Strengthening Mears for a brighter future 8 th May 2019 PrimeStone - - PowerPoint PPT Presentation

strengthening mears for a brighter future
SMART_READER_LITE
LIVE PREVIEW

Strengthening Mears for a brighter future 8 th May 2019 PrimeStone - - PowerPoint PPT Presentation

Long Term Value Added Investors Strengthening Mears for a brighter future 8 th May 2019 PrimeStone Disclaimer General Considerations This presentation is for general informational purposes only, is not complete and does not constitute an


slide-1
SLIDE 1

PrimeStone

Long Term Value Added Investors

“Strengthening Mears for a brighter future”

8th May 2019

slide-2
SLIDE 2

PrimeStone

Disclaimer

2

General Considerations This presentation is for general informational purposes only, is not complete and does not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or conclude any transaction or confirmation thereof. This presentation should not be construed as legal, tax, investment, financial or other advice. It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in this presentation represent the opinions of PrimeStone Capital LLP (“PrimeStone”) and are based on publicly available information with respect to Mears Group Plc. (“Mears”). PrimeStone recognizes that there may be confidential information in the possession of Mears that could lead them to disagree with PrimeStone's conclusions. Certain financial information and data used herein have been derived or obtained from public filings made by Mears and from other third party reports. PrimeStone has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. PrimeStone Partners does not endorse third-party estimates or research which are used in this presentation solely for illustrative purposes. No warranty is made by the inclusion of any data or information, whether derived or obtained from public filings made by Mears or from any third party, that such data or information is accurate. Neither PrimeStone nor any of its affiliates shall be responsible or have any liability for any misinformation contained in any Mears filing or third party report. Nothing in this presentation is intended to be a prediction of the future trading price or market value of securities of Mears. There is no assurance or guarantee with respect to the prices at which any securities of Mears will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of PrimeStone's analyses set out herein are based

  • n assumptions that PrimeStone believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance of Mears will not differ, and such

differences may be material. PrimeStone reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. PrimeStone disclaims any obligation to update the data, information or opinions contained in this presentation. Not An Offer to Sell or a Solicitation of an Offer to Buy Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. Funds managed by PrimeStone are in the business of trading -- buying and selling -- securities. It is possible that there will be developments in the future that cause one or more of such funds from time to time to sell all or a portion of their holdings in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares. Consequently, beneficial ownership of Mears shares by funds managed by PrimeStone may vary over time depending on various factors, with or without regard to PrimeStone's views of Mears' business, prospects or valuation (including the market price of Mears shares), including without limitation, other investment opportunities available to PrimeStone and funds managed by it, concentration

  • f positions in the portfolios managed by PrimeStone, conditions in the securities markets and general economic and industry conditions. PrimeStone also reserves the right to take any actions with respect to

investments in Mears as it may deem appropriate, including, but not limited to, communicating with management of Mears, the Board of Directors of Mears, other investors and shareholders, stakeholders, industry participants, and/or interested or relevant parties about Mears, and to change its intentions with respect to its investments in Mears at any time. However, neither PrimeStone nor any of its affiliates has any intention, either alone or as part of a group, to directly or indirectly seek to acquire “control” of Mears. For purposes of the foregoing sentence, “control” shall mean the power, whether or not exercised, to direct or cause the direction of the management and policies of an entity through the ownership of voting shares, by contract or otherwise.

slide-3
SLIDE 3

PrimeStone

Agenda

  • Executive Summary
  • How Did We Get Here?
  • Strengthening the Board
  • Conclusion

3

slide-4
SLIDE 4

PrimeStone

Executive Summary

4

We request your support to help strengthen Mears Please support our resolutions to appoint two talented NEDs to the Board

Mears is the market leader in an attractive industry Financial performance and communication has been poor Board needs to be strengthened as soon as possible

