Stellar Capital Partners Limited Results: Year ended 30 November - - PowerPoint PPT Presentation
Stellar Capital Partners Limited Results: Year ended 30 November - - PowerPoint PPT Presentation
Stellar Capital Partners Limited Results: Year ended 30 November 2016 Forward-looking statements and disclaimer This presentation contains certain forward-looking statements. These forward-looking statements are based on current information and
Forward-looking statements and disclaimer
This presentation contains certain forward-looking statements. These forward-looking statements are based on current information and expectations, and involve a number or risks and uncertainties. Although Stellar Capital believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to changes in economic and market conditions, changes in regulatory environment, fluctuations in security prices and exchange rates, and business and operational risk management. Stellar Capital is under no obligation to update these statements once it has been posted or released. The information contained herein is provided for general information purposes only. This information does not constitute a solicitation, recommendation, guidance or proposal, and the service provided is not intended nor does it constitute financial, tax, legal, investment or
- ther advice.
Whilst reasonable steps are taken to ensure the accuracy and integrity of information contained herein, Stellar Capital accepts no liability
- r responsibility whatsoever if any information is, for whatever reason, incorrect. Stellar Capital further accepts no responsibility for any
loss or damage that may arise from reliance on information contained herein. 2
- Stellar Capital Partners Limited (“Stellar Capital”, “the Company”, “us”, “we”) is a JSE Main Board listed investment holding
company (JSE ticker: SCP)
- Stellar Capital’s R2.5bn asset base comprises 6 financial services investments, 3 industrial investments and 2 disruptive
technology investments
- At establishment, in order to build scale and introduce Dr Christo Wiese as an anchor shareholder, we acquired various non-
core assets from the Wiese family in exchange for new Stellar Capital shares
- Stellar Capital has now successfully exited these initial non-core investments, raised new capital and repositioned the portfolio
with a strong focus on cash generative, annuity-based business within the financial services portfolio and Amecor (Industrials). The remaining industrial investments, Torre Industries and Tellumat, provide considerable upside potential to the portfolio as the economy recovers
- The transition of the portfolio from the legacy asset base to the current portfolio of financial services and industrial assets,
provides Stellar Capital with a more focussed investment strategy
- The Company’s focus remains to build out each investment in the portfolio through a combination of organic and inorganic
- initiatives. We want to develop each asset such that it:
- has scale in terms of its profitability and business activities; and
- is a quality asset in terms of its management team, its ability to generate cash and its growth prospects
About us
3
Significant milestones
4
SCP team conducted an extensive investigation into the performance and viability of struggling ICT group, ConvergeNet Holdings Limited, and commenced a process to dispose of all operating subsidiaries and close the head office SCP team identified an
- pportunity to convert
the cash-shell into an investment holding company by consolidating a number
- f sub-scale and illiquid
assets held by Christo Wiese and other vendors Stellar Capital was
- fficially established in
January 2015 with a portfolio investment value of R532m In November 2015, R1bn was raised by way of a rights issue and convertible preference share issue A process was initiated to liquidate the remaining non-core assets, build the core assets and focus the portfolio on annuity income businesses, with a dual focus on the industrial and financial services sectors 2013 2014 2015 NAV: R0,22bn NAV: R0,19bn NAV: R1,88bn
Significant milestones (cont.)
5
Establishment of Stellar Credit, fund manager of Stellar Specialised Lending and the Inyosi Supplier Development and Enterprise Development Funds Partnered with Masimong Technologies and completed a 51.1% BEE transaction for Tellumat Launched a mandatory offer for Torre Industries at a NAV accretive valuation and acquired outright control of this key asset Announced the acquisition of a strategic investment in Prescient Holdings Completed the acquisition of Amecor 2016 NAV: R1,77bn
Investment strategy
- Stellar Capital’s investment strategy is to:
- develop a scalable portfolio of strategic or controlling interests in high quality companies operating in the
financial services and industrial sectors;
- apply a hands-on investment approach, in order to assist management teams and to provide strategic input,
without assuming direct operational responsibility; and
- apply a flexible investment approach relating to the timing and duration of investments
- Stellar Capital’s investment focus is to:
- hold a combination of strategic and controlling equity investments for capital growth as its primary objective;
and
- earn high levels of current income from dividends and a credit investment portfolio as a secondary objective
- Stellar Capital’s geographic exposure comprises:
- Stellar Capital has initially invested in South African based investments with focused international operations,
but over time intends to invest in foreign based investments which may or may not have established
- perations within South Africa
6
Investment strategy (cont.)
