Presentation of Results for H Azoty Tarnów Group

Transcription

1 Presentation of Results for 2012 Azoty Tarnów Group

2 Azoty Tarnów Group 2012 in numbers Grupa Kapitałowa w 2011 roku Revenue million PLN Net profit 273 million PLN Equity million PLN Average employment * people compared to 2011 * As at 30 th June

3 Milestones in the History of Growth and Development Official opening of the Factory in Tarnów Establishment of ZCh Police Flotation on the WSE 13 th July 2012 Announcement of a Public Tender Offer for shares in Zakłady Azotowe Puławy S.A Establishment of the Factory in Kędzierzyn-Koźle Flotation on the WSE Acquisition of : ATT Polymers GmbH controlling stake in ZAK S.A. Acquisition of : controlling stake in ZCh Police shares in ZAK S.A 3

4 Strategy Mission Thanks to the experience gained and competencies developed we make chemistry safe and useful to people. We constantly strive to increase the value of Azoty Tarnów Capital Group, making effective use of all synergies and innovations. Vision By the end of the decade, we will: be listed on the main index of the Warsaw Stock Exchange, ensure that the companies Shareholders obtain one of the highest returns on invested capital in the industry, maintain our strong position as one of Europe s three largest fertilizer manufacturers. 4

5 Overview of the Main Events of Azoty Tarnów Acron s Public Tender Offer for shares of Azoty Tarnów ended in a fiasco planned acquisition: 66% shares final acquisition: 12.03% shares Initial price: 36 PLN Final price: 45 PLN Shareholder structure after the Public Akcjonariat przed wezwaniem Tender Offer Aviva OFE BZ WBK 9,98% 10% PZU S.A. (w tym PZU Życie S.A.) 5,29% Others Pozostali 20% 26,74% Generali OFE 5,21% 5% ING OFE ING 15% OFE 14,43% PZU OFE "Złota Jesień" 5,10% 5% State Treasury 32% Skarb Państwa 32,05% Norica Holding S.à.r.l. including wraz z Agroberry Ventures Limited 1,20% 13% 5

6 Overview of the Main Events of Azoty Tarnów We use the opportunities for the development of Azoty Tarnów Group Announcement of a Public Tender Offer for 6,116,800 shares in Zakłady Azotowe Puławy S.A. Stage 1: The Public Tender Offer All cash offer for 32% Price per share: 110 PLN Total value: ca 673 million PLN Subscription period: 2-16 August 2012 Sources of financing: our own funds and a bank guarantee issued by Societe Generale Stage 2: Issue of new shares in Azoty Tarnów Objective: increasing ATT s share in ZAP up to 100% of the total number of votes at the AGM Exchange ratio: 2.5 ATT s new shares for 1 ZAP s share contributed to ATT The Strategy of Azoty Tarnów for the years and the submitted consolidation plan of chemical sector was supported by the State Treasury as well as Shareholders of Azoty Tarnów who supported the plans of the Management Board during the Extraordinary General Meeting on 14 th July

7 Other Events at Azoty Tarnów Implementation of Employee Pension Scheme Positive Audit of the Quality Management System Revenue from the sale of ERU for the 6th measurement period Verified surplus of CO2 emission allowances for 2011 Granting property rights resulting from certificates of origin of electricity generated from a highly efficient cogeneration unit for

8 Other Events in Azoty Tarnów Group Sustaining the bid to acquire KiZChS Siarkopol S.A. (Sulphur Mines and Chemical Works) IT Activities - transformation and consolidation of IT environments Consolidating PKCh Sp. z o.o. Group 8

9 Azoty Tarnów Group Core Business Azoty Tarnów ZCh Police S.A. ZAK S.A. ATT Polymers GmbH Plastics Fertilizers: CAN, ASN, AS Fertilizers: NPK, NP, NS, Urea Titanium White Fertilizers: AN, CAN, Urea OXO Alcohols, Plasticizers Plastics Maintenance Logistics PKCh Sp. z o.o. PTK Koltar Sp. z o.o. Services relating to industrial processes and projects Railway transportation 9

10 Azoty Tarnow Group Has Transformed Itself Through Acquisitions Consolidated revenues (billion PLN) 2010 Acquisition of ATT Polymers GmbH Acquisition of a 53% stake in ZAK S.A Acquisition of a 66% stake in Zakłady Chemiczne Police S.A. Acquisition of a 41% stake in ZAK S.A % 30% 25% 20% 15% % % 0% PF Source: Company information, Capital IQ 1 Peers historical information based on Capital IQ; 2 Pro Forma sales CAGR shown for Arkema, Solvay and Yule Catto CAGR ,2 10

