Bases de la Presentación. Extraordinary General Shareholders Meeting

Transcription

1 Bases de la Presentación 0 Extraordinary General Shareholders Meeting Madrid, November 26th of 2009

2 Disclaimer 1 Any declaration made in this presentation that may differ from previous past figures made in reference to, but not limited to the operational development, the business strategy and the future objectives, are to be interpreted only as future estimations, and as such, they imply known and unknown risks, uncertainties and other factors that could cause OHL s results, behavior and achievements, or the results and conditions of its activities, to be substantially different to any future estimations. This presentation and the future estimations contained here within, are facilitated on this date and OHL expressly declines from any obligation or compromise to facilitate any update or revision of the information contained here within, any change in its expectations or modification in the facts, conditions and circumstances in which these future estimations were founded.

3 Summary 2 I. History of the Group II. The Group Today III. Future Outlook IV. Resolutions Proposal

4 Summary 3 I. History of the Group II. The Group Today III. Future Outlook IV. Resolutions Proposal

5 History of the Group : Foundation, IPO and mergers process : Foundation of Obrascón by the Bilbao and Vizcaya banks 1987: Acquisition of Obrascón by Villar Mir Group 1991: Obrascón IPO (company with 132 mn revenues) 1996: Beginning of the process of growth through acquisitions Pacsa Sobrino Guinovart OSHSA Lain Obrascón Elsan Fernández Constructor Sato Huarte Malvar : Absorption of Lain and creation of the sixth biggest Spanish construction Group Integrating 11 companies Geographical and by product complementarity Adjustment of the organic structure with cost savings ( 18 mn obtained in less than 2 years)

6 History of the Group 2002: Announcement of the new Strategy 5 Growth in two directions: Internationalization: With a very selective and prudent approach, to guarantee profitability and collections Diversification: only into construction related businesses, mainly in infrastructure concessions Reorganization of Domestic Construction activity: Focused on big civil engineering and non residential building projects, specially hospitals and singular buildings Strong reduction of the presence in residential building projects No real state activity Corporate and financial strategy: Reduction in the number of subsidiaries and simplification of the organization Optimization of the financial structure Cash Flow generation to finance investments and growth Dividends: 25% payout

7 History of the Group : Growth of main figures 6 Sales ( mn) EBITDA ( mn) CAGR:+14,6% Net Profit ( mn) CAGR:+21,6% Orderbook( mn) CAGR:+23,8% L/T S/T CAGR:+37,6%

8 History of the Group : Performance of the main activities 7 Sales (%) T09 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 74% 8% 5% Dom.C. Int.C. Concessions 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 45% 36% 13% Dom.C. Int.C. Concesions 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 38% 40% 17% Dom.C. Int.C. Concessions EBITDA (%) T09 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 49% 19% 25% Dom.C. Int.C. Concessions 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 20% 18% 56% Dom.C. Int.C. Concessions 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 64% 15% 19% Dom.C. Int.C. Concessions

9 History of the Group : Growth of Concessions 8 Sales ( mn) EBITDA ( mn) CAGR:+37,8% CAGR:+39,6% OHL s Investment ( mn) CAGR:+27,0%

10 History of the Group : Internationalization Process 9 Important increase in the weight of the international activity in all the main parameters: % International Activity Q09 Sales 12,8% 51,4% 57,1% EBITDA 27,4% 85,6% 87,3% Net Profit 34,4% 73,3% 81,9% Total Orderbook 34,3% 82,7% 84,8% Fixed Assets 52,8% 65,5% 70,3% Workforce 16,0% 68,7% 70,6% Stronger international presence than the average of the sector (*): Average of the international sales of the sector as of 1H09: 37,0% OHL s international sales as of 1H09: 55,6% (57,1% in 3Q09) (*) Source: Seopan

11 History of the Group : Financial Discipline 10 Growth process following always a strict financial discipline: Permanent needs covered with long term financing Short term credit lines for seasonal needs Important investment process carried out while maintaining recourse leverage ratios at a controled level Net Recourse Debt / Recourse EBITDA as of end of 2008: 2,68x Lowest in the sector total leverage ratio (*) Total Debt / Total EBITDA as of 1H09: Sector s average (without OHL) : 11,1x OHL: 5,6x (*) Source: Seopan

