Investment banking. Comprehensive solutions for businesses. Proven products for investors. Warsaw 2018

Transcription

1 Investment banking. Comprehensive solutions for businesses. Proven products for investors. Warsaw 2018

2 CARDA Consultancy Group Our key priority is to set out trends and standards on the market as regards financial services, investments and investment product structuring. CARDA Consultancy S.A. is involved in the development of capital market architecture, particularly instruments and structures. Poles who have trusted us Clients (businesses) Transactions (YTD) Value of transactions completed by the team (PLNb) Our brand s tradition dates back to 2008, allowing us to develop our activities on an international scale. 2

3 CARDA Consultancy S.A. Investment activities, Investment funds from formation to management, Strategic advisory for PREMIUM companies and institutions, Execution of securities issues creating financial instruments and conducting transactions, Transaction advisory on the capital market, Distribution selling own financial products, Real estate acquisition, property development projects. 3

4 Strategic Advisory Department Director: Ada K. Kluzek Long-term and ad-hoc operational and strategic advisory at board/owner level to grow business performance and the company s market value. Preparing the company for capital-market transactions. Restructurings: business activities, business model, operating structure, financing structure. Capital raising: identification of needs and options, selection of solutions. Preparation of companies for sale. Asset acquisitions, including other companies. Cost optimisation and diversification of financing sources. Ownership supervision of the company and its value, in particular on behalf of investors participating in transactions being executed by CARDA Group. Outsourced investor relations and sales support: comprehensive preparation of company (as an investment product) to be sold. On-going support for transactions and distributions. 4

5 Strategic Advisory Department Investor relations and sales support division Support for the Transactions and Distribution Department in selling investment products. Maintaining the company s valuation and liquidity, also during market downturns. Preparation of materials for the market (financial reports, prospectuses, etc.). Preparation and distribution of informational materials for analysts and fund managers. Positioning of the company on the capital market based on adopted criteria, including strategy, comparative analysis, SWOT analysis, proprietary benchmarks. Identification and organisation of meetings with shareholders and potential investors, preparation and conduct of road-shows in the country and abroad. Organisation of general meetings. Compliance and information obligations for listed companies and licenced institutions. Crisis management court disputes, black PR attacks, hostile takeover attempts, chance events, image improvement. Information depot Disclosed Information Agent services (Act on Bonds). 5

6 Capital Transactions Department Director: Paweł Zaremba Śmietański Development of proprietary transaction solutions tailored to clients offshore optimisation, investment funds, group remodelling for strategic purposes. Sale of business/acquisition of investors preparation and execution of transactions. Capital raising selection of solutions, preparation and execution of transactions. Stock exchange flotation, public and private offerings all types of instruments. Mergers and acquisitions. Formation of complex financial structures. Financial and economic reports. Prospectuses, memorandums, information documents for debt/equity issues. Research reports. Property acquisition division (acquisition of real estate assets including distressed assets, constructing and executing real estate transactions). Investment and asset management division and management of investments made by the fund Polskie Inwestycje FIZ. 6

7 Capital Transactions Department Investment and asset management division Formation of investment funds for clients as tax optimisation and as an alternative to equity and debt capital raising constructing an investment product, preparing an equity story, drafting documents, selecting and negotiating with partners involved in the process, specifying distribution channels, coordinating sales. Asset management for external customers. The Group s own investment strategies. The Group s own portfolio investments, including managing investments made by the fund Polskie Inwestycje FIZ. 7

8 CARDA Real Estate Director: Agnieszka Płonka Comprehensive execution of the Group s internal property development projects (residential and office segments) financing investor, consortium coordinator, sales. Performance of in-depth due diligence for external customers or internally: comprehensive analysis of formal and legal aspects, costs and sales (capacity analysis), together with calculations of final (marginal) value of real estate properties located in Poland. Acquisition of properties + capability of organising the financing. Transaction advisory related to the sale and purchase of real estate properties, including distressed properties and property development companies. Strategic advisory in the real estate industry, particularly for large developers/property funds. Organisation of asset acquisitions for property funds. 8

9 CARDA Inwestycje Sp. z o.o. Managing director: Tomasz Wróbel Coordination and management of product sales through the distribution network and consortia to retail and institutional investors. Development of strategy for creating and selling products (equity, debt, fund shares, insurance, etc.) selection of product parameters, channels, partners, sales coordination, cost and effect optimisation. Cooperation with the Group and in consortia in the area of creating investment products. Monitoring of market situation as regards market trends offering solutions that will make it possible to develop consensus satisfying all stakeholders (distributors, investors, institutions, service providers). 9