11 and Plans to Create an Important Chemical Group in the Region No. 1 in Poland in production of mineral fertilizers *, polyamide 6, OXO Alcohols No. 2 in EU in production of DEHP, 2EH, ammonia No. 4 in EU in production of AN/CAN, polyamide 6 ** Azoty Tarnów ZA Puławy No. 1 in Poland in production of melamine, UAN, urea and ammonium sulphate No. 2 in EU in production of urea and melamine Expanding Azoty Tarnów Group by ZAP creates a leader in the Polish market and a leading player in the European Union market in mineral fertilizers, urea, compound fertilizers, polyamide 6, melamine and plasticizers. *Mineral fertilizers - compound fertilizers + nitrogen fertilizers in tonnes of the product; **among integrated producers 11

12 The Leader Among Chemical Groups in Poland Fertilizers Poland: No. 1 in compound fertilizers * No. 1 in mineral fertilizers ** No. 1 in fertilizers containing sulphur Europe: No. 2 in compound fertilizers No. 3 in mineral fertilizers Titanium white No. 1 in Poland No. 11 in Europe Plasticizers No. 1 in Poland No. 4 in Europe OXO Alcohols No. 1 in Poland No. 7 in Europe Polyamide 6 (PA6) No. 1 in Poland No. 5 *** in Europe *compound fertilizers in total (AP, NPK, PK) **compound fertilizers + nitrogen fertilizers ***among integrated producers 12

13 Volume Price Azoty Tarnów on the WSE Historical maximum of the quotation: PLN July 2012 Listed on the Respect Index Growth since 30 June 2008: Growth since 1 January 2012: Max (27 July 2012) Min (23 January 2009) 281.4% 165.1% PLN PLN ,00 45,00 40,00 35, ,00 25,00 20, ,00 10,00 5, ,00 Volume Price 13

14 Strong Position in the Target Markets Over 90% of the revenue is generated by sales to EU countries North America 0,2% -0.1% European Union * 39% Other Europe 3% -1% Asia 3% -1% -9% Poland 49% Latin America 3% +1% Africa 3% +3% +6% * Without Poland 14

15 Determinants in 2012 Financial parameters strengthening EURO against PLN in the comparable period by 16.2% strengthening USD against PLN in the comparable period by 7.4% WIBOR 1M interest rate average annual increase by 0.71 point 5,0 4,5 4,0 PLN/USD PLN/EUR Interest rates Daily quotations, monthly interest rates 6,0% 5,5% 5,0% 3,5 3,0 2,5 4,5% 4,0% 2,0 3,5% 15

16 PLN/t EUR/t Market Environment - Fertilizers and Raw Materials * Increase in grain prices by 7% (on average) Decline in nitrogen fertilizer prices by 1% (on average) Quotations of AN, AS, rape and wheat Rape PLN/t Ammonium Nitrate AN EUR/t Calcium Ammonium Nitrate CAN EUR/t * 2012 compared to 2011 Wheat PLN/t Ammonium Sulphate AS EUR/t 16

17 Market Environment - Phosphatic Fertilizers and Raw Materials * Decline in ammonia prices by 3% (on average) Increase in phosphorite prices by 18% (on average) Decline in phosphatic fertilizers prices by 1% (on average) Quotations of NPK, DAP, phosphorite and ammonia * 2012 compared to 2011 NPK USD/t DAP USD/t Ammonia USD/t Phosphorite USD/t 17

18 Market Environment - Organic Products and Plastics * Increase in petroleum raw materials prices by 1% (on average) Decline in plastics prices by 2% (on average) Decline in OXO Alcohols and Plasticizers prices by 5% (on average) Price quotations of benzene, CPL, PA6, DEHP, 2-EH and propylene * 2012 compared to 2011 Benzene EUR/t Caprolactam EUR/t PA6 EUR/t DEHP EUR/t 2-EH EUR/t Propylene EUR/t 18

19 Summary of Financial Data ( 2012/ 2011) Revenues: 3.8 billion PLN, increase by 94 % compared to 2011 EBITDA: 473 million PLN, increase by about 51% Net profit: 273 million PLN, increase by about 45% Cash: 419 million PLN, decline by about 45%, inclusive of operating cash flow : 452 million PLN, increase by about 186% Market value of the shares in Azoty Tarnów: million PLN (as at 29th June 2012) 19