12 History of the Group : Investments Policy 11 Investment very focused in concessions, approximately 80% of the total, with very prudent financial criteria applied: Financing always in non recourse basis and in local currency With an approximate financial structure of 30% equity and 70% of non recourse debt Investments in Fixed Assets ( mn) Period 2002 / 2008 Total Equity Concessions 2.999, ,5 International Construction 281,8 211,6 Other 529,1 336,1 Total Group Total 3.810, ,2 Avg./year 635,0 258,5

13 History of the Group : Impact of the growth process in the stock The performance of the stock price reflects the good results achieved and the success of the strategy applied Stock performance (31/12/02 25/11/09) OHL CAGR: +24,2% Ibex35 CAGR: +10,3% Constr.sector CAGR: +3,9% Included in the Ibex35 index in June 2008 Results distribution accordingly with the growth process and the purpose of generating value to the shareholder: 25% distributed as dividends 75% reinvested within the Group generating a 29% ROE (*) (*) As of end of 2008

14 Summary 13 I. History of the Group II. The Group Today III. Future Outlook IV. Resolutions Proposal

15 The Group Today Organized in 6 divisions (data as of 3Q09) 14 ( mn) OHL Concessions OHL Domestic Construction OHL International Construction OHL Industrial OHL Environment OHL Developments Total OHL Sales 524, , ,9 20,6 93,5 38, ,7 EBITDA 330,8 79,2 98,6-0,4 6,6 3,3 518,1 Net Profit 72,6 42,1 17,3-1,6-1,7-23,9 104,8

16 The Group Today Present in 21 countries in 4 continents Countries currently operating Other countries with activity in the past 15 America: 9 USA Canada Mexico Ecuator Brazil Chile Argentina Colombia Peru Eastern Europe: 7 Czech Rep. Slovach Rep. Hungary Montenegro Bosnia Herzegovina Bulgaria Rumania Asia: 3 Azerbaiyan Turkey Qatar Africa: 1 Algeria Spain: 1 TOTAL: 21 America: 8 Honduras Costa Rica Panama Venezuela Paraguay Uruguay Cuba Trinidad & Tobago Europe: 7 Polond Germany Croacia Greece Portugal Andorra Russia Asia: 4 Irak Saudi Arabia Indonesia Jordania Africa: 2 Morroco Equatorial Guinee TOTAL: 21

17 The Group Today International Group (data as of 3Q09) 16 Sales EBITDA Net Profit 57% 43% 13% 18% 87% 82% Workforce Fixed Assets Orderbook 29% 30% 15% 71% 70% 85% International Domestic Superiority of the Group s international activity in all the main parameters

18 The Group Today Diversified Group (data as of 3Q09) 17 Sales EBITDA Net Profit (*) 2% 15% 17% 5% 38% 32% 40% 64% 19% 55% 13% Workforce Fixed Assets Orderbook 12% 18% 12% 2% 4% 6%3% 4% 28% 42% 82% 87% OHL Concessions OHL International C. OHL Domestic C. Other 83% of the EBITDA and 92% of the orderbook comming from Concessions and International Construction activities (*) Not considering other activities that provide negative figures

19 The Group Today Diversification mainly in infrastructure concessions 18 Ranked 7th Concessionaire Group of highways worldwide according to the Public Works Financing ranking as of 2009 Orderbook of 25 concessions: 20 in operation and 5 under construction 21 highways (4.400 Km), 1 airport, 1 port and 2 railways Geographical presence: Strategic countries: Brazil, Mexico, Chile, Peru, Spain and Argentina Selectivelly in other areas Preference for majority holdings (average of 74%) Concessions financing in non recourse basis and in same currency as collections Minimum equity profitability target of 15% in euros (considering potential devaluations estimated as difference of inflation rates) Concessions with an estimated market value of 2.640,8 million Book Value: 921,4 million Latent goodwill: 1.719,4 million

