Institutional Presentation 2019 Index Spice Private Equity 2018 - - PowerPoint PPT Presentation

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Institutional Presentation 2019 Index Spice Private Equity 2018 - - PowerPoint PPT Presentation

Institutional Presentation 2019 Index Spice Private Equity 2018 highlights Investment Portfolio Spice Private Equity: Snapshot Global Investment Active Managers: Listed on SIX Swiss Company GP Investments Exchange (SPCE) USD 209 USD


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Institutional Presentation

2019

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SLIDE 2

Index Spice Private Equity 2018 highlights Investment Portfolio

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Spice Private Equity: Snapshot

USD 209

million in NAV¹

USD 134

million in mkt cap¹

+36%

Discount to NAV2

Global Investment Company Active Managers: GP Investments Listed on SIX Swiss Exchange (SPCE)

Source: Source: Spice Private Equity Ltd. (“Spice”, “Spice PE” or “Company”). Notes: (1) As of September 30, 2018, (2) “Net Asset Value”.

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Unique advantages to SPCE shareholders

Source: Spice.

Sharing in the value creation of high potential businesses during transformational periods No long-term lock-up or minimum investment required

Private equity exposure with public market liquidity

GP Investments as the lead shareholder and manager Full incentive alignment & clear long term commitment

Solid and stable shareholder base

Value creation via management & execution Flexible, patient approach based on permanent capital Proven expertise in complex cross-border transactions involving both developed and emerging markets

Differentiated strategy

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Strategy

Source: Spice.

Core investment strategy Primary objective: Generate superior returns to shareholders through capital growth

Support companies with global leadership ambitions Operate efficiently Pursue long term direct private equity investments Grow NAV / share Operate as relevant shareholders and apply an active, industrial approach Return capital to shareholders

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Board of Directors

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Source: Spice.

Fersen Lambranho

Vice-Chairman of the Board UK Chairman of the board at GP Investments. 20+ years as manager and board director in many companies across various sectors. Prior to joining GP in 1998, was CEO at Lojas Americanas

Alvaro L. Da Silva Neto

Member of the Board United States Board director and previously CFO at GP Investments. Served as board director at GP Advisors, BRZ Investimentos and Wiz Soluções, as well as CEO at Banco Bozano Simonsen

Christopher Wright

Member of the Board United States Chairman of EM Alternatives LLC, an asset management firm and of its former affiliate in China (Yimei Capital). Mr. Wright sits on the board of Merifin Capital, an European investment firm

David Emery

Member of the Board Singapore Founder & CEO of Reciprocus International PTE Ltd, a globally active M&A advisory boutique.

  • Mr. Emery serves as

advisor and board director to several organizations

Christopher Brotchie

Chairman of the Board Switzerland Board director at Baring Private Equity, Firmdale Hotel Holdings and Bolero.

  • Mr. Brotchie is an

Investment Committee and Advisory Council member in several investment firms

Rodrigo Boscolo

Investor Relations Manager CFO & Managing Director at GP Investments, he served as Board member in several companies (Magnesita, Allis and Sascar) and serves at LEON’s board. He holds an MBA degree from Wharton

Investor Relations

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NAV composition: Remarkable organizational transformation

Source: Spice. *Assumes Spice’s USD 60m commitment in The Craftory is fully invested.

Apr-16 Apr-17 Dec-17 Jun-18*

Legacy portfolio sold

+Receivables

Installments received

+Cash

New strategy execution

LEON Rimini Street FoodFirst The Craftory Direct Investments Legacy Investments Receivables Cash

0% 0% 0% 0% 0%

7

81% 19%

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Spice Portfolio: Top 5 underlying assets by fair value to represent ~90% of total NAV

Source: Spice. Note: (1) Jun-18 figures reflect our committed capital (USD 60 million) in The Craftory. The current FMV for the company is USD 2 million. (2) Based on total NAV as of June 2018.

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SIZE RANK COMPANY NAME LOCATION SECTOR INVESTMENT DATE FAIR VALUE¹

(USD MILLION)

1

FoodFirst Global Restaurants

US-based owner and operator of 2 Italian restaurant brands North America Consumer May-18 60 2

The Craftory

Holding co. created to back challenger brands UK Consumer May-18 60 3

LEON Restaurants

UK-Based healthy fast food chain UK Consumer Aug-17 32 4

Rimini Street

Enterprise software service & support provider North America Technology Oct-17 22 DIRECT INVESTMENTS 174 5

RHI Magnesita

Global leading supplier of refractory products UK/LatAm Industrial Apr-15 17 LARGEST LEGACY PORTFOLIO UNDERLYING INVESTMENT 17 TOP FIVE INVESTMENTS (% OF TOTAL NAV) 191 (89%)

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SLIDE 9

Source: Spice.

