in cooperation with FCF MANZ AG STRUCTURED FINANCE WORKSHOP NOVEMBER 2014

Transcription

1 in cooperation with FCF MANZ AG STRUCTURED FINANCE WORKSHOP NOVEMBER

2 AGENDA 1. INTRODUCTION HOSTS 8 MIN 2. CASE STUDY MANZ EIB JUNIOR FINANCING 12 MIN 3. GROUP WORK 15 MIN i. GROUP 1: What financing challenges is your company currently facing (e.g. Problems with existing senior banks)? ii. GROUP 2: Which financing solutions enabled your company to solve financing challenges in the past? 4. GROUP PRESENTATION i. GROUP 1 5 MIN ii. GROUP 2 5 MIN 5. PLENUM DISCUSSION 15 MIN 2

3 AGENDA 1. INTRODUCTION HOSTS i. EUROPEAN INVESTMENT BANK ii. MANZ AG 3

4 EUROPEAN INVESTMENT BANK INNOVFIN MIDCAP GROWTH FINANCE PROGRAM The EIB is the European Union s bank providing finance and expertise for sound and sustainable investment projects which contribute to furthering EU policy objectives InnovFin EU Finance for Innovators is a joint 24.5bn finance initiative by the EIB Group and the European Commission under Horizon 2020, the EU framework for research and innovation ( R&I ) InnovFin MidCap Growth Finance enables the EIB to provide between 7.5m and 25m in long-term senior, subordinated or mezzanine loans to innovative businesses in order to support their growth and investments in research and innovation InnovFin builds on the success of the Risk-Sharing Finance Facility developed under the seventh EU framework for research and technological development (FP7), which for the period financed 114 R&I projects of 11.3bn and provided loan guarantees for another 1.4bn COMPLETED TRANSACTIONS 4

5 MANZ AG MANZ GROUP Manz Group is a leading manufacturing equipment supplier for the solar-pv, display and Li-Ion battery (for use in e-mobility and energy storage applications) industries Manz sells its products to manufacturing companies in its target industries all over the world and has production facilities in Germany, Italy, Slovakia, Hungary, Taiwan and China Founded in 1987 by CEO Dieter Manz, today Manz Group employs a staff of almost 1,900 worldwide (650+ in Germany, 900+ in Asia), is listed on the Frankfurt stock exchange since 2006 and headquartered in Reutlingen Following the successful establishment of the display and battery units in 1994 and 2009, respectively, Manz significantly reduced its former dependence on the solar industry MANZ GROUP MAIN SEGMENTS Display Solar Battery OEM / PCB 1 Other csi Solar TFS 2 MCT (1) OEM: Original Equipment Manufacturer; PCB: Printed Circuit Board (2) TFS: Thin Film Solar 5

6 AGENDA 2. CASE STUDY MANZ EIB JUNIOR FINANCING 6

7 BACKGROUND Goal Secure financing for R&D investments & expenditures in solar and other growth technologies Total projected investment & expenditure volume : ~ 50m Thereof internally financed: ~ 30m External financing needed: ~ 20m Challenge Incumbent banks not willing to finance the envisaged investments & expenditures despite low group debt leverage: Overall reluctance to finance growth investments Badwill concerning solar investments and/or cash-burning R&D efforts Solution Approach FCF Fox Corporate Finance mandated to structure and place R&D financing: Subordinated to existing banks Limited dilution of up-side potential Flexible repayment options 7

8 OVERVIEW OF TRANSACTION PROCESS Preparation Approach to investors & marketing of equity story Contract negotiation Identify adequate investor universe for transaction Management meetings Receive indicative term sheets Negotiation / Signing / Closing 82 Investors 10 Investors 4 Investors 8