20 The Group Today Main Concessions (OHL Concessions Presentation, April 2009) 19 Toll Roads Aecsa Total Argentina Autovias Centrovias Country Argentina Brazil Brazil Stage Operation Operation Operation Km Total Investment OHL Investment % OHL Value 71% % 60% Average Daily Traffic (1) 214, ,786 60,727 Intervias Vianorte Rio de Janeiro-Espirito Santo São Paulo-Belo Horizonte São Paulo-Curitiba Curitiba-Florianópolis Curitiba-Rio Grande do Sul Total Brazil Autopista del Sol Autopista Los Libertadores Autopista Los Andes Total Chile Autovía M-45 Autopista M 12 Autovía de Aragón-Tramo 1 Total Spain Conmex (Fase I) Conmex (II, III y IV) Amozoc-Perote Libramiento Norte de Puebla Viaducto Bicentenario Total Mexico Autopista del Norte (2) Total Peru Total Toll Roads Brazil Brazil Brazil Brazil Brazil Brazil Brazil Chile Chile Chile Spain Spain Spain Mexico Mexico Mexico Mexico Mexico Peru Operation Operation Pre-operation Pre-operation Pre-operation Pre-operation Pre-operation Operation Operation Operation Operation Operation Pre-operation Operation Construction Operation Construction Construction Pre-operation , , , , , ,188 3, ,777 60% 60% 60% 60% 60% 60% 60% 75% 75% 100% 100% 100% 95% 87% 100% 55% 100% 100% 100% 77% ,576 79,582 NA NA NA NA 71,201 36,206 13,786 (3) 77,303 10,575 NA 119,673 NA 18,911 NA NA NA (1) Traffic figure corresponding to equivalent vehicles paying with the exception of M45 that shows the average daily intensity (ADI) (2) Contract signed in February 2009 (3) Traffic corresponding to west sector, began operations in June 2008.

21 The Group Today Main Concessions (OHL Concessions Presentation, April 2009) 20 Others Country Stage Operated Facilities Total Investment % OHL OHL Investment Value Passengers / Year Metro Ligero Oeste Spain Operation 22 Km. 2 Lines % million Cercanías Móstoles- 15 Km. Spain Construction Navalcarnero 1 Line % 30 Ha. Inner Puerto de Alicante Spain Operation Harbour 1,275 m. Berthing % Line Airport, Toluca (Airport) Mexico Operation complementary and commercial % services Total Others 1,772 60% TOTAL 11,549 74% NA 269, million

22 The Group Today Concessions Basic Valuation (OHL Concessions, April 2009) 21 ( mn) ,0 45,4 4, ,8 358,3 455, , , Mexico Brazil Chile Spain Argentina Peru Other TOTAL 97% of the value comming from Investment Grade countries Valuation built in the worst point of the crisis and based on very prudent assumptions

23 The Group Today 2008 and 3Q09 P&L 22 ( mn) 2008 %/Sales Var./2007 3Q09 %/Sales Var./3Q08 TOTAL Sales 4.008,8 +6,5% 3.121,7 +8,9% EBITDA 607,6 15,2% +11,9% 518,1 16,6% +18,7% Net Profit 150,7 3,8% +7,3% 104,8 3,4% +8,4% (*) Not considering the capital gains on the sale of financial instruments during both periods grows +39,6% (*) ( mn) 2008 %/Sales Var./2007 3Q09 %/Sales Var./3Q08 Concessions Sales 542,4 +24,5% 524,1 +35,1% EBITDA 339,9 62,7% +7,2% 330,8 63,1% +22,9% Net Profit 68,1 12,6% +52,3% 72,6 13,9% +42,9% Domestic Sales 1.786,4-9,5% 1.195,6-11,9% Construction EBITDA 120,8 6,8% +2,4% 79,2 6,6% -6,0% Net Profit 73,8 4,1% -7,3% 42,1 3,5% -18,6% International Sales 1.429,1 +23,0% 1.249,9 +30,2% Construction EBITDA 111,1 7,8% +27,8% 98,6 7,9% +55,3% Net Profit 23,8 1,7% -18,8% 17,3 1,4% +18,5% Sales 250,9 +30,1% 152,1-5,5% Other EBITDA 35,8 14,3% +70,5% 9,5 6,2% -51,0% Net Profit -15,0-6,0% n/a -27,2-17,9% -33,3%