- Quantitative and qualitative targets:
- We seek a minimum 15% p.a return on NAV over any rolling three year period. The re-weighting of the
portfolio into financial services and annuity-based industrial assets during 2016 and 2017 should enable consistent attainment of this target going forward
- We run the portfolio with a lean recurring cost base in relation to NAV, which even at the current relatively
small size, has been achieved since establishment at less than 1% of NAV
- We will have an active dividend policy that supports both the business strategy and optimal shareholder
returns
7
Investment portfolio – Financial Services
Specialty Finance Investment Management
8
Financial Services
100% 100% 60% 50% Up to 49,9% 100% Investment: Up to R713 million (pending) Local AUM of R77 billion, AUA
- f R83 billion,
- ffshore AUA of
€673 million Strongly cash generative with annuity income profile Investment: R457,8 million at 30 November 2016 Return: R80,2 million interest and dividends (annualised post tax yield of 16%) Reduced to R300m post reporting date Investment: R7,9 million at 30 November 2016 Third party AUM: R300 million in SSL and R160 million in Inyosi Strategy to build to R1 billion+ third party AUM
- ver 24 months
Investment: R29,6 million at 30 November 2016 (equity) Efficiency measures yielding results, capital structure under review Significant IT spend to enhance capabilities Investment: R5,7 million at 30 November 2016 (equity) Loan book at R38,5 million yielding 22% per annum Strategy to grow to R100 million+ book over next 18 months Investment: R89,4 million at 30 November 2016 Valuation underpinned by liquid NAV Stable investment team and significantly improved investment performance Platform for alternative investment products
Investment: R239,2 million at 30 November 2016 (equity and pref) Experienced significant execution delays in FY16 exacerbated by halt of government set- top box migration resulting in EBITDA R17,1 million (R2015: R34.9 million) Strong EBITDA contribution by Air Traffic Management
Investment portfolio – Industrials and Disruptive Opportunities
9
Industrials Disruptive
55,62% 100% 48,9% 2% 2% Investment: R709,4 million at 30 November 2016 Highly accretive disposal of Kanu Equipment Trading improving, albeit off a low
- base. Outcome of
strategic review pending Investment: R359,7 million at 30 November 2016 Normalised EBITDA exceeded budget by 19% (H1 FY2017) Strong cash flow generation, ungeared capital structure Significant annuity revenue base, low working capital requirement
Stellar Specialised Lending is a fund that focusses on direct lending opportunities to listed and unlisted
- corporates. With the ability to invest across the capital structure and a typical loan size of between
R50m – R200m Stellar Specialised Lending currently has over R600m in invested loan assets Stellar Credit is a subsidiary of Stellar Capital Partners Limited. A licensed Financial Services Provider, Stellar Credit manages two direct lending funds, namely Stellar Specialised Lending and Inyosi Finance. Inyosi Finance is a provider of debt funding to Black owned SMME’s in South Africa Praxis is a leading provider of short term finance to the panel beating industry which provides a unique
- ffering to address motor body repairers’ (“MBRs”) working capital needs. The business is currently
financing approximately 2,000 MBR jobs per month. The company’s proprietary information technology platform is being expanded to facilitate seamless interaction between MBRs, parts suppliers and insurers within the industry to drive its ultimate strategy to institutionalise the R25bn annual MBR funding market in South Africa IE Rentals is a specialised ICT Asset Finance Solutions company providing finance solutions to businesses in acquiring critical technology infrastructure via customized rental solutions All equipment is maintained and serviced by Integrated Equipment IT through dedicated maintenance and support agreements over 36, 48 or 60 months.
Portfolio operational performance
10
Specialty Finance
Portfolio operational performance (cont.)
