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www.One51.com
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Shareholder Presentation June 2013 www.One51.com Forward Looking - - PDF document
Shareholder Presentation June 2013 www.One51.com Forward Looking - - PDF document
Shareholder Presentation June 2013 www.One51.com Forward Looking Statements This presentation contains forward looking statements which reflect managements current views and estimates These forward looking statements involve certain risks
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Performance Summary 4 Group Overview 6 Plastic Injection Moulding 11 Environmental Services 13 NTR plc 17 Financial Update 20 Future Strategy 24 Corporate Information 28 Table of Contents
Shareholder Presentation
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www.One51.com
Section 1
Performance Summary
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5 Building a stable platform for future development Portfolio Rationalisation Change Management Performance Improvement Strategic Optimisation Value Restoration 2015 2011 2012 2013 2014
Performance Summary
Specific actions taken Portfolio Rationalisation Plastic extrusion businesses sold (Enplast and Foamalite). Non-core investments divested, including:
- ICG plc, IFG plc, Thirdforce plc, Island Renewable Energy Ltd
Loss-making UK materials recycling business closed. Change Management and Performance Improvement Irish Metals Recycling business completely restructured, including:
- Introducing new management
- Improving site coordination
Metals Recycling business in Northern England overhauled:
- New leadership team in place
UK Hazardous Waste Management business reorganised. Group cost base cut:
- Reducing annualised overhead by circa €5 million
- Central headcount reduced by circa 50%
Capital Structure Reducing debt by €57.5 million. Banking facilities extended to December 2014. Strategic Optimisation Opportunities for future growth identified.
Despite challenging economic environment, significant progress made in first stage of multi-year turn around programme
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www.One51.com
Section 2
Group Overview
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7 History
Historic Overview
One51 was spun off from IAWS Ltd in 2005. The Group undertook 23 acquisitions between 2006 and 2008
'Spun-off' from Irish Agricultural Wholesale Society Ltd Share placing undertaken – raised €150m Listed on Grey Market Undertook 8 acquisitions – cost c. €140m Formed Moonduster Consortium with view to making offer to acquire ICG plc Management team restructured 2 Year Action Plan 2011 focus on stabilisation of problem business units, deleveraging and future strategic direction Swiss WEEE business sold Moonduster confirms they will not be proceeding with an offer for ICG plc
2005 2006 2007 2008 2009 2010 2011 2012 2013
Took up full allocation in NTR rights issue Raised c. €165m via convertible loan notes Undertook 8 acquisitions – cost c. €270m Acquired 26.9% interest in Augean plc Undertook 7 acquisitions – cost c. €160m Two disposals undertaken NTR completes share buyback returning €67m to One51 Non core asset disposals €57.5m decrease in net debt Lending facilities extended to December 2014 Central costs significantly reduced New strategic initiatives being rolled out in Plastics and Environmental Services divisions Invest in two renewable energy start-ups: Pioneer Green Energy and Island Renewable Energy
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8 340 666 512 453 314 217 103 100 200 300 400 500 600 700 2006 2007 2008 2009 2010 2011 2012
Historic Performance
Net Assets (€m)
Decrease in the value of NTR investment accounts for almost half of the asset value write down since 2007
Write-downs Background High multiples and high levels of goodwill paid by One51 for acquisitions between 2006 to 2008. Cyclical downturn materially impacted these businesses in Ireland and UK resulting in significant write-downs. The decrease in the value of NTR (€266 million) represents almost half
- f total asset value write downs to date (€563 million).
2012 2012 exceptional items of €117 million includes:
- Non-cash impairment to goodwill and intangible assets of
€80.9 million (2011: €105.4 million)
- Impairment charges to investment property and tangible assets
- f €20.5 million (2011: €11.4 million)
Following write-downs, Group tangible net asset value €69.2 million (€0.55 per share).
- NTR represents €53.1 million of tangible net asset value (€0.42
per share)
1. Net assets of €102.6 million at 31 December 2012 comprising of €69.2 million tangible net assets, plus €33.4 million of goodwill and intangible assets. 2. Net Asset Value (NAV) calculation includes €12.6 million of convertible loan notes (CLNs) held in equity. 3. 124,794,455 shares in issue, plus 4,995,994 options over ordinary shares at an exercise price of €0.20 per share expiring December 2019. Diluted ordinary shares: 130,205,735.