24 The Group Today 2008 and 3Q09 Balance Sheet 23 ( mn) Q09 Net Fixed Assets 4.340, ,7 Other non current assets (goodwill and deferred taxes assets) 523,6 612,0 NON CURRENT ASSETS 4.864, ,7 Debtors 1.810, ,0 Cash + TFI 765,2 806,4 Other current assets (stocks and other) 212,2 233,8 CURRENT ASSETS 2.788, ,2 TOTAL ASSETS 7.652, ,9 Shareholders Equity 422,4 510,7 Minority interests 280,6 346,5 NET SHAREHOLDERS EQUITY 703,0 857,2 Credit entities (including bonds) 3.119, ,5 Other non current liabilities (other financial liab., deferred taxes liab. and prov.) 809,7 986,0 NON CURRENT LIABILITIES 3.929, ,5 Credit entities (including bonds) 400, ,0 Other current liabilities (trade creditors, other current liab. and prov.) 2.619, ,2 CURRENT LIABILITIES 3.020, ,2 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 7.652, ,9

25 The Group Today Fixed Assets and Debt 2008 and 3Q09 The infrastructure concessions have concentrated 77% of the investment effort of the Group in 2008 FIXED ASSETS ( mn) 2008 % 3Q09 % Infrastructure concessions 3.570,3 73% 4.416,9 75% Other 1.294,2 27% 1.480,8 25% Total Fixed Assets 4.864,5 100% 5.897,7 100% 24 As of the end of 2008: 89% of the gross debt is long term 74% of the total net debt is at fixed cost Recourse leverage at a controled level (Recourse net debt equal to recourse EBITDA (*) multiplied by 2,68) Strong cash + TFI position of 765,1 mn DEBT ( mn) 2008 % 3Q09 % Gross Recourse Debt 1.138,4 32% 1.616,7 36% Gross Non-recourse Debt 2.382,2 68% 2.912,8 64% Total Gross Debt 3.520,6 100% 4.529,5 100% Recourse Net Debt 716,6 26% 1.192,5 32% Non-recourse Net Debt 2.038,8 74% 2.530,6 68% Total Net Debt 2.755,4 100% 3.723,1 100% (*) Recourse EBITDA = Total EBITDA Concessions EBITDA

26 The Group Today Financial Rating Since 2001 OHL has maintained an Investment Grade rating with Fitch and Moody s 25 This has proven to be of great importance due to the financial discipline this imposes, the prestige and the easier access to the capital markets The basic ratio required till now by the financial rating agencies: Recourse Net Debt / Recourse EBITDA < 3 / 3,5 (since 2001 OHL has met the ratio) Since the crisis the Rating Agencies have changed their usual criteria and now apply others much more restrictive, reducing drastically the ratio levels to be achieved It is not our objective to become a AAA company, since this would constraint our growth by limiting our investment capabilities, therefore reducing the capacity to generate value for the shareholder We will continue to maintain: Financial Discipline Well balanced Balance Sheet, with our long term needs covered with long term debt, and with our short term needs covered with short term debt Concessions financed with non recourse debt and in local currency The Recourse Net Debt / Recourse EBITDA Ratio < 3, corresponding to Investment Grade ratings according to the formerly usual criteria of the rating agencies

27 Bicentenario Viaduct in Mexico City, Mexico 26

28 Litoral Sul Highway, Brazil 27

29 Convention Center in Oran, Algeria 28

30 Convention Center in Oran, Algeria 29

31 Hospital in Sidra, Qatar 30

32 Extension of the SR-836 in Florida, USA 31

33 Railway Corridor in Krasikov, Czech Republic 32

34 Bohunice University Campus in Brno, Czech Republic 33

35 Summary 34 I. History of the Group II. The Group Today III. Future Outlook IV. Resolutions Proposal

36 Future Outlook Continuity in the implementation of the strategy OHL CONCESSIONS Main area of the Group Concentrates the investment effort of the Group Debt in non recourse basis and in the same currency as collections 35 OHL INTERNATIONAL CONSTRUCTION OHL DOMESTIC CONSTRUCTION OHL INDUSTRIAL OHL ENVIRONMENT OHL DEVELOPMENTS Strong commitment with prudent criteria: Minimum 15% on site margin Positive Cash Flow since starting point Collections guaranteed Focus in Civil Engineering Selective Building: Growth in non residential Continue reducing residential with tendence to dissapear Acting as constructor or supplier of complete industrial plants: Not only constructor In Spain and also abroad Worldwide presence in water desalination and purification plants Developments of highest category in areas of touristic and historical interest