11
Investment Management
The significant units of Prescient’s financial services operations, comprise: Investment management Prescient Investment Management manages money (> R70bn) on behalf of retirement funds, medical aid schemes, other retirement vehicles and corporate entities, trusts and individuals. Securities Prescient Securities operates in a competitive stock broking market and offers efficient trade and execution services as well as a diverse research competency. Fund services Prescient Fund Services (PFS) is a wholly-owned subsidiary of Prescient that offers specialist outsourced administration (including hedge fund administration), platform services and global execution services to asset managers, multi-managers and other institutional investment providers. Current third party assets under administration exceed R60bn. Life and Manco Prescient Life holds a linked life licence under which it issues investment linked policies to institutional and retail clients. Prescient Management Company offers collective investment schemes (unit trusts) to retail and institutional clients who wish to access Prescient Investment Management's distinctive investment style and philosophy through an efficient vehicle. China Prescient Investment Management has a representative office in Shanghai and was the first institution in Africa to be granted a Qualified Foreign Institutional Investor license by the Chinese authorities.
Portfolio operational performance (cont.)
12
Investment Management
- The operations of Cadiz currently comprise the asset management business, the Life company and a
management company
- Since the appointment of Shawn Stockigt as CEO, the investment and fixed income teams, under leadership
- f Matt Brenzel and Alastair Sellick respectively, have stabilised and delivered consistent top-quartile
results:
South African EQ General 3 months Quartile Rank 1 year Quartile Rank 3 years Quartile Rank Ashburton Enhanced Value SA Tracker A 10.23% 1 1 * * * * PSG Equity A 9.48% 1 2 33.64% 1 3 10.32% 1 16 RECM Equity B 9.34% 1 3 53.17% 1 2 * * Element Islamic Equity A 9.16% 1 4 21.96% 1 15 0.86% 4 118 Kagiso Islamic Equity A 8.90% 1 5 27.05% 1 8 5.66% 3 85 Cadiz Mastermind A 8.76% 1 6 12.60% 1 35 1.31% 4 116 Median 2.77% 7.46% 7.20% ABSOLUTE YIELD 3 months Quartile Rank 1 year Quartile Rank 3 years Quartile Rank Bridge High Income A 3.50% 1 1 11.87% 1 3 8.32% 1 8 Element Specialist lncome A 3.49% 1 2 12.81% 1 2 6.50% 4 43 Truffle MET Income Plus A 2.80% 1 3 * * * * Investec Absolute Balanced A 2.67% 1 4 8.30% 3 39 5.70% 4 49 Cadiz Absolute Yield A 2.66% 1 5 9.51% 1 10 6.88% 4 41 Median 1.91% 8.35% 7.28% ABSOLUTE RETURN 3 months Quartile Rank 1 year Quartile Rank 3 years Quartile Rank MET Flexible FoF A 10.68% 1 1 13.51% 1 7 1.83% 4 54 Flagship IP Flexible Value A1 9.31% 1 2 42.33% 1 1 10.58% 1 9 ClucasGray Future Titans Prescient A1 8.94% 1 3 3.36% 3 41 2.60% 4 52 Centaur BCI Flexible A 6.92% 1 4 17.96% 1 5 14.76% 1 1 MET Target Return A 6.55% 1 5 25.18% 1 2
- 16.20%
4 57 PSG Flexible 5.65% 1 6 21.83% 1 3 11.49% 1 7 Cadiz Equity Ladder A 5.56% 1 7 10.75% 1 12
- 0.32%
4 56 Cadiz Inflation Plus 5.22% 1 8 8.12% 2 22 5.08% 3 42 Median 2.12% 6.43% 6.82% Source: Morningstar January 2017
Portfolio operational performance (cont.)