- c. €563 million cumulative
asset value write down
- NTR: €266 million
- Goodwill
- Non-core asset sales
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9 Portfolio Structure
Group Summary
Flat Organisational Management
One51 has narrowed its focus to those businesses offering the best opportunities for future growth
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2012 Earnings Mix
Revenue – by activity *
67% of combined EBITDA from Plastic Injection Moulding and ClearCircle Environmental generated in the UK
Revenue – by geography * EBITDA – by activity * EBITDA – by geography * UK 60% Ireland 39% China 1% UK 67% Ireland 32% China 1% Metals Recycling 52% Hazardous Waste Management 12% Materials Recycling 3% Plastic Injection Moulding 33% Metals Recycling 22% Hazardous Waste Management 23% Materials Recycling 6% Plastic Injection Moulding 49%
* Revenue/EBITDA from Plastic Injection Moulding division and ClearCircle Environmental
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www.One51.com
Section 3
Plastic Injection Moulding
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Plastic Injection Moulding
Supported by strong IP, the Plastic Injection Moulding businesses are performing well in their respective markets
Financial Performance (€m) Shareholder profile
8 19 39 56 63 87 90 1 2 3 4 5 6 7 8 9 10 20 30 40 50 60 70 80 90 100 2006 2007 2008 2009 2010 2011 2012 EBITDA Revenue Revenue (UK, IRL & CHN) EBITDA Ireland (incl. CHN) EBITDA UK
Principal Operations
Supported by satellite facility Shanghai, China
Business Country Summary Ireland Producing bespoke high-volume components for IT, pharmaceutical, agricultural and decorative coatings industries China Primary activity is the manufacture of components for IT industry multinationals Thormac Engineering Ireland Custom plastics, injection moulding contract manufacturer Leading UK supplier of non-automotive plastic parts Blue-chip customer base supplying products including:
- Specialist trays
- Plastic chairs
- Piping and conduit parts
Circa 80% of revenue derived from the sale of wheeled bins Customers include local authorities and private waste collectors Primary activity is the manufacture of paint cans for global decorative coatings producers Leading paint can technology Protech Performance Plastics Protech Plastics Containers UK AAC Plastics MGB Plastics UK UK UK
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www.One51.com
Section 4
Environmental Services
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ClearCircle Environmental
Focused on Metals Recycling and Hazardous Waste Management, both in the UK and Ireland
Historic Operating Unit Revenues (€m) ClearCircle Environmental’s principal operations Operating Unit Business Country Summary Broad service offering Experienced team with proven entrepreneurial approach New UK team recently appointed Cross pollination opportunities with Rilta Metals Ireland Ireland Potential tie in with Rilta for Total Waste Management (TWM) customer solutions New UK (North) team recently appointed Preferred aluminium can supplier Smith Metals Potential for market share growth Ampthill Metals UK (South) Proven ability to defend market position Materials Recycling Glassdon and Techrec NI Strong market position in glass and end of life refrigerator recycling Metals Recycling Hazardous Waste Management Future Industrial Services Ireland UK Howarth Metals and Howcan UK (North) Rilta Environmental 20 40 60 80 100 120 Metals IRL Metals UK Hazardous IRL Hazardous UK Materials NI 2009 2010 2011 2012
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ClearCircle Environmental
Metals Recycling and Hazardous Waste Management offer synergies and cyclical upside potential
Typical sources of scrap metal volume in Ireland since 2010 ClearCircle Environmental Metals Ireland Tonnes Sold
46 94 244 139 203 234 182 5 10 15 20 25 30 35 50 100 150 200 250 300 2006 2007 2008 2009 2010 2011 2012 EBITDA Revenue Revenue (UK & Irl) EBITDA Ireland EBITDA UK
Historic Financial Performance (€m) Historic ClearCircle Environmental EBITDA Generation 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2009 2010 2011 2012 Materials NI Hazardous UK Hazardous IRL Metals UK Metals IRL 50,000 100,000 150,000 200,000 250,000 300,000 2009 2010 2011 2012 Nonferrous Ferrous Construction and Demolition Waste 50% End of Life Vehicles 24% Municipal Waste 21% Packaging waste 5%