37 Future Outlook Corporate Governance 36 Strong commitment for the good Corporate Governance sustained by two fundamental pillars: Informative transparency Commitment with the shareholders OHL has adapted its body of regulations and governance to the common national and international practices and standards

38 Future Outlook Sustainable Development 37 For the seventh consecutive year since 2003, the OHL Group has presented its Sustainable Development Report (SDR) in a separate document. The soundness of the Sustainable Development Report is guaranteed since 2005 by the external auditors Deloitte The 2008 SDR has obtained the maximum score A+, granted by the Global Reporting Initiative (GRI) OHL belongs to the FTSE4Good Ibex Index since April 2008 Publication of the Equal Rights Plan in compliance with the organic Law 3/2007 of the 22nd of March for the equal rights between women and men OHL belongs to the Executive Committee of the Spanish Association of the United Nations World Pact (ASEPAM) 16% reduction in the Labour Accident rate index Compromise to reduce the issuance of greenhouse effect gasses Group s Social Action Scope Plan. Extension of the Social Action Plan to Spain ( ). Maintained growth in the R+D+I, with a certified management system UNE First company at a national level approved by the Construction Labour Foundation to implement training in the prevention of labour accidents required to obtain the TPC. Awards for the SDR to the different divisions in different Countries.

39 Future Outlook Future growth on the back of current orderbook 38 Concessions and International Construction orderbook guarantees the ongoing growth in these areas 49% ( mn) ,8% ,2% international ,0% -4,0% ,2% Short Term Long Term +13,6% 96% corresponding to infrastructure concessions ,0% +10,3% ,8% +61,9% ,9% ,1% 3Q

40 Future Outlook Continue generating value for the shareholders 39 Continuity in the investment process (around 80% in Concessions) according to the cash generation and the financial markets availability Annual average investments around 1 bn (30% proceeding from the Group s cash flow generation and 70% from non recourse financing) Investment decisions of any quantity subject to: Justified proposal from the Managing Director of the corresponding division Written Report from the Investments Committee that studies the proposals Veto Right of the Financial Department Written approval from the Chairman Good prospects over the results flow for the next years and, therefore, over the profit per share

41 Future Outlook 40 Within the complicated current financial scenario, the continuity in the aplication of the policies established in 2002 demands to concede to the Board of Directors the flexibility to, if such is the case, be able to decide on capital increases and/or bond issues: Delegation on the Board of Directors of the faculties to decide on a potential capital increase (in one or several times): Consolidate and reinforce the equity structure. Increase of the Shareholder s equity suggested by the financial institutions and analysts, especially in an environment of financial uncertainty The current market environment, not being the case in the precedent months, is favourable to capital increases Respecting always the current shareholders subscription rights Re-establishment of the ability, already conceded to the Board of Directors, to issue bonds, being non convertible, to avoid any dilution of the current shareholders

42 Summary 41 I. History of the Group II. The Group Today III. Future Outlook IV. Resolutions Proposal

43 Resolutions Proposal 42 First Second Delegation on the Board of Directors of the Company to issue bonds or any other non convertible fixed yield securities Maximum amount: million Term of the delegation: in one or several times within a 5 years period beginning in the day of adoption of the resolution Delegation on the Board of Directors of the Company, according to the article 153.1b of the LSA, of the ability to agree in one or several times a capital increase with subscription rights Maximum amount of shares to be issued: shares (equivalent to the 50% of the current capital, maximun amount by law) Term of the delegation: in one or several times within a 5 years period beginning in the day of adoption of the resolution