13
Investment Management
- Since the appointment of Shawn Stockigt as CEO, the investment and fixed income teams, under leadership
- f Matt Brenzel and Alastair Sellick respectively, have stabilised and delivered consistent top-quartile
results:
MA HIGH EQUITY 3 months Quartile Rank 1 year Quartile Rank 3 years Quartile Rank Element Islamic Balanced A 9.29% 1 1 18.03% 1 2 4.58% 4 94 Cadiz Managed Flexible A 6.06% 1 2 10.08% 1 16 4.23% 4 99 Median 2.46% 5.53% 7.27% MA LOW EQUITY 3 months Quartile Rank 1 year Quartile Rank 3 years Quartile Rank MET Defensive FoF A 7.70% 1 1 13.69% 1 3 4.23% 4 91 Bridge Stable Growth A 4.54% 1 2 13.73% 1 2 11.59% 1 1 Element Real Income A 4.27% 1 3 11.58% 1 5 5.10% 4 86 Cadiz Stable A 4.03% 1 4 7.80% 1 18 5.68% 4 80 Median 1.85% 5.34% 7.05% Retail Money Market 3 months Quartile Rank 1 year Quartile Rank 3 years Quartile Rank Momentum MoM Money Market B4 2.74% 1 1 8.61% 1 1 7.36% 1 1 BCI Money Market A 2.05% 1 2 7.97% 1 3 6.69% 2 11 Sygnia Money Market A 2.01% 1 3 * * * * Coronation Money Market A 1.99% 1 4 7.81% 1 7 6.84% 2 8 Cadiz Money Market A 1.99% 1 5 7.92% 1 4 6.99% 1 2 Median 1.91% 7.62% 6.65% Source: Morningstar January 2017
Amalgamated Electronic Corporation Limited (“Amecor”) offers a range of exclusive technologies relating to security and electronics. Amecor’s core activities comprise of: FSK Electronics: The manufacture and supply of sophisticated security transmission technology and applications Sabre Radio Networks: A licensed Radio Frequency and GSM global network for data transmission and off site equipment and /or security control
Portfolio operational performance (cont.)
14
Industrials
Torre Industries Ltd is an African industrial group which is listed on the JSE. Torre provides equipment and machinery, auto parts and support services to its customers in selected high growth markets in the industrial sectors across Africa. These sectors include but are not limited to the agricultural, automotive, construction, earthmoving, engineering, mining, manufacturing, and condition monitoring industries. Torre Industries’ core business is the value added sale and rental of branded capital equipment and machinery, the distribution of high quality parts and components, the delivery of critical support services and the provision of financing solutions which are needed to support our customer’s expansion programmes. Tellumat offers world-class, progressive technology products, custom solutions and services. As leaders in electronic technology in the telecommunications, defence, transport and energy industries, it serves South Africa and select world markets.
Sum-of-the-parts
15 R'000 Audited as at 30 November 2016 % Unaudited as at 31 May 2016 % Audited as at 30 November 2015 % Financial Services Cadiz Holdings (Pty) Ltd 89,362 4% 240,643 12% 134,390 6% Praxis Financial Services (Pty) Ltd ¥ 139,621 6% 133,997 7% 40,000 2% Integrated Equipment Rentals (Pty) Ltd ¥ 51,384 2% 37,272 2% 23,417 1% Stellar Credit (Pty) Ltd 7,934 0% 2,500 0%
- 0%
Industrials Torre Industries Ltd 709,478 30% 493,879 25% 900,833 36% Amalgamated Electronic Corporation Ltd 359,708 16%
- 0%
- 0%
Tellumat (Pty) Ltd 239,182 10% 260,643 13% 100,119 4% Corporate Assets Cash and cash equivalents 382,854 16% 305,494 15% 797,760 32% Loan portfolio ¥ 302,119 13% 486,077 24% 73,602 3% Venture capital portfolio 30,299 1%
- 0%
- 0%
Financial assets 25,046 1% 31,500 2% 370,525 15% Other assets 13,107 1% 11,770 0% 32,631 1% Total assets 2,350,094 2,003,775 2,473,277 Preference share liability (565,652) (554,559) (548,478) Trade and other payables (15,829) (6,315) (42,778) Sum-of-the-parts value 1,768,613 1,442,901 1,882,021 Sum-of-the-parts value per share (Rand) 1.66 1.57 2.03 Sum-of-the-parts value per share post preference share conversion (Rand) 1.82 1.76 2.13
Portfolio weighting to financial services expected to significantly increase post investment in Prescient Significant movements comprise special dividend of excess capital from Cadiz, additional investment in Torre Industries, Amecor and reduction in SSL investment in anticipation of the Prescient transaction close
¥ Praxis Financial Services and Integrated Equipment Rentals valuations include amounts advanced by Stellar Specialised Lending as term debt in the amount
- f R109,9m and R45,6m respectively which amounts are not shown in the Loan portfolio line item
