9M shares at €15.694 per share)

  • Financing:
  • Bridge

finance through an equity swap

  • Expected refinancing through

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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12

  • 32 concessions
  • 7,300 km under management
  • Leader in Brownfield projects
  • 90% of Ebitda in 9M 2014
  • 8,800 Broadcast and Cell

Phone Towers

  • Controlling shareholder of

Hispasat

  • 10% of Ebitda in 9M 2014

Abertis at a glance

WHO IS ABERTIS?

  • One of the world’s leading concessions operator with a

€14.8B market cap at 31/12/2014, present in 10 countries

  • World leader in Toll Roads concessions
  • Spain’s leader in Telecom Infrastructure
  • 60% of Ebitda generated out of Spain
  • Healthy balance sheet
  • €28B assets under management
  • Significant derisking of the balance sheet since

2009: leverage reduced to 4.3x Ebitda; rating BBB/BBB+ at S&P/Fitch

  • Debt maturities covered until the end of 2017*
  • €2.3bn committed capex programme until 2017*
  • Active asset rotation strategy over the last 4 years to

adapt the company

  • €4.4bn disposals and €4bn reinvestments*

€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%

  • 1.2%

63% 66% 4.1% EBIT 1,517 1,447 1,721 18.9% 1,354 1,479 9.3% EBIT margin 39% 39% 37%

  • 4.9%

39% 40% 2.4% Net profit 720 1,024 617

  • 39.8%

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

  • 6.9%

12,957 13,455 3.8% Net debt /EBITDA 5.7x 6.0x 4.5x

  • 24.6%

4.8x 4.3x

  • 10.9%

% 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%

  • 3.0%

322 15% 0.9% 149 5%

  • 13.0%

116 5%

  • 6.2%

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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SLIDE 13

13

Inmobiliaria Colonial at a glance

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

  • Inmobiliaria Colonial is the leading property company of the

Euro zone prime office rental sector:

  • Total GAV of €5,287M (30/06/14)
  • 49 assets located in Spain (Madrid and Barcelona) and Paris

(through SFL (Société Foncière Lyonnais)

  • Total surface above ground: 697,293sqm (30/09/14)
  • Office occupancy ratio EPRA of 84% (30/09/14)
  • COL went through a major restructuring process that was

completed in May 2014. Most recent steps include:

  • Debt restructuring and recapitalization process, involving a

€1,260M capital increase and the signature of a new syndicated loan of €1,000M and 5 years maturity

  • Deconsolidation through the disposal of a majority stake in

Colonial’s land and real estate development business Asentia (positive impact of €704M)

  • Disposal of its stake in SIIC de Paris, at a price of

€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.

  • Var. LFL

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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14

  • 2. Financial information
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SLIDE 15

15

€ 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

  • 2,547.9

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

  • AT. INCOME

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

GVM Income Statement 9M2014 vs. 9M2013

(1) EAF: Espacio Activos Financieros Source: GVM. Non audited data

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SLIDE 16

16

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.

  • 375

+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)

  • 234

+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)

  • 1,182

+159

2,221

+191

Total Equity 527

+12

107

+11

470

(33)

886

+597

1,252

+94

3,539

+257

4,938

+413

  • Recourse Bank facilities

159

(4)

91

(7)

188

+84

55

+16

716

+238

1,124

(153)

2,550

+389

Non Recourse Bank facilities

  • 211

+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

  • 84

(320)

  • 640

+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

GVM Balance Sheet 9M2014

Source: GVM. Audited data for year end figures. Non audited figures for 9M 2014

slide-17
SLIDE 17

17

GVM Holdco + EAF main figures (€M)

  • GVM Holding Company has no direct operating activity, and therefore it does not generate significant

revenues (at the individual level), while showing a negative EBITDA due to its operating costs

  • Earnings before taxes, however, is positive due to the dividends received from its subsidiaries, which more

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

  • 15.0

5.0 6.7 Dividends Fertiberia + Fertial (1) 97.5 82.7 49.7 76.6 Dividends Abertis

  • 0.1

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)

  • 3.3

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

  • SH. EQUITY

1.074 1.158 1.348 NET DEBT 585 744 1.042

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18

Sep 30th 2014 NetDebt / €M €M

  • var. %

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

Overview of the Group´s net financial debt (9M2014)

Break Down of Group indebtedness

(1) Difference due to valuation of the option and the implicit interest of the Exchangeable Bond. (1)

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19

€ 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

GVM HoldCo. + EAF Net Debt Evolution

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 acquisition of the 24.4% of COL
  • The capital increase in Torre Espacio

The 4Q 2014 net debt reduction has been mainly achieved with the funds obtained from:

  • The disposal of selected non-core assets, including

Miami real estate assets

  • The sale of the prepaid put of Banco Santander

shares

  • The dividends and intercompany loans received from

subsidiaries, Fertial and Ferroatlántica

  • The sale of a limited number of OHL shares
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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

  • 89.0

Bonds (II)

  • 150.0

150.0 Other Facilities 120.3 58.7 4.8

  • 183.9

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

GVM HoldCo. + EAF Net Debt Overview

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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21

