9,24% REPSOL YPF PURCHASE OPERATION

Transcription

1 9,24% REPSOL YPF PURCHASE OPERATION

2 Index Main points of the transaction Foundations of the transaction Financial Analysis SyV: a story of value generation 2

3 Main points of the transaction

4 Main Points of the transaction Description Acquisition of a % of Repsol YPF through Sacyr Vallehermoso Participaciones Mobiliarias, S.L. (100% Sacyr s ownership). Besides, there are equity derivatives agreed with financial entities per %. The total participation ( the direct one together with equity derivatives) is % at an average price of per share, which represents a total investment of 2,855.6 million. Structure of the operation The total amount of the direct investment, 1,504.7million, has been financed through a bridging loan (due date: 15/1/2007) which will be refinanced through a non-recourse debt. Non-Recourse debt: 85% Equity: 15% Non Recourse debt: Euribor + 0.9% (4.85%) Term: 5-6 years 4

5 Basis of the transaction

6 Basis of the transaction 1.- Strategic reserve The operation is based on a diversification strategy of the Group SyV. In this sense, the operation confirms that: it is a complement of the economic cycles of the rest of divisions through long-term business with supported profitability. It is a complement of the traditional business of the Group SyV by adding higher margins and results. Growth directed towards its presence in the main companies of every sector Construction Promotion Services Concessions Assets Energy 9,24% 6

7 Basis of the transaction 2.- Unique opportunity in the energy market Due to its size, position in the market and healthy financial situation Repsol YPF is an unique opportunity to go into the energy market The moment when the transaction is performed reinforces even more the perspectives of value generation for the Group SyV; Reduced debt level Benefits coming from the improvements predicted in the strategic plan of Repsol YPF Future Sustained Growth of the shareholder s earnings Recovery of the economic situation of Latin-America New projects in upstream/downstream Increase of the profitability and margins. The current value of Repsol YPF is highly priced-attractive with respect to the rest of Spanish companies 7

8 Basis of the transactions 3.- Attractive views of the market Growing demand: According to the Energy Information Administration (EIA) the worldwide oil demand will increase in a 48% between 2003 and Long term Prices relatively steady. It is predicted that the oil prices will not suffer important drops until Worldwide consume of primary energy Evolution of prices at a worldwide level Sources: Historical: EIA Projections: EIA, System for the Analysis of Global Energy Markets (2006) Sources: Historical EIA Projections: EIA, Annual Energy Outlook (2006) 8

9 Basis of the transaction 4.- Description of Repsol YPF: among the main European leaders Market capitalization of the main European companies ( million) 173,549 Fifth integrated oil company in Europe 126,943 98,072 95,608 31,933 16,536 12,878 12,046 6,328 BP TOTAL ROYAL DUTCH SHELL ENI REPSOL YPF CEPSA NORSK HYDRO STATOIL OMV Average market capitalization of the last month as of 13/10/2006 Source: Factset 9

10 Basis of the transaction Description of Repsol YPF: general view Repsol YPF is the leader Spanish oil company and one of the ten biggest private oil companies in the world. First company in Exploitation and Production in the Atlantic basis with a share market of 10% First company in oil stations in Spain and Argentina, with around 7,000 oil stations all over the world and more than 10 million of cards 1First trading company in Spain and Latin-America and third company of oil liquid gases (OLG) at a worldwide level with sales over 3.6m tons for over 15 million of customers First chemical company in Spain and Portugal with more than 2,500 products and presence in more than 80 countries. Worldwide leader in plastics for agriculture. Compromise for the creation of shareholders value and profitability Strong presence in the electrical and gas markets through the capital share of 30.8% in Natural Gas SDG 10

11 Basis of the transaction Financial Key Figures ( million) 30/06/2006 (LTM) (1) Working Incomes EBITDA Working results Results after taxes Investments Working Key Figures 30/06/2006 (LTM) (1) Hydrocarbon Production (K Bep/ day) (2) Oil (K Bep/day) (2) Gas (K Bep/ day) (2) Oil products Sales (kt) Liquid oil gases sale (LOG) (kt) Chemical products Sales (kt) (1) Last 12 months as for 30/06/2006. (2) Data in 30/06/2006. Source: Repsol YPF

12 Basis of the transaction Description of Repsol YPF: geographic presence Repsol is present in more than 30 countries EBIT 30/06/2006 (LTM) (1) Total: m Rest Resto of the del mundo World 34% Spain España 33% ABB* 33% (1) Last 12 months as of: 30/06/2006 Source : Repsol YPF * ABB: Argentina, Brazil and Bolivia 12