10 Business model key elements CARDA s clients are premium-quality companies we work with them on a longer-term basis based on framework contracts, in a comprehensive approach to tools available through the capital market. Unmatched scope of competence one entity initiating and coordinating all activities on the capital market. Margin chain construction for the Group based on working with trusted clients. Client-side work, i.e. complete representation of selected entities on the capital market, leveraging CARDA s very strong transaction and strategic competences. Creation of investment products for retail and institutional investors, based on fundamental enterprise value. Capacity to impact businesses in which investors have invested and organising exits from investments thanks to CARDA s competences in strategic and transaction advisory. 10

11 Closed-End Investment Funds Investment funds are also known as a tool to generate tax savings. However, the use of funds as a tool to raise capital is still little-known on the market. This form brings two benefits capital raising and tax benefits while using positive financial leverage. CARDA Group creates closed-end investment funds for companies that, being the most effective in their industries, are able to generate recurring rates of return on the assets that they use every day. For investors, this is a very attractive investment opportunity, one in which responsibility for generating rates of return for investors lies with an entity specialized in the given industry. Diversification of fund assets, separate assets and supervision by the Polish Financial Supervision Authority, custodian bank and other institutions make this one of the most effective types of investing. 11

12 Investment products for investors created by CARDA Group Equity we offer long-term investments only in proven companies, with very strong fundamentals, featuring high growth rates and operating in stable industries. We do not deal with short-term speculative high-risk investments. Debt investing in debt securities offered by CARDA Group is a proven way of allocating capital. The security of client funds as well as high and stabile returns are the most important things to us. The securities offered by us are issued by companies with multi-year track records and stable financials. Closed-end investment funds they constitute an important element of the capital market. They issue investment certificates the number of which is fixed and specified in successive issues. Funds invest their assets in securities, receivables, shares of limited companies, currencies, derivatives, property rights, cash-market instruments. 12

13 Group structure INVESTMENT BUSINESS DISTRIBUTION SUPPORT Polish Financial Supervision Authority CAPITAL sp. z o.o. CARDA VC SKA (ASI under PFS authority) Stockbroker in aquisition (under PFS authority) 13

14 Management team at CARDA Consultancy S.A. An accumulation of transaction and capital market knowhow. The company s partners have completed at least 900 transactions in total, including: formation and sale of all types of financial instruments, introduction of securities to trade on all domestic markets (approx. 50 IPOs completed, approx. 100 prospectuses approved by the Polish Financial Supervision Authority), private sales, acquisitions, mergers, investment fund formation, structured products, insurance products, etc., with a total value of close to PLN 20 billion. Many of the projects completed by CARDA Consultancy s partners were pioneering in Poland and today are copied and continued by the entire market. 14

15 Management team at CARDA Consultancy S.A. Paweł Zaremba Śmietański Proxy, Director of Capital Transactions Department Ada K. Kluzek CEO, Director of Strategic Advisory Department Agnieszka Płonka Managing Director, Director of CARDA Real Estate Involved in the capital market since 1993, one of the most experienced public offering specialists in Poland. Introduced or supervised the introduction of shares of approx. 50 companies to the Warsaw Stock Exchange. Author of numerous media publications dealing with investing and legal aspects of the capital market. Doctoral candidate in economics at the Warsaw School of Economics. Professionally involved in the capital market since Specializes in strategic and transaction advisory. Sits on supervisory boards of numerous companies. Graduate of post-graduate studies in commercial and residential real estate in Poland and the U.K. At CARDA Consultancy, leads the property acquisition department. Formerly, worked at Murapol SA, where she was responsible for investment profitability analysis in financial and legal 15 terms.