Differentiated approach to value creation…

  • 1. Active management

via significant governance and focus on

  • perational & growth levers
  • 3. Expertise across wide range of sectors

markets and value creation plans

  • 2. Emphasis on complex transactions

where we can unlock substantial value through

  • ur execution capabilities
  • 4. Permanent capital perspective

supporting the compounded growth of companies with resilient business models that can thrive across economic cycles

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Source: Spice and GP Investments.

… executed by a leader in private equity and alternative investments

  • 1. Active management
  • 3. Expertise across wide

range of sectors

  • 2. Emphasis on complex

transactions

  • 4. Permanent capital

perspective

USD 1.1 billion in proprietary capital invested USD 5 billion raised from investors worldwide Industrial approach: focus on

  • perational and growth
  • pportunities

56 private equity deals across 16 sectors

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GP Investments’ partners have had extraordinary success as active managers

Source: GP Investments.

Companies IRR 1,339% 47% 47% 26% 23% 19% Cash on Cash 34.1x 3.2x 9.7x 4.0x 2.2x 2.3x

In all of these investments, GP Investments appointed a partner to run the business as CEO: Octavio Lopes Carlos Medeiros Antonio Bonchristiano Alexandre Behring Marcio Trigueiro Eduardo Alcalay

Appointed CEOs

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Index Spice Private Equity 2018 highlights Investment Portfolio

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1H18 highlights

Source: Spice.

Proposed 3-year program with minimum target pay-outs

  • f USD 5.0m, 5.5m and 6.0m in 2019, 2020 and 2021

New Dividend Policy

Total expenses reduced to USD 3.0m in 1H18, from USD 3.4m in 1H17

Operating Efficiency

2017: Leon Restaurants & Rimini Street 2018: The Craftory & FoodFirst Global Restaurants

New Investment Portfolio

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Note: Any specific annual dividend payments will be brought to shareholders for approval at the appropriate Annual General Meeting, to be decided based upon Spice PE’s liquidity position, the performance of its investment portfolio and the board’s assessment of new potential investments or divestments.

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New Investment Portfolio

Source: Spice.

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2017 2018

USD 55m successfully deployed in Leon & Rimini under new strategy

Spice direct investments USD 31m invested USD 60m invested USD 60m commitment USD 24m invested

USD 120m invested in FFGR & The Craftory, with substantial governance

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Looking ahead: Focus on new portfolio & selective, disciplined investment approach

Source: Spice.

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Challenging market backdrop: intense competition & high asset valuations Supportive debt markets, high volumes of PE capital and active corporate buyers Our approach: leverage our permanent capital base & avoid competitive auction processes

Capable and experienced Investment team in place Strong balance sheet; positive early signs of portfolio performance

1 2

Continuous assessment of pipeline of new investment

  • pportunities

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Index Spice Private Equity 2018 highlights Investment Portfolio

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Building a world class portfolio

Source: Spice.

Global leader Tech innovator Scalable growth Platform Turnaround Disruptive CPG holdco

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Investment date Apr-15 Oct-17 Aug-17 May-18 May-18

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35 facilities in 16 countries 14,000+ employees 10,000 customers Listed on the LSE The company is the global leader in the refractory solutions market and operates in a unique vertically integrated model RHI Magnesita is the largest asset in our Legacy Portfolio, and it is managed directly by GP

  • Investments. The investment is an successful example
  • f value creation through a transformational merger

Source: Spice and company reports.

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RHI Magnesita: Global footprint

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Source: Spice and company reports.

Europe 28%

South America 20%

APAC 17% MEA-CIS 13%

North America 22%

Raw material sites Production facilities

RHI Magnesita’s revenue breakdown and global facilities

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Source: Spice.

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900+ employees 1,500+ active clients +90% retention rate The SPAC was listed before the merger and, as soon as the combination was completed, Rimini Street began trading on the Nasdaq Exchange as “RMNI” Rimini Street (“Rimini”), a leading independent provider

  • f

enterprise software support, was acquired in 2017 through a complex transaction involving the combination of GPIAC (GP Investments Acquisition Corp.), a Special Purpose Acquisition Company (SPAC), and Rimini

Source: Spice and company reports.

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Rimini Street: An attractive opportunity

Global presence and leadership position North America represents ~75% of revenues, demonstrating further internationalization potential

Growth Ambitions

Despite small stake, Spice has significant representation with 2 out of 9 board seats

Corporate Governance

Main support services Balance sheet restructuring opportunity Successful track record with

Expertise Alignment

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Source: Spice and company reports.