  • Strong core Housing Maintenance business:
  • Stable margin, defensive business with revenue backed by government credit and entrenched regulation
  • Exclusive long-term contracts, cost advantage vs. insourcing, excellent quality of service track record
  • Exciting expansion into Housing Management business:
  • Longer-term contracts of 10+ years, higher margin, increased scale benefits
  • Attractive growth prospects: social rent increase (CPI + 1% from 2020), reduced competition
  • Flat revenue and flat profit over the last 5 years
  • 11 profit warnings since 2014
  • Average net debt has doubled in the last 4 years
  • Cash conversion has collapsed from historic 90%+ level to 3% in 2018
  • Mears’ share price has fallen by more than 50% in the last two years
  • Current Board has failed to evaluate the situation and take the necessary corrective actions
  • The Board lacks critical financial and commercial competencies needed to restore Mears’ performance
  • PrimeStone has identified two talented and highly experienced candidates with strong financial and

commercial skills after a thorough external recruitment process

  • These candidates are independent of PrimeStone and would benefit all shareholders and all other stakeholders
slide-5
SLIDE 5

PrimeStone

Agenda

  • Executive Summary
  • How Did We Get Here?
  • Strengthening the Board
  • Conclusion

5

slide-6
SLIDE 6

PrimeStone

866 839 881 940 900 870 2013 2014 2015 2016 2017 2018

Flat revenues

Revenue 41 43 39 42 39 41 2013 2014 2015 2016 2017 2018

Flat EBITA

EBITA 70 59 68 85 96 113 1.5 1.2 1.5 1.7 2.0 2.3 2013 2014 2015 2016 2017 2018

Net debt doubling

Average net debt Net debt / EBITDA 75% 96% 99% 70% 60% 3% 2013 2014 2015 2016 2017 2018

Cash conversion plummeting

Cash Conversion

Poor Financial Performance

6

Unacceptable deterioration of cash flow and balance sheet over the last 3 years

Source: Company reports and PrimeStone analysis

slide-7
SLIDE 7

PrimeStone

220 240 260 280 300 320 340 360 380 400 420 440 460 480 500 520 540 Apr-14 Jun-14 Aug-14 Oct-14 Dec-14 Feb-15 Apr-15 Jun-15 Aug-15 Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Aug-16 Oct-16 Dec-16 Feb-17 Apr-17 Jun-17 Aug-17 Oct-17 Dec-17 Feb-18 Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Apr-19

11 profit warnings in the last 5 years

Mears share price Earnings announcement Profit warning

Care Care Care Care Care Housing Housing Housing Housing Housing Housing

Serial Profit Warnings and Poor Share Price Performance

7

The market has lost confidence in the company’s ability to forecast

Source: Bloomberg, analyst reports and PrimeStone analysis Note: chart shows percentage of earnings releases in the last 5 years that contain a profit warning Source: Bloomberg, analyst reports and PrimeStone analysis

Profit warning 52% No profit warning 48%

More common for Mears to issue a profit warning than not

slide-8
SLIDE 8

PrimeStone

Total Shareholder Return: Absolute % 5-Year 4-Year 3-Year 2-Year 1-Year YTD Mears (49%) (41%) (38%) (52%) (28%) (30%) FTSE Support Services 40% 26% 34% 10% 6% 15% FTSE All-Share 31% 22% 33% 8% (0%) 10% FTSE SmallCap 45% 35% 35% 7% (2%) 10% Total Shareholder Return: Mears relative to indices % 5-Year 4-Year 3-Year 2-Year 1-Year YTD FTSE Support Services (89%) (67%) (72%) (62%) (33%) (45%) FTSE All-Share (80%) (63%) (71%) (59%) (27%) (41%) FTSE SmallCap (94%) (76%) (74%) (59%) (25%) (40%)

Poor TSR Performance – Absolute and Relative to Peers

8

Mears has materially underperformed its peers against all time periods

Source: Bloomberg Note: Performance relative to indices is performance of Mears less performance of index in percentage points

slide-9
SLIDE 9

PrimeStone

225 250 275 300 325 350 375 400 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19

Mears recent share price performance

Mears FTSE Small Cap

Mitie Property Management division acquisition Asylum Accomodation and Support Services contracts Potential incremental EBITA vs. 2018: +20% Potential incremental EBITA vs. 2018: +12%

Mears has Lost Credibility with the Market and Good News is Ignored

9

Unfortunately the market no longer gives Mears credit for good news

+3% (36%)

Source: Bloomberg, Company reports and PrimeStone analysis

slide-10
SLIDE 10

PrimeStone

7 8 9 10 11 12 13 14 15 16 Apr-14 Apr-15 Apr-16 Apr-17 Apr-18 Apr-19

Last 5 year Mears rolling 1 year forward PE

Mears forward PE

Social housing to enter a new growth period … yet the market has “thrown in the towel” on Mears