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Augean plc
One51 owns 17.6% of Augean plc (AUG LN)
Business Overview Locations Financial Performance Share Register December 2012 Division Waste type Activity Land Resources Asbestos and soils Hazardous waste to landfill Fly Ash and Air Pollution Control Residues (Very) Low-Level Radioactive Waste Mineral extraction Waste Network All wastes Hazardous waste logistics Chemicals and management Oil and Gas Services Oil slops and sludges Industrial cleaning and recovery Filters and rags North Sea Services Drill cuttings and rig waste Waste services for Boat cleaning and slops North Sea operators One51’s total Augean plc write-down recognised since investment: €34.1 million Augean plc share price (£) * 0.33 Number of shares in issue (m) * 99.7 Market cap (£’m) * 32.9 Net Debt/(Cash) (£’m) * 6.1 Augean plc Enterprise Value (£’m) * 39.0 12 Months Ending December (£’m) 2011 2012 Augean plc Turnover 31.3 36.8 Augean plc EBITDA 6.5 6.3
* Data as at 13 June 2013, except Net Debt / (Cash) which is as at Year End December 2012
Ingot Capital 20% One51 18% Henderson 9% Harwood Capital 7% Aviva 7% Other 39%
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www.One51.com
Section 5
NTR plc
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NTR plc
Recent Developments Financial Performance Share Register at 26 July 2012 2012 March: Wind Capital Group shareholding increased from 62% to 97%. June: Alan Walsh (CEO, One51) appointed to the NTR board. August: Greenstar Ireland placed into receivership. October: 201MW Wind Capital Group Post Rock wind farm commences operations. 2013 January: Sale of Greenstar North America announced. February: Michael McNicholas resigns as CEO of NTR. April: Rosheen McGuckian Appointed CEO of NTR plc. Share Price Performance * (Euros)
One51 is NTR’s second largest shareholder, controlling 23.7% (c. 48.7 million shares)
NTR plc share price (€) * 0.48 12 Month high / low (€) * 0.25 / 0.65 Number of shares in issue (m) * 205.8 NTR plc Market cap (€’m) * 99.8 12 Months Ending March (€’m) 2011 2012 NTR plc Turnover 329.4 327.0 NTR plc EBITDA 8.7 17.4
* Data as at 13 June 2013
500 1,000 1,500 2,000 2,500 3,000 3,500 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 01/03/07 01/09/08 01/03/10 01/09/11 01/03/13 Volume ( '000s) Price (€) Dreamport Limited ¹ 38% One51 24% Other 38% ¹ Dreamport Limited is a wholly owned subsidiary of Woodford Capital Limited. Tom
Roche and his family have voting control over Woodford Capital Limited.
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19 Cash received by NTR from Greenstar LLC disposal 10 20 30 40 50 60 Current Market Cap (€0.48 per share) One51 Fair Value Estimate (€1.09 per share)
NTR plc
Recent Developments Wind Capital Group’s Key Assets Celtic Anglian Water NTR holds a c. 38.5% interest in Celtic Anglian Water. CAW operates and maintains the Ringsend Wastewater Treatment Plant for Dublin City Council. It also operates drinking water and wastewater treatment facilities for other towns including Sligo and Waterford. National Toll Roads An Irish toll road concessionaire and holds a 33.3% joint venture interest in Celtic Roads Group’s Waterford and Portlaoise toll concessions. NTR’s Other principal assets Grey market structure, together with concentration of shareholders, likely impedes market recognition of underlying asset value in NTR. At 31 December 2012, One51’s fair value for NTR was €1.09 per
- share. This values the Group’s investment in NTR at €53.1 million
(€0.42 per One51 share). Valuation represents an increase of €4.3 million on previous year, primarily reflecting increase in NTR’s value following sale of Greenstar North America in early 2013. NTR expects proceeds of approximately €95 million in 2013 regarding Greenstar North America, plus it has the potential to earn a further €30 million by 2018, under an “earn-out” arrangement. Following this disposal, NTR is in a significant positive cash position. One51 anticipates that NTR will make a material distribution to shareholders by the end of 2013. Valuation of One51’s NTR Shareholding (€m )
Significant value upside potential from current share price, though unlisted structure inhibits liquidity
Data as at 13 June 2013
One51’s estimated fair value of NTR’s Portfolio Balance
Market cap of One51 stake in NTR as at 13 June 2013 (€0.48 per share), relative to fair value estimate of €1.09 per share as per One51 2012 Annual Report.