9 GENERIC EIB TERM SHEET GENERIC TERM SHEET FOR A JUNIOR FINANCING Instrument Purpose Subordinated term loan To finance future investment programs linked to research and innovation Typically, companies should plan to spend at least 15m cumulatively over the next 3 years on CAPEX, WC or R&I Volume Min 7.5m max 25.0m Tenor Repayment structure Ranking Covenants & security Usually up to 5 7 years Amortising or bullet, voluntary prepayment as an option Subordinated / Mezzanine (Senior is also possible) Dependent on the specific transaction Margin Jurisdiction Reflects the promotional / non-profit nature of the EIB and the funding advantage based on its excellent rating Dependent on the specific transaction Laws of England and Wales 9

10 GENERIC EIB TRANSACTION PROCESS First contact to EIB Management meeting EIB credit committee approval Contract negotiation Closing Exchange of information EIB indicative Term Sheet Legal due diligence by EIB and Norton Rose Fulbright Signing of contract Overall process time from first contact to closing: ~ 4-5 months* *Transaction specific factors (discussions with existing banks, collateral release requirements, etc.) may impact the generic overall process time 10

11 USES OF FUNDS csi solar PV CIGS solar PV Thin Film solar PV Total Estimated project cost Manz funds EIB financing ~ 10m ~ 35m ~ 5m 50m 30m 20m 11

12 LEGAL NOTICE & DISCLAIMER DISCLAIMER This document does not constitute an offer or invitation to purchase or subscribe for any securities, and neither this document nor anything contained herein shall form the basis of or may be relied upon in connection with any contract or commitment whatsoever. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither Manz nor any of its officers, directors or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. By accepting this document you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business. This document contains certain forward-looking statements, including assumptions, opinions and views cited from third party sources. Various known and unknown risks, uncertainties and other factors could cause the actual results, financial position, development or performance of the Company to differ materially from the estimations expressed or implied herein. Manz does not guarantee that the assumptions underlying such forward looking statements are free from errors nor does Manz accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments. Manz AG, 2014 FORWARD LOOKING STATEMENTS Certain statements in this document are not historical facts and are "forwardlooking". Manz AG (the "Company") may from time to time make forward-looking statements in presentations and reports to its shareholders, investors and financiers and in other communications. All statements other than statements of historical facts contained herein, including, without limitation, (i) its future financial position, economic performance and results of operation; (ii) strategy; (iii) plans, objectives, targets or goals, including those related to products or services; (iv) future developments in the markets where the Company participates or is seeking to participate; and (v) assumptions underlying such statements are forward-looking statements that may be made by the Company from time to time (whether or not included in this document) and may also include projections or expectations of revenues, income (or loss), earnings (or loss) per share, dividends, distributions, capital structure or other financial items or ratios. Words and expressions such as "believe", "anticipate", "expect", "estimate", "intend", "project, "plan, forecast or budget and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there is a risk that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Prospective financiers should be aware that a number of important factors could cause actual results to differ materially from plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. Any forward-looking statements speak only as of the date on which they are made and are subject to change without notice. 12

13 AGENDA 3. GROUP WORK 15 MIN Group 1 What Financing challenges is your company currently facing (e.g. problems with existing senior banks)? Group 2 Which financing solutions enabled your company to solve financing challenges in the past? Procedure 1. Split up into two groups (see provided tables) according to your preference / the relevance of the question for your company 2. Elect a spokes-person/moderator for your group presentation 3. Prepare a 5 minutes flip-chart presentation addressing the chosen question a. Actively involve yourself and provide input based on your company s experience in the chosen question b. Provide a small array of exemplary short case studies 13

14 AGENDA 4. GROUP 1 PRESENTATION 5 MIN Group 1 What Financing challenges is your company currently facing (e.g. problems with existing senior banks)? Group 2 Which financing solutions enabled your company to solve financing challenges in the past? 14

15 AGENDA 4. GROUP 2 PRESENTATION 5 MIN Group 1 What Financing challenges is your company currently facing (e.g. problems with existing senior banks)? Group 2 Which financing solutions enabled your company to solve financing challenges in the past? 15

16 AGENDA 5. PLENUM DISCUSSION 15 MIN MODERATION BY DANIEL SCHLEIDT AND FCF FOX CORPORATE FINANCE 16