16 Management team at CARDA Inwestycje Sp. z o.o. Tomasz Wróbel Managing Director of IS, Sales Director CARDA Consultancy S.A. Experienced manager with numerous successes, involved in the capital market since Gained experience in private banking at ING Bank, Bank Millenium, Bank Pekao S.A. Was a specialist at the treasury department of Raiffeisen Bank Polska. Has worked in the insurance market as sales director at Skandia Życie and Open Life. Director at TFI Open Finance and Invista Dom Maklerski S.A. Specialises mainly in investment products. Currently, as CARDA Inwestycje s managing director, participates in creating sales structures. Adrian Chrapek Regional director Janusz Lis Regional director Specialist in investment and savings products, real estate market and With the financial sector associated mortgages. EFPA EFA certificate holder since 2009, Master in finance and and active investor on the capital accounting. Experience in selling and market. Master s degree in marketing advising on financial products and and management and graduate of the investment gained in private banking, Warsaw Institute of Banking. In the brokerage houses and insurance financial advisory and investment companies. As a specialist and an industry since Created and experienced manager, he dealt with the developed TRU Story Finance a stock market and corporate bonds and financial advisory company. Formerly, structured products, certificates and a project manager in the expert sales units of investment funds, investment network at Open Finance. At CARDA real estate and gold. In CARDA Inwestycje, is responsible for contacts Investments is responsible for contacts with VIP investors. Also involved in with investors VIP and business developing the sales network and partners, as well as coordination of the participates in creating new products work of regional representatives and for CARDA Group. advisers. 16

17 Aquisition of existing brokerage house, doing businaess on the polish capital The company constantly develops on polish market e.g. by Acquisition of existing brokerage house Strategy summary: management, developing and increasing asset value, based on existing products developing a new services i.a. depositary service, public offering (bonds and stocks), IPO and Pre-IPO in referance to current CARDA Group business model (approx. 10 public offering per annum) management of existing assets, joining public offering and depositary operations with CARDA Group doubling of financial results within 1 year introduction on the polish/eurasian market 2 new investment/insurance products (e.g. occupational pension schemes) ć effective response for the MIFID 2 implementation, due to 17

18 Examples of other current projects CARDA Venture Capital Fund The fund will be in constant cooperation with PFR (Polish Development Fund). The main objective of the fund is to multiply the value of invested funds. CARDA Venture Capital Fund will reinforce an innovative companies operating in the modern technology sectors such as: IoF engeenering & cosmic industry robotics & automation manufacturing classical monufacturing in modern niches biotechnology & phyzical chemistry engineering e-mobility & logistic 18

19 Selected partners 19

20 CARDA Consultancy S.A. ul. Świętokrzyska 30 lok Warszawa M: Board office: ul. Sienna 93 lok. U District Court for Warszawa-Śródmieście, 12th Commercial Division, KRS , share capital PLN , paid-in all, NIP CARDA Pt Towarzystwo Funduszy Inwestycyjnych S.A. ul. Twarda Sąd Rejonowy dla Warszawy-Śródmieście XII Wydz. Gosp., KRS kapitał zakładowy ,00 zł opłacony w całości NIP CARDA Inwestycje sp. z o.o. ul. Świętokrzyska 30 lok Warszawa Sąd Rejonowy dla m.st. Warszawy XII Wydz. Gosp. KRS kapitał zakładowy ,00 zł opłacony w całości NIP CAPITAL sp. z o.o. ul. Świętokrzyska 30 lok Warszawa Sąd Rejonowy dla m.st. Warszawy XII Wydz. Gosp. KRS kapitał zakładowy ,00 zł opłacony w całości NIP This material is prepared in good faith and with due diligence. It is for information purposes only and does not constitute a proposal to purchase financial instruments in the meaning of the Act on Public Offerings. It should not be construed as a recommendation to invest in any financial instruments. The fund does not guarantee that its investment objective or any result will be met. The fund s participants must be aware that they might lose at least a part of the invested funds. Historic results do not constitute a guarantee of similar results in the future. Individual returns on investment depend on the value of investment certificates when they are purchased and repurchased by the fund and the amount of distribution fees collected. Detailed information about investing in investment funds and investment risks is presented in the Terms of Issue. Information on distribution fees is presented in the fee schedule. Returns on investment in investment funds generated by natural persons are subject to a capital gains tax. This proposal does not constitute an offering in the meaning of art. 66 of the Civil Code. Copying and distributing, in full or in part, of information to unauthorised persons is prohibited by CARDA Consultancy S.A. The purpose of this document is to gauge investor sentiment. This document may contain forward-looking statements that constitute an investment risk or a source of uncertainty and may significantly differ from actual results. This document is based on sources of information that CARDA considers to be reliable. CARDA assumes no responsibility for the effects of decisions made on the basis of this document. This material and any 20 attachments are confidential and may be legally protected.