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

  • Bonds

150,000 10,467 194,166 1.29

  • Other Facilities
  • Total

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%

Pledged Shares Update (31st December 2014)

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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

Approach to GVM HoldCo’s VTL

  • The approach for the value

estimation differs for the different divisions:

  • Market price for OHL and

Colonial (as these are public companies)

  • EBITDA multiple (assumed

range of 5-8x) minus net financial debt for the Industrial Divisions

  • NAV approach for the Real

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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23

Appendix

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24

Grupo OHL

One of the world’s largest concession and construction groups

Source: OHL report and management accounts (1) ENR 2013

  • Grupo OHL is one of the world’s largest concession and

construction groups, with approximately €3,684M in sales in 2013

  • Listed in the Spanish stock exchange with a market cap
  • f c.€2,148M
  • Grupo OHL comprises a group of more than 175

companies, including a listed company (OHL Mexico with a c.63.4% stake)

  • The group holds a 13.93% stake in Abertis (Valued in

December 31st 2014 at €2,052M)

  • Present in 31 countries across 5 continents, employing

23,795 people as at December 31st, 2013

  • Diversified portfolio of activities:
  • Construction division: provides civil engineering and

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

  • Concessions division: focus on highways, ports,

airports and railways

  • Other activities such as engineering and construction
  • f industrial facilities, including petrochemical and

power plants

  • Strong geographic diversification, 75% outside of Spain in

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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25

Fertilizers Division Fertiberia & Fertial

  • Leading

fertilizer and ammonia producer in the Mediterranean basin, with approximately €1,106m sales in 2013

  • Encompasses GVM’s activities(1) in the chemical

fertilizer, ammonia and

  • ther

industrial related products sectors

  • Leading market share in Spanish Nitrogen fertilizers

markets (52% market share)

  • Presence in 3 countries, employing 3,300 people, with

10 factories: Spain (5), Portugal (3) and Algeria (2).

  • Present

in Portugal through ADP Fertilizantes (99.8% ownership) and in Algeria through Fertial (66% ownership)

  • Total production capacity is over 7 million TPY
  • The Group exports its products mainly to UK, Ireland,

France, Netherlands and Germany

  • Main clients come from the agricultural and industrial

sectors

  • Owns 50% of INCRO, a world class technology licensor,

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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26

Electrometallurgy Grupo Ferroatlántica

Leading worldwide producer of ferroalloys and silicon metal

Source: GVM

  • Leading worldwide producer of silicon metal (14%
  • f total world’s production) and ferroalloys with over

€1,048M in sales (2013)

  • The

Group carries

  • ut

the electrometallurgy activities through Grupo Ferroatlántica

  • Presence in 5 countries, employing c. 3,185 people

with 15 factories: Spain (5), France (6), South Africa (2), Venezuela (1) and China (1)

  • The Group owns quality quartz mines in Spain,

Venezuela and South Africa

  • It has 46 electric furnaces with 1,024MW of

installed capacity and production

  • ver

1.2 million TPY

  • It

has begun the administrative process for the construction of a 100,000 tons silicon metal plant in Port Cartier (Quebec) in Canada

  • Strong geographical diversification, with 74% of total

sales outside Spain

  • Important R+D activity linked to the electrometallurgy

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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27

The Energy Division: VM Energía

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

Generation:

  • GVM owns 14 hydroelectric power plants, in Galicia (7), Aragón (5) and

France (2) with 210 MW of installed capacity and over €52M in sales (2013)

  • 2 reservoir dams in Spain (120 million m3)
  • Average annual production of 600 Million KWh

Gas and electricity trading:

  • 3,200 Million KWh supply (17,559 sites)
  • 2,845 MW representation
  • Leader managing the Interconnection between Spain and France
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28

The Real Estate Division. Priesa, Torre Espacio, The Canalejas project and I. Colonial

A leading Real Estate Division that is increasing its focus on Real Estate Property

  • wnership and management
  • The Real state Division of GVM had over €54M turnover in 2013. It develops it activities through Priesa(1) (real estate

developer), Torre Espacio Castellana (property real estate) and Canalejas Madrid Centro (property real estate) in addition to its 24.4% stake in Colonial

  • Priesa: is a real estate company whose activity ranges from land management to housing development. It is present both

in Spain, (mainly in Madrid, Andalusia, Valencia, and Majorca)

  • Torre Espacio Castellana is the owner of Torre Espacio in Madrid (Spain), (235m high and 60.000 m2 of surface available

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

  • Canalejas Madrid Centro owns the old headquarters of the Santander Banking Group in the center of Madrid and its
  • bjective is to transform the existing buildings into a First quality Hotel and apartments that will be managed by Four

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

  • The Real Estate Division Net Debt, as of Sept 2014, amounted to €496M

Source: GVM (1) Promociones y Propiedades Inmobilarias Espacio SLU

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SLIDE 29

29

Torre Espacio Paseo de la Castellana, 259 D 28046 Madrid (SPAIN)

  • Tel. +34 91 556 7347

Contact persons: Manuel Garrido CFO mgr@gvm.es Enrique Martin enrique.martin@gvm.es