Project Location Missouri Kansas Oklahoma Status Operational Operational Pre Construction Completion Date May 2010 October 2012 July 2014 Mega Watts (MW) 150 201 150
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Section 5
Financial Update
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2012 Profit and Loss Account
Trading conditions continued to be difficult during the year. Exceptional charges of €117.0 million were incurred
Commentary Consolidated Profit and Loss Account Earnings from operations were disappointing, although direct year-on- year comparisons are affected by on-going changes to One51’s portfolio. Environmental Services and Food divisions both experienced declines in operating performance in 2012, versus the previous 12 months. Strong performance by the Plastic Injection Moulding division. This division continues to grow EBITDA, and now represents a significant portion of Group earnings. High levels of cyclicality inherent in many of the Group's operating businesses particularly within the Environmental Services division. One51 recognised a non-cash impairment to goodwill and intangible assets of €80.9 million in the year, which together with other exceptional charges, resulted in a loss after tax for the financial year of €116.1 million. 2012 2011 € m € m Group turnover 345.9 421.8 EBITDA before exceptional items 18.2 36.6 EBIT before exceptional items 5.0 20.7 Net interest payable (7.0) (9.7) Pre tax (loss)/profit for the year before exceptional items (2.0) 10.9 Tax on (loss)/profit on ordinary activities before exceptional items 1.4 (0.9) Net income before exceptional items (0.6) 10.1 Exceptional items - operating ¹ (104.1) (123.5) Exceptional items - joint venture ² (2.0) 0.8 Exceptional items - non operating ³ (10.9) 2.0 Tax on exceptional items 1.6 1.1 (115.5) (119.7) Loss on ordinary activities after tax (116.1) (109.6)
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Non-cash impairment charges on goodwill and intangible assets of €80.9 million, non- quoted investments impairment charge of €1.4 million, investment property and tangible asset impairment charge of €20.5 million and €6.7 million in redundancy and other costs, partially offset by €5.4 million reversal of previous impairment charges regarding quoted investments.
2.
Impairment charge of €2.0 million recognised in respect of Greenore Port.
3.
Realised gains/(losses) on sale of assets/investments and gains on disposal of
- subsidiaries. Provision costs for termination of activities of a subsidiary are also included.
EBIT (before exceptional items) (€m) 5 10 15 20 25 30 35 40 2007 2008 2009 2010 2011 2012 Dividend income received Operating EBIT
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2012 Balance Sheet
Material write-downs in goodwill and other asset impairments significantly impacted Group Net Asset Value (NAV) in 2012
Commentary Consolidated Balance Sheet The value of NTR at €53.1 million represents 59% of Group tangible net assets. Disposal of ICG and IFG shareholdings decreased financial fixed assets during the period. Tangible Net Asset Value has decreased from €0.91 per share in 2011, to €0.55 per share in 2012. The previous committed facilities were due to expire at 31 December 2012 and have therefore been included with current liabilities on the Group balance sheet. Goodwill versus Other Assets in terms of NAV per share (€) 0.00 1.00 2.00 3.00 4.00 5.00 6.00 2007 2008 2009 2010 2011 2012 Goodwill Other assets (net) Share price (EOY) 2012 2011 € m € m Fixed assets Goodwill 33.3 102.5 Tangible assets 75.4 118.3 Other 1.2 3.4 Financial fixed assets
- NTR
53.1 48.7
- Other
20.5 73.6 76.0 124.7 183.5 348.9 Current assets 71.3 103.6 Total assets 254.8 452.5 Creditors: amounts falling due < 1 yr (147.6) (71.4) Creditors: amounts falling due after > 1 yr (0.9) (159.6) Provisions for liabilities (2.1) (3.6) Net assets excluding pension liabilities 104.2 217.9 Pension liabilities (1.6) (0.8) Net assets 102.6 217.1 Further information Issued ordinary shares (m) 124.8 124.8 Options over ordinary shares (m) 5.0 0.0 Diluted ordinary shares 129.8 124.8 NAV (cent per share) ¹ 0.72 1.64 Diluted NAV (cent per share) ¹ 0.69 1.64 Tangible NAV (cent per share) ² 0.55 0.91 Diluted tangible NAV (cent per share) ² 0.53 0.91
¹ Excludes €12.6m included in Equity relating to Convertible Loan Notes ² Includes €12.6m included in Equity relating to Convertible Loan Notes Other assets (net) = Total Net Assets - Goodwill
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Net Debt
Banking syndicate have agreed new lending facilities to December 2014
Commentary Net Debt (€m) The Group is primarily funded by committed bank facilities. In line with the One51 Action Plan outlined in 2011, the Group has successfully decreased net debt by 39.2% to €88.9 million as at December 2012 (2011: €146.4 million). Net debt at period to end May 2013: €82.0 million (unaudited). Further debt reduction measures are planned for 2013. One51 has agreed with its existing syndicate of six banks to extend a €115 million banking facility out to 31 December 2014. 45 114 213 164 147 146 89 50 100 150 200 250 2006 2007 2008 2009 2010 2011 2012
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Section 6
Future Strategy
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Specific actions taken over the past 12 months include: Restructuring the Irish Metals Recycling business, including introducing new management and improving site coordination. Overhauling the Metals Recycling business in northern England, including the appointment of a new management team. Reorganising the UK Hazardous Waste Management business. Rationalising Group cost base - annualised overhead saving of circa €5 million, reduction of central headcount by circa 50%. Closing the loss-making UK Materials Recycling business. Divesting of the plastic extrusion businesses. Disposing of investments, including ICG plc, IFG plc, Thirdforce plc and Island Renewable Energy Ltd. Reducing debt by €57.5 million. Extending banking facilities to December 2014. Identifying opportunities for future growth.
