Rubicon Partners Corporate Finance S.A. Corporate Presentation - - PowerPoint PPT Presentation

Corporate Presentation

2018

Contact details Rubicon Partners Corporate Finance S.A. Warsaw Corporate Centre Emilii Plater 28 Street, 00-688 Warsaw

• m. +48 22 209 98 00,
• f. +48 22 209 98 01

biuro@rubiconpartners.pl www.rubiconpartners.pl

Rubicon Partners S.A.

Rubicon Partners Corporate Finance S.A. 100% Rubicon Partners Ventures Sp. z o.o. 100%

R Ventures I Sp. z o.o. Other Investors

About us

Experience Team Why Rubicon Partners

• Rubicon Partners is an independent investment banking

boutique, dedicated for both Polish and international

• Clients. Our offer covers comprehensive advisory

services in the fields of investment banking and capital markets

• The most important aspects in delivering our diversified

services remain identyfing and responding to specific needs of our Clients

1

Reliable partner in strategic initiatives

• 1. Investment Banking services (IB):

A.

Arrangement of financing (AF)

B.

Mergers and Acquisitions (M&A)

• 2. Corporate Finance (CF) – financial advisory

services for corporate clients

• 3. Authorised Adviser on NewConnect

and Catalyst markets (AA)

• I. ADVISORY

II.

STARTUP INVESTMENTS

Comprehensive services:

• Rubicon Partners cooperates with:

–

Leading brokerage houses

–

Institutional investors – Mutual Funds, Pension Funds, Asset Management companies

–

PE and VC funds

–

Business angels networks

–

Private investors

–

Prestigious law firms and certified auditors

Business model based on two complementary elements:

2

Arrangement of financing (I/II)

 Combining market insight with deep corporate finance knowledge, we develop and manage tailored capital raising solutions to suit our Clients needs; Our expertise ranges from equity and debt capital markets to specialised structured financing solutions, as well as to relationship-based credit and lending

• We provide advisory services in capital raising on the stock

exchange, including both Initial Public Offering (IPO) and Secondary Public Offering (SPO)

Capital raising (IPO, SPO) in the public market (GPW and NewConnect)

1

• We provide advisory services in capital raising through private

placement, dedicated to institutional investors active on the public market (WSE and NewConnect); We cooperate with Open- End Investment Funds, Open Pension Funds and Asset Management Companies

Private placement to institutional investors (Open-end Funds, Pension Funds, AM)

2

• Our well-established contacts and unique competences enable us

to support Clients in raising equity capital from both strategic and financial investors; We cooperate with Private Equity (PE) and Venture Capital (VC) funds, as well as with closed-end funds

Private placement to private investors (Close-End Investment Funds, VC, PE)

3 3

Advisory Startup IB CF AA AF M&A

Arrangement of financing (II/II)

 Our unique expertise, combined with experience in capital markets and close access to broad investor base, significantly increases the chances of securing necessary financing

• We assist our Clients in arrangement of debt financing (provided

by banks); We have in-depth experience in financing

• f investment projects, working capital and bridge loans

Debt financing

4

• Rubicon Partners offers bond issuance advisory for companies

to access public (Catalyst) or private market; Our services are dedicated for both individual and institutional investors including funds which invest in corporate bonds

Financing through bond issues

• n the public (Catalyst) and private market

5

• Mezzanine financing is a hybrid of debt and equity financing

which secures flexibility of the transaction structure and responds to specific needs of both Client and capital provider

Mezzanine

6 4

Advisory Startup IB CF AA AF M&A

Mergers and Acquisitions (M&A)

 We provide highly tailored services on all phases of M&A Transactions, from the initial planning stage until the finalisation of the deal, as well as the successful structuring of the new business and post-transaction integration; We focus on processes that are critical for a successful transaction, in order to deliver value and ensure success  We have in-depth experience in the following fields:

• We have vast experience in conducting a discrete and well
• rganized sale process including both sale of an entire company

(100% shares) and sale of stake in companies to a strategic

• r financial investors; Our services cover searching for potential

investors (buyers), advisory in price negotiation process (valuation and/or negotiations), offers analysis and effective coordination