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53 restaurants 700+ employees 20,000+ people served daily 30 seconds average transaction time target Global expansion opportunity LEON is a UK-based natural fast food chain. The menu includes the flavors, variety and natural healthiness of Mediterranean cooking, at reasonable prices In 2017, Spice acquired a significant minority stake in LEON Restaurants for approximately GBP 25 million

Source: Spice and company reports.

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LEON: A perfect match

Source: Spice and company reports.

LEON sought an investor to support the company’s global growth plans US expansion opportunity. Long term vision

Growth ambitions

Spice became the largest shareholder in LEON, holding 2 board seats Partnership with CEO & Co-founder John Vincent

Operational improvements

Product overview Cash on Cash: 3.4x IRR: 24%

Sector expertise

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Source: Spice.

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110 locations across 32 states in the US Listed on NASDAQ since 2010 ~ 9,500 employees BBRG is a leading US-based owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana and BRIO Tuscan Grille. BBRG was rebranded by Spice’s team: FoodFirst Global Restaurants In 2018, Spice took Bravo Brio Restaurant Group (“BBRG”) private, becoming the majority

  • shareholder. The investment presents a turnaround
  • pportunity at an attractive entry valuation

Source: Spice and company reports.

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FFGR: Clear opportunity to leverage our operational expertise

FFGR needed capital restructuring and an operational turnaround, allowing for an attractive entry valuation for Spice

Special situation

FFGR had been underperforming its peers due to

  • perational and strategic issues, making it a clear

target for our active management

Operational improvements

GP has a proven track record in the space (Fogo de Chão), and Brad Blum, a recognized restaurant executive, is the company’s CEO

Sector knowledge Brands

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Source: Spice and company reports.

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FFGR: Ownership Breakdown

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Source: Spice. Note: assumes Brad fully exercises his investment option. Ownership figures do not take into account dilution from stock option pool to be issued to the executive team

Shareholders Ownership Spice Private Equity 56% Co-investors 31% Brad Blum 13% Total 100%

As controlling shareholder, Spice has the necessary influence to lead the turnaround

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“We back the world’s boldest challenger brands” The Craftory was created with the objective of acquiring a portfolio of controlling interests in challenger brands within the Consumer Packaged Goods sector In 2018, Spice committed to invest in a next generation holding company, The Craftory, alongside accredited investors with unique expertise in the space

Source: Spice and company reports.

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The Craftory: Backing challenger brands

Disruptive brands are emerging as a global trend and revolutionizing the entire consumer products category The Craftory came about as strategy to explore the unlimited growth potential of this trend

Source: Spice.

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The Craftory: What, how, why?

Source: Spice.

An investment house as revolutionary as the challengers they

  • back. The anti-corporate and anti-VC model

What is The Craftory?

Levelling the playing field with ~USD 300m capital to deploy Hands-on strategic and creative - experts in branding, storytelling, growth platforms and supply chain

How will The Craftory ensure success?

Because consumers have grown tired of phony brands that waste our time and the planet’s resources

Why’s The Craftory doing this?

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Source: Spice.

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Where we go from here

This is just the beginning…

Growing our capital base should help increase: Share liquidity Asset diversification Being almost fully invested,

  • ur next steps are:

To drive value in our underlying assets To grow our capital base New direct investments represent ~80% of total NAV We still have tremendous growth potential

1. 2. 3.

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Contacts

Spice Private Equity Ltd

Industriestrasse 13c CH-6302 Zug Phone +41 41 710 70 60 Fax +41 41 710 70 64 info@spice-private-equity.com

Spice Private Equity (Bermuda) Ltd

Clarendon House 2 Church Street Hamilton, HM 11 Bermuda www.spice-private-equity.com

Investor Relations

Rodrigo Boscolo investor.relations@spice-private-equity.com

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This document is intended exclusively for the purpose of information. This document is neither an advice on investment nor a recommendation or invitation for purchasing, holding or selling any securities. This document has been prepared based on sources of information considered to be reliable. No representation or warranty is made as to the fairness, accuracy, completeness or correctness of the information contained herein. Subsequent developments may affect the information contained in this document which neither Spice Private Equity Ltd nor its advisors are under an obligation to update, revise or affirm. This document may contain forward-looking statements which involve certain risks and uncertainties. Past performance trends do not provide any indications to the future trends for an investment. This document is not intended for persons subject to legislation that prohibits its distribution or makes its distribution contingent upon an approval.

Disclaimer