20 Ratio Ratio Analysis Azoty Tarnów Group Profitability ratios Liquidity ratio Debt ratios EBIT (%) 12.1% 9.3% EBITDA (%) 16.0% 12.4% ROCE (%) 8.7% 8.7% ROE (%) 8.8% 8.0% Liquidity ratio I Debt ratio (%) 44.5% 32.9% Net debt (million PLN) Net debt/ EBITDA 0.15 X* * If the value of Net debt is negative, the calculation of the item Net debt/ebitda is not appropriate. 20

21 Results of Azoty Tarnów Group million PLN Change y/y Q Q Q Q Q Total sales revenue EBIT EBITDA Net profit Structure of the consolidated revenue of the Group for 2012 Azoty Tarnów 809 ZAK Group Police Group % 20% 40% 60% 80% 100% 21

22 Results of Azoty Tarnów million PLN Change y/y Q Q Q Q Q Total sales revenue EBIT EBITDA Net profit EBITDA increase compared to m PLN H 2011 sales price sales volume other costs other revenue price of used raw materials volume of used raw materials increase decrease 168 1H

23 Azoty Tarnów Group Financial Data Assets year to year in million PLN Tangible assets 64% Stock 13% Receivables 14% Other current assets 9% Liabilities year to year in million PLN Credits and loans 5% Change Tangible assets % Current assets % Inclusive of cash and cash equivalents % Total assets % Change Equity % Liabilities % Equity 67% Other current assets 28% Inclusive of loans and borrowings % Total liabilities % 23

24 Cash Flow in Azoty Tarnów Capital Group Cash flow (million PLN) Cash flow from operating activities Cash flow from investment activities Cash flow from financial activities Cash at the end of period increase decrease 0 Cash at the beginning of period Profit after tax Depreciation Loans balance with interest Changes in working capital Other items Investment expenditure on fixed assets Cash at the end of period 24

25 million PLN Segments 2012/ % Others Pigments Oxo Alcohols Plastics Fertilizers

26 Diversified Business Profile Fertilizers Plastics Phosphatic 25% Nitrate 15% Urea 10% Ammonium sulphate 3% Others 5% 58% million PLN 16% Polyamide 12% Polytrioxane 1% Caprolactam 2% Others 3% Pigments 6% 4% 16% OXO Titanium white 6% Others 0,2% Revenue 2012 OXO Alcohols 12% Plasticizers 5% Others 0,3% 26

27 Results by Segments 2012 Net profit from sales Profit from sales EBIT EBITDA Fertilizers Plastics OXO Alcohols Pigments Others EBITDA H Fertilizers Plastics OXO Pigments Others 27

28 Fertilizers Segment million PLN Total revenue from sales % participation in sales Change y/y EBIT EBITDA Total assets % participation in EBITDA Segment revenue 2012 Others Ammonia Urea NS Nitrate 58% 66% 500 NP NPK 0 m PLN

29 Plastics Segment million PLN Total revenue from sales Change y/y EBIT EBITDA Total assets % participation in sales 16% % participation in EBITDA 19% Segment revenue 2012 Others Cyclohexanone POM Caprolactam Polyamide 0 m PLN

30 OXO Segment million PLN Total revenue from sales % participation in sales 16% Change y/y EBIT EBITDA Total assets % participation in EBITDA 15% Segment revenue 2012 Others Plasticizers OXO Alcohols 0 m PLN

31 Pigments Segment millon PLN Total revenue from sales Change y/y EBIT - 33 EBITDA - 54 Total assets Segment revenue 2012 Others % participation in sales 6% % participation in EBITDA 11% 100 Titanium white 50 0 m PLN

32 Business pro forma Sales of Main Products * of Azoty Tarnów Group ** Mineral fertilizers generated over 56% of total revenues Organic products and plastics generated over 30% of total revenues 2011 ** Compound fertilizers 27% Plastics and semiproducts for their manufacturing 19% OXO Alcohols and plasticizers 17% Compound fertilizers 26% 2012 Plastics and semiproducts for their manufacturing 17% OXO Alcohols and Plasticizers 16% Nitrogen fertilizers 27% Pigments 5% Others 5% Nitrogen fertilizers 30% Pigments 6% Others 5% * 100% sales split of Azoty Tarnów Group main products ** Azoty Tarnów Group in current composition since January