• f the due diligence

Sell-side transaction (sale of an entire company

• r selected/strategic assets)

1

• Our buy-side services include target screening and approach,

financial modeling and business valuation, advisory in price negotiation process

Buy-side transaction (acquisition of an entire company or selected/strategic assets)

2

• Rubicon Partners assists in the arrangement of financing during

the Leveraged Buy-Out process (LBO) and provides high-quality advice to managers in Management Buy-Out transactions (acquisition of the company by its management with debt financing)

Leveraged/Management Buyouts

3 5

Advisory Startup IB CF AA AF M&A

Investment banking services

 The role of Rubicon Partners in capital raising process depends on specific corporate and industry requirements

6

Advisory Startup IB CF AA AF M&A

PREPARATION OF THE COMPANY BEFORE TRANSACTION PREPARATION OF THE TRANSACTION PROCESS CLOSING OF THE TRANSACTION

• Comprehensive analysis of the Company
• Preparation of a financial model and cooperation

in determining the value of the offered financial instruments (valuation)

• Determining possible structures and parameters
• f the transaction (including the tax optimization)
• Consulting in choice of the entities involved in the offer

(brokerage houses, law firms, auditora - if required)

• Cooperation

in preparing analytical materials (prospectus,

• ffering

memorandum, informative documents, terms of issue, presentations, reports etc.)

• The consulting and supporting the capital market

in proceedings before institutions (KNF, GPW, KDPW)

• Identifying

potential investors and coordination

• f contacts and information flow
• Supervision and coordination of all of the Company’s

and its advisors’ activities connected to the offer

• Providing ongoing advisory in case of any unexpected

situation that may influence the course of the transaction

SELL SIDE BUY SIDE

Transactions on the public market (WSE, NC, Catalyst) Private placement

• In-depth analysis of the company

including its strategy, businessplan and financial performance

• Preparation of a financial model

and valuation

• Preparation/verification
• f

the relevant investment materials

• Identification
• f

the potential investors

• Market

analysis and identification of potential acquisition targets

• Verification and analysis of

materials about the target

• Consultancy in the process
• f

determining the purchase price

• Comprehensive organization of the process, coordinating contacts,

and organization of information flow

• Determining the optimal structure of the transaction (including tax
• ptimization)
• Arranging meetings of transaction sides, negotiations of the initial

transaction terms

• Assistance in arrangement of financing (if necessary)
• Coordination of the comprehensive analysis of the company (due

diligence) - if required

• Negotiations of final transaction contracts
• Assistance in preparation of transaction documents, including contracts
• Supervision over the transaction closing and settlement of payments

Corporate finance services

Rubicon Partners

• ffers

complex services in the following fields:  Company’s effectiveness analysis  Restructuring  Investment projects evaluation  Strategic and

• perating

model assessment and improvement The process of restructuration requires professional experience and approach customized to specific industry and company. Rubicon Partners assists in effective restructuring processes by providing

• bjective and competent assessment of current

business and implemented strategy effectiveness

Financial advisory for companies Business analysis and valuations

Rubicon Partners conduct analysis including:  Feasibility studies  Financial modelling  Risk assessment  Business valuations (including fairness opinion)  Recommendations of optimal financing structure  We have extensive experience in advisory, especially in restructuring and development processes  We have necessary resources to provide services which supplement our core business (financial advisory for companies, business analysis and valuations)

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Advisory Startup IB CF AA AF M&A

Authorised adviser on NewConnect and Catalyst

 Rubicon Partners acts as an Authorised Adviser of the NewConnect1 (stock market) and Catalyst2 (bond market) Alternative Trading Systems (ATS) organized by the Warsaw Stock Exchange (WSE)

Awards and Recognitions

• For the greatest quantitative and qualitative

contribution to development

• f

the NewConnect market in 2012

• WSE awards for the highest value of IPO
• n NewConnect market in 2011 and 2013
• The titles of second-best Authorized Adviser

in 2012 (Grant Thorton) and 2013 (Forbes)