13 Basis of the transaction Description of Repsol YPF: business areas European company integrated in the whole value chain of production and trading of oil products Exploration (oil and gas) Production Oil and gas) Pure y Marketing oil(inc. LNG) Petrochemistry LNG Source: Own data 13

14 Basis of the transaction Description of Repsol YPF: exploration and production Business development based on the relations with National Oil Companies (NOCs) Production of K Bep /day 1) First steps in Russia and Central Asia Solid presence in strategic areas Gulf of Mexico Northern Africa Caribbean Sea (1) Last 12 months as of: 30/06/2006 Source : Repsol YPF 14

15 Basis of the transaction Description of Repsol YPF: transport, trading and wholesale marketing Leader in Liquid Natural Gas (LNG) in the Atlantic Bais, with a 10% of the market Electric Third power of the worldwide market per volume of LNG managed through the joint venture with Gas Natural SDG, only back from the companies KOGAS and Tokio Electric Attractive customers portfolio (Trinidad, Argelia, Iran) Canaport Canada Gassi Touil Algeria Persian Camisea Trinidad and Tobago Nigeria Source: Repsol YPF 15

16 Basis of the transaction Description of Repsol YPF: pure and marketing Capacity of the refineries of 1,220 kbepd oil stations (O.S) Brazil 2 refineries: 58 kbepd 415 O.S. Spain 5 refineries: 740 kbepd S. Ecuador 121 O.S. Perú 1 refinery: 102 kbepd 155 O.S. Argentina (1) 3 refineries: 320 kbepd Chile 200 O.S O.S. (1) Includes 50% of Refinor Portugal 428 O.S. Italy 75 O.S. Leader in Spain and Argentina Data: 2005 Source Repsol YPF, AOP 16

17 Basis of the transaction Description of Repsol YPF: leadership in the business of LNG Third worldwide company in LNG and second oil company Market share of 81% in Spain SHV Holding Shell Repsol YPF Amerigas Indian Oil 3,3 France Spain: 81% Portugal: 21% Morocco Zeta Group India Mitsubishi LPG ENI Total Gaz Ferrel SHV Compañías no non oil Holding petroleras companies Ecuador: 38% Peru 30% Bolivia: 37% Chile: 37% Brazil Argentina: 34% m t Million tons Data 2005 source: Repsol YPF 17

18 Basis of the transaction Description of Repsol YPF: Petrochemical Capacity of production in kt First petrochemical company in Spain and Portugal Santader Derived 54 kt Corunna Basis: 60 kt Dynasol (50%) Bilbao Basis: 80 kt Altamira Derived 45 kt Dynasol (50%) Sines Basis: 580 kt Derived: 275 kt Tarragona Basis: kt Derived: kt Plaza Huincul Derived: 411 kt Puertollano Base: 537 kt Derived: 704 kt Bahía Blanca (1) Derived. 933 kt (1) 50% of Profertil Ensenada Basis: 175 kt Derived 592 kt Data 2005 Source: Repsol YPF 18

19 Basis of the transaction Description of Repsol YPF: Strategic plan Distribution of the investment per business Production CAGR: 4,5% (1) GROWING IN UPSTREAM & GNL OPTIMIZING ABB AND DOWNSTREAM O ROACE 2009 > 12% Free cash flow > m Disinvestments > m TRANSFORMING THE PORTFOLIO REDUCING COSTS m Increase the shareholder s profitability 1 Excluding ABB. Source: Repsol YPF 19

20 Financial analysis

21 Financial Analysis Implicit multiples of acquisition vs. multiples of comparable European companies The implicit multiples of the acquisition of 9.24% of Repsol YPF are highly in line with the multiples EV/DACF and P/E at which the rest of comparable European companies are quoting EV/DACF 9.0x 8.5x 8.0x 7.0x 6.0x 5.0x 5.7x 5.6x 5.7x 4.5x 4.2x 4.2x 5.6x 5.7x 5.7x 5.8x 5.9x 5.8x 5.7x 5.8x 5.5x 5.5x 5.3x 5.2x 5.3x 5.3x 5.2x 7.1x 7.1x 4.0x 3.0x 2.0x 1.0x 0.0x Repsol Norsk Hydro OMV Total ENI Royal Dutch Shell Statoil BP 2006e 2007e 2008e Source: Analyst reports 21