Valuation methodologies
16 Investments Valuation methodology Selected multiple Valuation (discount)/premium to 3 year trailing multiple Valuation (discount)/premium to spot multiple Financial Services Specialty Finance Stellar Specialised Lending Fund NAV N/A N/A N/A Stellar Credit Sustainable NPAT multiple 10.6
- 8%
- 26%
Praxis Financial Services Sustainable NPAT multiple 10.9
- 5%
- 24%
Integrated Equipment Rentals Sustainable NPAT multiple 10.9
- 5%
- 24%
Investment Management Cadiz Adjusted NAV N/A N/A N/A Industrials Torre Industries Quoted market price N/A N/A N/A Amecor EV/EBITDA multiple 7.1
- 3%
5% Tellumat EV/EBITDA multiple 6.2
- 15%
- 8%
Venture Capital LifeQ Cost N/A N/A N/A Tictrac Cost N/A N/A N/A
Condensed Statement of Comprehensive Income
17 R'000 Year ended 30 November 2016 Year ended 30 November 2015 Fair value adjustments (748,503) (21,334) Realised and unrealised fair value gains and losses (311,542) (21,334) Fair value losses resulting from capital distributions by portfolio companies (436,961)
- Dividend revenue
480,025 9 Capital distributions declared by portfolio companies 436,961
- Earnings distributions declared by portfolio companies
43,002 9 Other dividends received 62
- Interest revenue
98,188 24,308 Impairment of loan to portfolio company (2,289)
- Gross (loss)/ income from investments
(172,579) 2,983 Other income 8,870 7,356 Finance costs (71,543) (202) Net (loss)/income before operating expenses (235,252) 10,137 Management fee (11,129) (8,292) Operating expenses (15,837) (11,296) Transaction costs (21,306) (4,887) Impairments and loss on disposal of Consolidated Subsidiaries
- (15,108)
Loss before taxation (283,524) (29,446) Taxation (25,990) 1,505 Net loss from continuing operations (309,514) (27,941)
Fair value adjustments of R437m result from excess capital distributions (R232m SSL, R203m Cadiz, R2m Stellar Credit). Dividend revenue comprises the R437m capital distributions and earnings distributions of R43m (R33m SSL, R10m Torre Industries) Operating expenses include R21,3m non-recurring transaction costs Management fees are shown net of R7m recoveries for non-regulatory expenses incurred by Stellar Capital on behalf of Manco
Condensed Statement of Financial Position
18 R'000 As at 30 November 2016 As at 30 November 2015 Investments at fair value 1,929,087 1,149,368 Loans to portfolio companies 4,622 74,973 Other financial assets 25,046 444,127 Property, plant and equipment 1,108
- Deferred taxation
218 7,026 Trade and other receivables 7,159 23 Cash and cash equivalents 382,854 797,760 Total assets 2,350,094 2,473,277 Equity 1,768,613 1,882,021 Preference share liability 565,652 548,478 Current tax payable 900 204 Trade and other payables 14,929 42,574 Total liabilities 2,350,094 591,256
Cash and cash equivalents increased following reporting date from redemption
- f SSL investment in
anticipation of Prescient transaction
Condensed Statement of Cash Flows
19 R'000
Year ended Year ended
30 November 2016 30 November 2015 Net cash flows from operating activities and capital distributions received as dividends 318,712 45,458 Net cash flows from investing activities (747,458) (279,154) Net cash flows from financing activities 13,840 1,028,122 Total movement for the year (414,906) 794,426 Cash and cash equivalents at the beginning of the year 797,760 3,334 Cash and cash equivalents at the end of the year 382,854 797,760 Net cash flows from operating activities:
- Materially includes once-off distributions from SSL of R232 million and Cadiz R41 million
- Adjustments for non-cash items include R748 million fair value adjustments, R98 million interest revenue shown separately, R71m finance costs
shown separately and R166 million non-cash distributions Net cash flows from investing activities:
- Additional investments made in Amecor (R258 million), Tellumat (R167 million), Cadiz (R106 million), Stellar Credit (R5 million) and the venture capital
portfolio (R30 million)
- Net loan to SSL of R503m (capitalised to the equity investment)
- Return of R200m deposit; Goliath Gold proceeds of R47m; repayment of loan R34m; disposal of Cadiz funds of R43m received as dividend in specie
Net cash flows from financing activities:
- Includes rights issue proceeds of R89 million as well as cash outflows for the purchase of treasury shares of R21 million and preference share