• Comprehensive analyses of customer needs, market

conditions and selection of optimal financial structure and its conditions

• If the most efficient way to raise capital is IPO

in ATS, Rubicon Partners advises on the process and after it is completed

• Business and legal analysis of the company

and preparation

• f

required documentation (e.g. Information Document)

• Representation of the company in contacts with Polish

Financial Supervision Authority (KNF), National Depository of Securities (KDPW) and Warsaw Stock Exchange (GPW)

• Assistance in exercising obligations to provide

information and the interpretation of legal texts

1 NewConnect – alternative market operated by the WSE and dedicated for young and innovative firms from technology industries 2 Catalyst – bond market operating on transaction platforms of the WSE

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Advisory Startup IB CF AA AF M&A

Startup investments

 Investments in companies at the seed/VC stage are one of the pillars of Our Company. We provide the specific expertise needed to rapidly scale businesses, exponentially increasing a startups probability of success

• We are looking for interesting investment opportunities;

We diligently analyze all of the risk factors connected with specific industries and projects

• We are supporting innovative startups from ideas to market

success, with focus on value adding activities. Our activities in these fields covers:

• Arrangement of financing (own investments, co-investments

with seed/VC funds or private/strategic investors)

• Optimization
• f

financial sources (arrangement

• f debt/mezzanine financing)
• Transaction structuring
• Supporting organic growth (members of our team act

as financial directors or members of the supervisory boards in the startup companies)

• Improvement
• f
• perational

effectiveness (active participation in forecasting, cost optimization, projects assessment etc.)

• Preparing the business for sale (sale to financial or strategic

investor, IPO on NewConnect or WSE Main Market)

• Rubicon

Partners prepared, financed and developed projects in CEE, CIS and MEA regions

• Our

investments are realized in cooperation with market and industry experts, scientific organizations, global and local entrepreneurs, as well as with co-investors 9

Advisory Startup IB CF AA AF M&A

About us

Experience

Team Why Rubicon Partners

• We successfully conducted 84 transactions with market

value of over PLN 2.6 billion

• We gained trust of our Clients — our business relations

evolved into a long-term cooperation built on solid foundations resulting from our professionalism, high ethical standards and transparent business policies

10

Selected transactions (I/V)

11

Selected transactions (II/V)

12

Selected transactions (III/V)

13

Selected transactions (IV/V)

14

Selected transactions (V/V)

15

Case Study: Arrangement of financing – Avia Solutions Group and AviaAM Leasing (IPO’s)

Financial adviser in cross-border IPO for the Lithuanian holding company offering services for aviation industry

• Verification of financial models and valuations of the companies, preparation of investment materials
• Optimal transaction structuring
• Advisory and assistance in proceedings with Polish capital market institutions (KNF, GPW, KDPW)

Issuer Avia Solutions Group AB Core business Aviation related services Date of debut 3/03/2011 Market GPW Type of offer Initial Public Offering (IPO) Offer shares (all new shares) 1 473 333 (25% of post - IPO share capital) Opening price +2.5% Transaction value PLN 76 613 316 Use of proceeds Expansion of ground handling & MRO services

Transaction details

AviaAM Leasing AB Aircraft lease 28/06/2013 GPW Initial Public Offering (IPO) 13 857 790 (32% of post – IPO share capital) +3.6% PLN 112 150 032 The acquisition of aircrafts to lease them

The professional approach and high quality of services resulted in further cooperation with Avia Solutions Group – Rubicon Partners served as financial adviser in the next IPO conducted by the company from the ASG – AviaAM Leasing

• First company from Lithuania

listed on the Warsaw Stock Exchange

• 72,6% oversubscription in the retail

tranche

• First aircraft leasing company listed
• n Warsaw Stock Exchange
• The largest IPO of a foreign

company on the Warsaw Stock Exchange in 2013 16

Case Study: M&A – Robinson/Madrox

Company Madrox S.A. (Poland) Core business Production of plastic packaging Type of transaction Acquisition of 100% of shares by strategic investor Date June 2014 Transaction value PLN 77 822 000 Acquiring company Robinson Plc (Great Britain)  Buy-side adviser in cross-border M&A transaction conducted by international manufacturer of plastic packaging