22 Financial Analysis Implicit multiples of acquisition vs. Multiples of European Comparable companies P/E 12.0x 10.0x 8.0x 10.6x 10.0x 9.2x 8.7x 8.5x 8.7x 7.7x 7.8x 7.8x 9.3x 9.5x 8.9x 9.1x 8.7x 7.8x 9.4x 9.4x 9.6x 9.1x 8.6x 8.2x 9.9x 9.9x10.0x 6.0x 4.0x 2.0x 0.0x Repsol Norsk Hydro OMV Total ENI Royal Dutch Shell Statoil BP 2006e 2007e 2008e Source: Analysts Reports 22

23 Financial analysis Implicit multiples of acquisition vs. Multiples of Spanish energy companies The implicit multiples of the acquisition of 9.24% of Repsol are highly under the multiples EV/EBIT and P/E of quotation of the rest of Spanish energy companies EV/EBIT 20.0x 18.0x 16.0x 14.0x 12.0x 10.0x 8.0x 6.0x 6.9x 6.0x 7.5x 15.0x 13.9x 11.9x 12.5x 12.6x 11.8x 12.3x 10.4x 10.1x 17.8x 15.7x 13.9x 15.5x 14.2x 12.6x 14,3x 13,3x 12,4x 4.0x 2.0x 0.0x Repsol Cepsa Endesa Gas Natural Iberdrola Union Fenosa Media ex-repsol 2006e 2007e 2008e Source: Analysts Reports andfactset 23

24 Financial Analysis implicit multiples of acquisition vs. Multiples of Spanish energy companies P/E 35.0x 30.0x 25.0x 20.0x 16.4x 22.3x 17.8x 31.3x 29.9x 26.9x 25.8x 26.0x 26.3x 25.7x 24.6x 23.5x 22.1x 22.8x 20.0x 26,1x 23,6x 22,6x 15.0x 10.0x 9.0x 9.7x 10.3x 5.0x 0.0x Repsol Cepsa Endesa Gas Natural Iberdrola Union Fenosa Media Average ex-repsol Repsol 2006e 2007e 2008e Source: Analyst reports and Factset 24

25 Financial Analysis Impact on the Group SyV: net benefit per share Impact on the NBPS of SyV 2,80 2,60 2,40 2,20 2,00 1,80 1,60 1,40 1,20 1,00 ** 2,63 * 1,79 1,60 1,50 1, Post 2007 E EPS BPA Note: It has not been considered any type of synergy or goodwill. * Consolidation by the equity method of 3 months for an estimated result of Repsol YPF according to the consensus of Factset of 3,377 million and of SyV of 356 million together with 9 months of Eiffage (400*33%) ** Consolidation by the equity method for an estimated result of Repsol YPF according to the consensus of Factset of 3,377 million and of SyV of 403million, together with Eiffage (434*33%) 25

26 Financial Analysis Impact on the Group SyV: balance ( million) 30/06/06 30/06/2006 Post Net worth Total assets Net debt Corporative debt net Non-recourse debt 1,908 17,141 11,157 2,734 8,423 1,908 19,997 14,013 5,590 11,279 Total net Debt/ Net worth Total net debt/ Market capitalization

27 SyV: a story of value creation

28 SyV: a story of value creation Ranking per market capitalization ,187 Market Capitalization as of 02/06/2003 ( million) (1) 2,532 3,296 3,029 2, % 397 ACS SYV FER FCC ANA OHL Source: Factset (1) Merger date between Sacyr and Vallehermoso 28

29 SyV: a story of value creation Ranking per market capitalization 2006 Market capitalization as of 13/10/2006 ( million) 13,504 (x3.2) 11,551 (x4.6) 9,482 (x2.9) 8,768 (x2.9) 7,705 (x2.8) 1,488 (x3.7) ACS SYV FER FCC ANA OHL In the last 3 years SyV has been the company of services and construction with the highest growth, multiplying its market capitalization per 4.6x Source Factset 29

30 SyV: a story of value creation stock market evolution in the last 2 years Note: the price of the shares and index have as a base the price of the share of Sacyr-Vallehermoso in September 2004 (euros per share) SyV share has been the one with the highest revaluation in the sector, also highly above the reference index of the Spanish and European markets. In 2 years the share price of SyV has been multiplied 3.6 times 30

31 Conclusion The operation is framed in the strategy of diversification and growth of SyV. It comes to reinforce the long term business and sustained profitability and confirms the idea of being present in the main companies of every sector where the Group is acting. 31