Attractive Prospects Not Reflected in Current Valuation

10

7x PE not reflective of quality of business nor future earnings growth

  • More money in industry

– The four-year period of 1% rent cuts per year ends in Apr-20 – Going forward rents will increase by CPI + 1%

  • Much improved industry structure

– Mears has fewer competitors today

  • Number of Social Homes to increase

– Undisputed demand for more social housing – There is political will to build more housing

  • Increased need for Maintenance and Management

– New regulations in industry driving the need for further maintenance and management

Source: Bloomberg

slide-11
SLIDE 11

PrimeStone

Agenda

  • Executive Summary
  • How Did We Get Here?
  • Strengthening the Board
  • Conclusion

11

slide-12
SLIDE 12

PrimeStone

Current Board is Responsible for Failings at the Company

12

This Board has been unable to monitor the business or appropriately challenge the executives

  • Lack of commercial and financial skills has resulted in:

– The decline of the core Housing Maintenance business (sales declined by 18% since 2015) – The foray into capital intensive, low/negative profitability housebuilding – Ballooning working capital (£77m of cash consumed over last three years) – Poor financial communication (11 profit warnings in 5 years) – A lack of material remedial action

slide-13
SLIDE 13

PrimeStone

Name Role Tenure Sector Short CV Kieran Murphy Chairman 4 months Banking H M Treasury, Klienwort Benson, Gleacher Shacklock David Miles CEO 12 years Social Housing Mears Andrew Smith FD 12 years Social Housing Mears Alan Long ED 10 years Social Housing Mears Geraint Davies NED 3.5 years Accounting Grant Thornton, Deloitte Julia Unwin NED 3.4 years Charities Joseph Rowntree Foundation, Joseph Rowntree Housing Trust Jason Burt NED 1.9 years Legal/Health & Safety Plexus Law Roy Irwin NED 1.9 years Social Housing Chief Inspector of Housing for England and Wales, City of Bristol Elizabeth Corrado NED 1.6 years Charity/Social Investing Power to Change, Nesta Impact Investments, Engaged Investment Amanda Hillerby Employee rep. 0.9 years Social Housing Mears

Current Board Lacks Critical Commercial and Financial Skills

13

How can the current Board do a good job at recruiting directors with skills (commercial and financial) it does not have?

slide-14
SLIDE 14

PrimeStone

PrimeStone Took Action

14

Mears would benefit from a strengthening of the Board to improve the balance of experience and expertise

  • PrimeStone hired an independent reputable search firm to find two independent NEDs with the following attributes:

– Strong reputation and track record as UK plc Chairman, CEO, CFO or NED – Strong financial capabilities with a focus on cash flow and capital allocation – Substantial experience of operational improvement – Experience in the sector in which Mears operates

  • Andrew Coppel and Ian Lawson were identified as the leading candidates
  • Both candidates are completely independent from PrimeStone with no existing or previous relationship
slide-15
SLIDE 15

PrimeStone

Two Talented Candidates to Strengthen Mears Board

15

These high calibre NEDs have support from significant shareholders of Mears

Andrew Coppel (68) Ian Lawson (61)  33 years of distinguished experience as an Executive and Non-Executive for both public and private companies:  Non-Executive experience: 3x Chairman, 4x NED (including housebuilder Crest Nicholson plc)  Executive experience: 2x Chairman, 5x CEO, 1x CFO  Strong financial background and in-depth experience:  Coopers & Lybrand accountant by training and former investment banker  Extensive track record of financial and operational improvement as an Executive and Non-Executive  Over 35 years industry expertise, a Fellow of both the RICS and CIOB, with significant executive PLC experience  13 years at Kier Group plc (2000 – 2013)  Group Executive Director (2005 – 2013, responsibility for the Services, Housing and Property divisions)  Managing Director, Services (2003 – 2005)  Managing Director, Project Investment & Construction (2000 – 2003)  5 years as CEO of Severfield plc (2013 – 2018)

slide-16
SLIDE 16

PrimeStone

Comparison of Required Competencies of Candidates vs. Current Board

16

Andrew Coppel and Ian Lawson will fill the competency gaps in the Mears Board

Strong executive UK plc experience Experience of operational improvement Capital allocation skills Cash flow + working capital management Strategic planning and execution Ability to evaluate management performance Relevant industry experience Required Competencies Andrew Coppel Current Board Ian Lawson

slide-17
SLIDE 17

PrimeStone

Timeline of Constructive Engagement with PrimeStone (2019 only)