Transaction details

• Comprehensive market analysis and identification of potential acquisition targets
• Deal structuring and negotiation support
• Manufacturer of high-margin and high-end

plastic packaging

• Presence on Polish and European market
• Major international customers
• Platform for further consolidation of the CEE

market by strategic investor  Understanding customer needs, proper alignment of services and effective execution of the transaction resulted in beneficial business relationship and further cooperation with Robinson PLC

17

Case Study: Restructuring – Gino Rossi

VIII 2009 XII 2009 XII 2010 V 2011

Critical situation Distressed issue of shares Restructuring Effects of financial restructuring Effects

• f operational

restructuring Sale to the strategic investor H1 2009 Loss = PLN 6m Interest bearing debt = PLN 64.7m Capital increase

• f PLN 27.3m, partially

Rubicon Partners’ own investment New, experienced management team, recommended by Rubicon Partners Elimination of unprofitable brands, subsidiaries and outlets, clearance

• f stock; significant

reduction of back-office activities; optimization

• f sales and supply chain

management Debt reduced by PLN 14m, financial liquidity at PLN 12m, estimated EBITDA margin in 2010 at 9.4% vs.

• 8.3% in 2009

Initiation

• f cooperation with

Rubicon Partners Significant improvement

• f financial results:

EBITDA - PLN 20m in 2010, EBITDA margin 11.4%, net profit PLN 6m vs. net loss PLN 25m in 2009 Sale of Rubicon Partners’ stake in the company to a strategic investor; return on investment 180%

 Gino Rossi is one of the most valuable Polish brands operating in the footwear sector, producing and selling top quality shoed and accessories. The Company was named after one of the six founders, the Italian manufacturer – signor Gino Rossi

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Experience: NewConnect project’s

* Date of IPO

2008-2010* 2011* 2012-2013* 2014-2015*

Authorised Adviser on NewConnect market since 2008, awarded by GPW in 2011, 2012 and 2013 19

Experience: Rubicon Partners Ventures Portfolio

 Rubicon Partners Ventures & R Ventures I (fund managed by Rubicon Partners Ventures) current portfolio

Company Country Sector Synthex Technologies

Poland LifeScience/ Chemistry

Fresh Inset

Poland LifeScience/ Agro

DermoTech Beauty

Poland LifeScience/ Dermocosmetics

Noctiluca

Poland LifeScience/ Optoelectronics

Company Country Sector CTE

Poland, Kazachstan Mining

Tuatara

Poland, Netherlands,Oman IT services

RETIXA

Poland Big data

MG Group

Poland Telemedicine/ ICT

MediBox

Poland Telemedicine/ ICT/Hardware

VetXpert

Poland Televeterinary/ ICT

VX Livestock

Poland Televeterinary/ ICT/Hardware

PricingTags

Poland Analitics/ RetailTech

Boomerun (BandWarrior)

Poland SportTech/Device driven services

Podioom

Poland SportTech/ICT In our investment approach we are strongly focused on building sustainable value. We are interested in realization of projects with:

• Strong and experienced team
• Innovative and scalable business model
• Attractive growth strategy with safe and potentially high returns
• Possibility to diversify the risk through co-operation with co-

investors

• Possibility to create added value through co-operation with Rubicon

Partners (including implementation of the project finance and

• perational structures etc.)
• Potential to create a firm which will be in the future interesting

target for strategic investors

Case Study: start-up investment – DTP S.A.