payments of R54 million
Capital structure
20
- During November 2015, Stellar Capital raised R1 billion by way of a R400 million underwritten rights issue and R600 million
convertible preference share issue (“CPS”)
- The CPS terms are as follows:
- The CPS finance cost of R60 million per annum is currently, and for the foreseeable future, materially covered by the R300
million investment in the Stellar Specialised Lending fund which yields c. 16% pa
- A R225 million bridge loan, repayable on 30 June 2017, has been secured to fund a portion of Stellar Capital’s investment in
Prescient Holdings. The facility will be reduced to the extent that any Prescient Ltd shareholders elect the re-investment option
- n the transaction. The balance of the facility is anticipated to be repaid from a combination of additional special dividends
from Cadiz, Amecor and SSL
- Stellar Capital may engage in a limited share placement in the coming months in order to strengthen the balance sheet and
facilitate an increased BEE shareholding in the company. No immediate further capital raises are envisaged or required as SCP’s portfolio is forecast to generate sufficient cash flow to fund its planned investment requirements
- Proceeds from investment exits will be used to reduce preference share debt in the absence of any identified acquisition targets
at date of exit
Face value R600m Maturity 30 May 2019 Coupon 95% of Prime Payments Semi-annually Conversion price per share R2.78 Maximum number of shares to be issued on conversion 215.827 m
Strategic initiatives and outlook
21
- We believe Stellar Capital is a unique and attractive investment proposition as it provides a listed access point to a quality unlisted portfolio
which is managed, at low cost, by a committed and fully invested team Financial Services:
- Stellar Capital will continue to build on its financial services themes of niche lending, investment management, disruptive financial
technology opportunities and potentially explore investment in the insurance sector over time
- A significant opportunity exists to explore synergies between Stellar Capital’s portfolio investments and other companies in the larger Titan
network
- We view financial services as a sector that provides stable returns through the economic cycle with some disruption opportunities
potentially yielding above average growth Industrials:
- We are a patient investor in Torre Industries as it awaits the outcome of a full strategic review. We believe we are positioned for a recovery
in operational performance of the asset, albeit that – in the absence of economic tailwinds - this process could be slow. We support a deliberate process to manage costs tightly whilst cautiously seeking expansion and diversification through market share gains and a well executed acquisition strategy
- Amecor is well positioned to continue its growth in a buoyant and consolidating South African security sector. The asset delivers sustainable
annuity revenue growth and is expected to continue its double digit EBITDA growth trajectory BEE:
- Stellar Capital will continue its strategy of partnering with best-in-class BEE groups within the underlying investment portfolio as well as
Stellar Capital, where it will actively seek to increase BEE shareholding to at least 10% from current levels of c. 5%
Strategic initiatives and outlook
22
Portfolio weighting:
- Following the conclusion of the Prescient transaction, the portfolio will be approximately equally weighted between financial
services and industrial investments
- This weighting provides shareholders with access to an attractive portfolio that has exposure to a cyclical recovery in the SA
economy as well as stable, consistent growth businesses with good cash flows and international expansion possibilities
- Over time the intention is for the portfolio to be increasingly weighted towards financial services and various options will be
considered in order to achieve this Outlook:
- Stellar Capital will continue the processes that commenced in 2016 through the conclusion of the Prescient acquisition. Certain
- ther value accretive transactions are expected to be concluded over the course of the year ahead but these will all be within
existing portfolio companies
- NAV growth will largely be driven by the performance of the new investments (Prescient and Amecor) although all investments