Paying down debt, stabilising businesses and focusing the portfolio - necessary steps towards future value creation
Future Strategy
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Future Strategy
Division Highlights Plastic Injection Moulding
- By focusing on customers' needs, the business has developed deep relationships with
multinational clients, where supporting customer led innovation is a priority.
- Significant growth opportunities exist with industry leading paint can technology.
- Exploitation of these opportunities and fulfilment of scheduled customer expansion plans will
be a priority of the business.
- Considerable expansion opportunities also exist with the manufacturing of products for the
technology, pharmaceutical and agricultural industries. ClearCircle Environmental – Hazardous Waste Management
- Market leading Irish business with consistent healthy margins.
- Rilta has proven to be highly innovative in its approach, despite an extremely difficult domestic
market.
- Irish operations well positioned to win future opportunities associated with offshore exploration.
- Strategic position in UK market with newly installed, experienced management team.
- Significant UK hazardous waste opportunities identified over the next 24 months.
- Potential for development of integrated Hazardous Waste Management operator across both
geographies. ClearCircle Environmental – Metals Recycling
- UK businesses emerging from cyclical lows and showing recovery potential.
- Metals Ireland is geographically well positioned to win future industrial decommissioning work
expected over the next 24 months.
- Potential for Total Waste Management solution offering in conjunction with Hazardous Waste
Management businesses. Investments
- Wind Capital Group is NTR’s principal operating asset.
- Significant cash surplus following Greenstar LLC disposal.
- NTR share price value upside potential.
- Scarcity value in Augean’s hazardous landfill portfolio.
Well defined growth strategies in place across all divisions
Metals Ireland
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Operating Businesses Plastic Injection Moulding – Manufacturing containers for the decorative coatings industry: plans to increase the geographic scope advancing. – Continue to serve customers in the agricultural, pharmaceutical and computer components industries. Focusing on customers' needs. Developing deep relationships with multinational clients. Supporting customer led innovation. ClearCircle Environmental – Focused on Metals Recycling and Hazardous Waste Management, both in the UK and Ireland. – Pro-cyclical businesses dependent on upturn in macro economy. Exploiting synergies and economies of scale. Securing new customers and markets. Cost control and margin management. Group Further significant deleveraging measures planned over next 12 months Actively exploring options regarding financial resources required to fund certain new growth initiatives Investments Proactive management of key investments to maximise shareholder value over the medium term
One51 has narrowed its focus to those businesses offering the best opportunities for future growth
Future Strategy
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28 Non-Executive Chairman Denis Cregan Executive Directors Alan Walsh (CEO) Pat Dalton (CFO) Company Secretary Susan Holburn Non-Executive Directors Paul Carroll Noel Cawley Rose Hynes Guy Hallifax David Martin Geoff Meagher Bankers Allied Irish Banks plc Bank of Ireland Group plc Bank of Scotland plc KBC Ireland plc Rabobank Ireland plc Ulster Bank Ireland Ltd Auditor KPMG, Chartered Accountants
Corporate Information
Information for Shareholders
Board of Directors and other information The following stockbrokers currently administer ‘grey’ market transactions for One Fifty One plc : Davy 49 Dawson Street Dublin 2 T: +353 (0)1 679 7788 E: csu@davy.ie Investec 2 Harcourt Street Dublin 2 T: +353 (0) 1 421 0000 E: info@investec.ie Share Registrars Computershare T: +353 (0)1 447 5526 Investor Relations One Fifty One plc 151 Thomas Street Dublin 8 T: +353 (0)1 612-1151 E: ir@one51.com Share Related Services