III 2011 XII 2011 II-IV 2013 IV 2013

Rubicon Partners’ investment Debut on NewConnect Exit from investment Introduction of new series of shares to NC

PLN 20m recapitalization, with partly participation of Rubicon Partners. Rubicon acted as financial adviser to the Company Debut on the NewConnect,

• pening price

+78%. Rubicon Partners acted as Authorised Adviser Rubicon Partners exits from the company – realization

• f 150% rate
• f return

Introduction

• f shares (C

series) with the nominal value of PLN 47m to the NewConnect market. Rubicon Partners acted as Authorized Adviser

 The role of Rubicon Partners: own investment, attracting financial investors, introducing to NewConnect, exit from investment, arrangement of debt financing (bond issue along with introduction to Catalyst), providing

• ngoing corporate finance advisory and attracting strategic investors to the Polish leading debt collection fund

which manages and deals with mass debts

IX 2013

Introduction of bond to Catalyst

Introduction of bonds (C series) with the nominal value of PLN 11m to the Catalyst market. Rubicon Partners acted as Authorized Adviser

VII 2014

Bond issuance

Issuance of bonds with the nominal value of PLN

• 20m. Rubicon

Partners acted as Authorized Adviser and financial adviser

III 2014

Move to the WSE main market

Moving trading from the NewConnect to WSE’s Main Market

 Comprehensive approach to the project planning and execution by Rubicon Partners – startup investment combined with comprehensive advisory services (investment banking services such as capital raising and M&A, corporate finance advisory, and assistance of Authorised Adviser on NewConnect and Catalyst)

21

IV 2016

Sale to the strategic investor

Sales of shares to a strategic investor, deal value over PLN 175 m, Rubicon Partners acted as financial adviser

Case Study: start-up investment – CTE S.A.

III 2013 X 2013 II 2015 VI 2015

Preparation of the project with Rubicon Partners The first round of financing The second round

• f financing

Debut on NewConnect

Initiation of cooperation with Rubicon Partners

Capital increase

• f PLN 3m, partly
• wn investment of

Rubicon Partners. Additional debt financing with nominal value

• f PLN 1m.

Rubicon Partners acted as financial adviser to the Company

Establishment of the company Cenospheres Trade & Engineering S.A. in Poland and Kazsphere TOO in Kazakhstan

Capital increase of PLN 3m– pre-IPO

• n NewConnect,

Rubicon Partners acted as Authorized Adviser Debut on NewConnect market, Rubicon Partners acted as Authorized Adviser

 Own investment, attracting financial investors, raising of debt capital, introducing to NewConnect, providing

• ngoing corporate finance advisory for Cenospheres Trade & Engineering S.A. (searching, extracting, drying

and selling of microsphere – lightweight, fire-proof sphere used as filler in materials and composites production)  Comprehensive approach to the project planning and execution by Rubicon Partners

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IX 2016

Taking up

• ptimization and

restructuring activities

IV 2018

The third round

• f financing

Capital increase of PLN 4.2 million along with debt restructuring, Rubicon Partners financial advisor to the Company

Staff replacment, Rubicon operational involvment

Optimization of costs ans sales – achieving 100% of production capacity with a decrease in

• perating costs,

achieving BEP

Case Study: start-up investment – Tuatara sp.z o.o. and RETIXA S.A.

XI 2014 III 2015 VI 2015

Preparation of the project with Rubicon Partners The first round of financing The first round of financing in RETIXA Initiation of co-operation with Rubicon Partners Capital increase

• f PLN 1.5m,

Rubicon Partners acted as an adviser to the Company Establishment of Tuatara sp. z o.o. Establishment of the company RETIXA S.A. dedicated for IT products - BigData and analytics. Capital increase in RETIXA of PLN 5.5m – part of the investment from Rubicon Partners. Rubicon Partners acted as an adviser to the Company

 Investment, acquisition of investors, creation of a spin-off (a subsidiary) along with acquisition of investors for this company, sale of shares of financial investors, partial exit from the investment and continuous corporate finance consulting to Tuatara

• sp. z o.o. (a service company involved in IT projects realization) and RETIXA S.A. (a subsidiary of a product company dedicated

to the BigData/Analytics products) – an example of comprehensive approach to the realization of the investment project by Rubicon Partners

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IV-X 2016

The second round of financing Capital increase in Tuatara of PLN 20m, Rubicon Partners acted as an adviser to the Company

IX 2017

The second round of financing in RETIXA Partial buy-out of the investors and capital increase in Retixa – total transaction value of PLN 5.5m, Rubicon acted as an adviser