33 Business pro forma Purchase of Main Raw Materials* by Azoty Tarnów Group Natural gas constitutes over 31% of raw material purchases Petroleum products constitute over 25% of raw material purchases 2011 ** 2012 Propylene 16% Natural Gas 25% Phosphorites 10% Potassium Salt 11% Others 16% Phenol 8% Coal 5% Electricity 9% Propylene 13% Natural Gas 31% Others 14% Phosphorites 11% Potassium Salt 10% Phenol 8% Coal 6% Electricity 7% * 100% purchase of main raw materials ** Azoty Tarnów Group in current composition since January

34 Disclaimer The information contained herein has been prepared by Zakłady Azotowe w Tarnowie Mościcach S.A., with a registered office in Tarnów ( the Company ) solely for the use at an investor presentation on 20th August 2012 ( the Presentation ). By attending the meeting where this Presentation is made or by reading the Presentation slides, you agree to be bound by the following limitations and stipulations. This Presentation does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire any securities of the Company or any member of its group ( the Group ) or Zakłady Azotowe Puławy S.A. ( ZAP ). Nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its Group or ZAP, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment or investment decision referring to securities of the Company, any member of its Group or ZAP. This Presentation does not constitute a recommendation regarding any securities of the Company, any members of its Group or ZAP. Increasing the shareholding in ZAP is subject to compliance with several conditions, including preparation, approval and publication of the Prospectus containing information on the Company's offer of new issue shares addressed to shareholders of ZAP ( the Offer"). The only legally binding document on the Tender Offer to subscribe for the sale of shares in ZAP, authorising to exercise 32% votes at the General Meeting of ZAP ( the Tender Offer ) is the content of the Tender Offer, announced on 13th July 2012 by the Management Board (as amended) through UniCredit CAIB Poland S.A. with a registered office in Warsaw, Poland, pursuant to the requirements of the Act of 29th July 2005 on Public Offering and the Terms and Conditions of Admitting Financial Instruments to an Organised Trading System and on Public Companies (consolidated text: Polish Journal of Laws of 2009 no. 185, item 1439) and the Ordinance of the Minister of Finance of 19th October 2005 on Specimen Tender Offers for the Sale or Exchange of Shares of a Public Company, Detailed Means of their Announcement and the Terms and Conditions of Purchasing Shares under such Tender Offers (Polish Journal of Laws of 2005, no. 207, item 1729 as amended). The only legally binding document on the Offer shall be the Prospectus drawn up by the Company subject to the approval of the Polish Financial Supervision Authority. No statement or assurance, explicit or implied, has been lodged by or on behalf of the Company or any of its shareholders, members of its bodies, officers, employees, representatives or advisors or any other person, as to the accuracy, completeness or reliability of the information or opinions presented in this Presentation. Matters discussed in this Presentation may constitute forward-looking statements. The forward-looking statements are those other than statements of historical fact. Statements which include the words expects, intends, plans, believes, projects, anticipates, will, targets, aims, may, would, could, continue and similar statements of a future or forward-looking nature serve to indicate such forward-looking statements. Forward-looking statements include statements regarding the financial performance, business strategy, plans and objectives of the Company with respect to future operations (including development plans relating to the Company). All forward-looking statements included in this Presentation address matters that involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance or achievements to differ materially from those indicated in these forward-looking statements and from the past results, performance or achievements of the Company. Such forward-looking statements are based upon various assumptions of future events, including numerous assumptions regarding the Company's present and future business strategies and future operating environment. Although the Company believes that these estimates and assumptions are reasonable, they may prove to be incorrect. The information, opinions and forward-looking statements contained in this Presentation speak only as of the date of this Presentation and are subject to change without notice. The Company and its respective representatives, employees or advisors do not intend to, and expressly disclaim any duty, undertaking or obligation to make or disseminate any supplement, amendment, update or revision of any of the information, opinions or forward-looking statements contained in this Presentation in order to reflect any change in events, conditions or circumstances. Neither the Company nor any of its shareholders, members of its bodies, officers, employees, representatives or advisers, nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith. Neither the Company nor of any of its shareholders, members of its bodies, officers, employees, representatives or advisers, nor any other person undertakes to provide recipients of this Presentation with access to any additional information or to update this Presentation. This Presentation is not for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to local law or regulation or which would subject the Company or any of its affiliates to authorization, licensing or other registration requirements under applicable laws. Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States of America, or distributed directly or indirectly in the United States of America. Any failure to comply with this restriction may constitute a violation of securities laws of the United States of America. Persons into whose possession this Presentation comes should observe all such restrictions. Any securities referred to herein have not been and shall not be registered under the US Securities Act of Any such securities may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of that Act. 34

35 Thank you very much for your kind attention