17

Mears NED search processes only launched in reaction to PrimeStone initiatives

2019

Jan Feb Mar Apr May Jun

CEO meeting 29 Jan Chairman meeting 14 Feb Letter to Board 15 Feb PrimeStone professional search for NED candidates Presentation to Chairman re NEDs 4 Apr PrimeStone submits requisition for resolutions at AGM 25 Apr Mears trading update (profit warning) 15 Jan Mears preliminary results (profit warning) 19 Mar Company to start search for NED "coach" for CFO Company to start search for NED with industry experience Chairman meets candidates

? ?

AGM

BOARD REACTION BOARD REACTION

PrimeStone initiative Mears Board reaction

slide-18
SLIDE 18

PrimeStone

The Board Failed to Engage with PrimeStone’s Professional Process

18

Mears Board more focussed on their own process than on the quality and timeliness of the outcome

Mears Actions  The nomination committee refused to meet candidates  Chairman met candidates, not to determine quality, but to dissuade and disrupt PrimeStone process  Candidates were told they would only be part of the new Mears search if they dropped out of the PrimeStone initiative PrimeStone Process  Professional search firm hired  Extensive external search process  Excellent independent candidates selected  Chairman and the nomination committee invited to meet and assess candidates  Quality of candidates not disputed by Mears

slide-19
SLIDE 19

PrimeStone

Profound Flaws in the Mears Process

19

Andrew Coppel and Ian Lawson offer certainty of quality and timing Why should shareholders take the risk of the flawed Mears process?

Lack of competency at Board  The current Board has presided over the recent strategic, commercial and financial failings  The current Board does not have the requisite financial and commercial capabilities  Without these capabilities it is not possible to evaluate and recruit the right candidates Precedent of Chairman recruitment is worrying  Elongated process took over five months  Original deadline of October was missed by two months  Two highly credible candidates (successful PLC CEOs in relevant industries) suggested by separate major shareholders were discouraged / discarded Shareholders do not get a say  Shareholders will not get to vote on outcome of Mears’ process until the AGM in 2020 No certainty of

  • utcome

 There is no certainty on timing of appointments  There is no certainty on quality of appointments

slide-20
SLIDE 20

PrimeStone

Agenda

  • Executive Summary
  • How Did We Get Here?
  • Strengthening the Board
  • Conclusion

20

slide-21
SLIDE 21

PrimeStone

Conclusion

  • Mears needs a strengthened Board to turn around its financial performance and to be in a position to grasp the

significant market opportunities

  • After a professional search process, we have identified two talented individuals, Andrew Coppel and Ian Lawson, to

join the Board. They bring highly relevant and complementary experience and can help Mears restore its financial strength and prosper again for the benefit of all shareholders and stakeholders

  • The Board has refused to properly engage and evaluate the candidates, instead reacting by launching its own

protracted and competing process and seeking to frustrate our proposals instead of assessing their merits

  • We believe that in these circumstances, the Board recruitment process is a waste of time and shareholders’ money
  • We believe it is absolutely necessary for shareholders to take action now, to appoint these candidates to the Board at

this year’s AGM

21

We hope you will vote in favour of Andrew Coppel and Ian Lawson at the upcoming AGM

slide-22
SLIDE 22

PrimeStone

About PrimeStone

  • PrimeStone is a long-term valued added investor in European listed companies applying a private equity

approach to public investing

  • We take substantial minority stakes in a select number of companies that we believe have significant

potential for value creation. We are important to them, they are important to us

  • We then engage constructively with management and stakeholders to create long term enduring value
  • PrimeStone was founded by three former partners from The Carlyle Group, who have invested and worked

together across Europe for more than 20 years

  • Our founders have chaired or sat on more than 30 boards. They all share prior experience as consultants

advising on strategy and operational improvement with The Boston Consulting Group

  • We manage money for long term focused investors. We consider the stability of our capital as a significant

competitive advantage

22

PrimeStone is the largest shareholder in Mears with c.13.5% of ISC PrimeStone has been invested since July 2016