I-X 2018

Partial exit from the investment Partial exit of Rubicon Partners – high rate of return

• n the investment

IX 2017-X 2018

The third round of financing in RETIXA Capital increase

• f PLN 5.5m,

Rubicon Partners acted as an adviser to the Company

About us Experience

Team

Why Rubicon Partners

• One of the largest and most experienced corporate

finance teams among Polish investment boutiques

• Market experts providing an integrated approach to

help prepare companies for their next phase of growth

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Team – key members

Vice President of Rubicon Partners CF

• Graduated

from University

• f

Gdańsk, International Finance and Banking as well as Accounting and Finance

• Specialized in VC investments (including seed and

startup) as well as in M&A transactions and funds acquisitions

Paweł Skórka Marcin Prokopiuk

• Graduated from Warsaw School of Economics

(finance and accounting)

• Specialized in M&A transactions and funds

acquisitions

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• Graduated from Warsaw School of Economics
• Specialized in M&A and private capital market

transactions including private equity; with extensive experience in restructuring and investment management

Elżbieta Kujawa Michał Chabowski Krzysztof Czaplicki

• Graduated from Warsaw School of Economics

(corporate finance and investment banking)

• Specialized in M&A, IPOs, corporate finance, VC

(including seed and startup) and financial modelling

• Graduated from UWM (Biotechnology) and

Warsaw School of Economics

• Specialized in technology companies evaluation,

and VC (including seed and startup)

Member of the Mgmt Board of RP Ventures CEO of R Ventures I Rubicon Partners Ventures Fund Manager Partner, Member of the Management Board of Rubicon Partners, CEO of RP CF and RP Ventures

• Graduated

from Maria Curie-Skłodowska University in Lublin, Master of Law, PhD in Economics, Licensed Securities Broker

• Specialized in public offerings, private placement

transactions, valuation and investment projects

Grzegorz Golec Piotr Karmelita Grzegorz Kubica

• Graduated from Poznan University of Economics
• Specialized in public offerings, private placement

and M&A transactions, evaluation of investment projects and financial restructuring

• Graduated from University of Economics in

Katowice, Department of Management

• Specialized in M&A, Investor Relations and

preparation of public offerings

• In Rubicon Partners responsible for sale

Partner, Member of the Management Board of Rubicon Partners and Rubicon Partners CF Partner, Sales Manager

Stanisław Kozik

• Graduated from Warsaw School of Economics
• Specializes in M&A and other Corporate Finance

related projects

Broad business contacts and international experience

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 Rubicon Partners is one of the members of “PANGEA” – a global network of corporate finance and M&A

• advisers. Currently, the network is comprised of several affiliated companies operating through 60 offices in 10

strategic locations worldwide. Thanks to this alliance, Rubicon Partners is able to provide the access to international investors and investment targets for its Clients.

About us Experience Team

Why Rubicon Partners

• We facilitate the implementation of strategic projects
• Customized approach to every Client and every

transaction – we look for innovative, unconventional solutions and our services are always tailor-made

• We provide services using all available capital markets

instruments

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Rubicon Partners

 Rubicon Partners is an independent investment banking boutique dedicated for Polish and international Clients

• Partner for both experienced and new entrepreneurs, as well as for financial and strategic investors
• Supporting innovative startups from ideas to market success, with focus on value adding activities
• Building long-term, mutually beneficial business relationships
• Understanding capital markets and their participants
• Ability to create and execute transactions

 Well-respected finance group, Authorised Adviser on NewConnect and Catalyst markets, frequently recognised and awarded by Warsaw Stock Exchange, as well as in independent rankings  One of the largest and most experienced corporate finance teams among Polish investment boutiques – determined team with entrepreneurial approach, executing successful projects for nearly 20 years  Extensive network of contacts and comprehensive experience in investing in the Central and Eastern Europe (CEE), Commonwealth of Independent States (CIS) and Middle East and African (MEA) regions  84 transactions with a market value of over PLN 2.6bn closed since 2008

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