Sharing a vision for the future. UBS Business Services Conference. London, September 16, SPIE, sharing a vision for the future

Transcription

1 Sharing a vision for the future UBS Business Services Conference London, September 16, 2015

2 A European leader in multi-technical services Revenue 1 : 5.22bn EBITA 1 : 334m EBITA margin 1 : 6.4% ~35 countries 550+ locations 38,000+ employees 4 Reporting segments 3 Activity segments Focus on Asset Support (2014 revenue) (2014 revenue) (2014 revenue) North-Western Europe 23% Oil & Gas and Nuclear 16% France 46% Technical Facility Management 34% Mechanical and Electrical Services 45% New Facilities 18% Germany & CE 15% Information & Communications Technology Services ("ICT") 21% Asset Support 82% Note: figures 2

3 Uninterrupted revenue growth, margin expansion and excellent cash conversion Revenue Revenue CAGR: 9% Average organic growth: 2.4% 90 acquisitions since 2006 EBITA EBITA CAGR: 18% +320bps margin expansion Cash conversion and deleveraging Average cash conversion: 100%+ 4 Cash conversion (1) (%) n.a ,332 2,652 3,116 3,625 3,664 3,661 3,984 4,115 4,563 5, % % % % % % % % % % Net Debt / LTM EBITDA (2) 6.3x 4.8x 3.6x 3.2x 2.4x 4.5x 4.1x 3.9x 3.4x Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 ( m) Dec-13 ( m) Dec % 3 LBO in August 2011 Levered at 5.1x Notes: 1 Cash conversion is defined as Cash Flow from Operations divided by EBITA. Cash Flow from Operations corresponds to EBITA, plus depreciation, plus change in net working capital and in provisions related to expenses and income included in the EBITA, less capital expenditures (excluding investments for acquisitions) 2 Based on pro forma EBITDA PF EBITA margin 4 Since 2007 LBO 3

4 The largest European independent multi-technical services provider in highly fragmented markets High Technical focus Building and Facility 5 0 (5) Global Corporate Services 1 Low Local Geographic (10) footprint Divisions of large groups Independents Pan-European Source: SPIE estimates based on industry and companies' information Note: Bubble size corresponds to latest revenue for the entity 1 Including acquisitions of Norland Managed Services Ltd and GWS 4

5 What we do Illustrative examples of services Mechanical and Electrical Services (45% of revenue 1 ) Electrical services General electric installation Industrial processes and automation Building technology External networks and public lighting Electronic security and building environment Electronic security systems Mechanical services HVAC Mechanical, hydraulic and pneumatic assemblies Piping Rotary machines, compressors, pumps, motors and turbines Boiler systems Refrigeration Fire protection Smoke removal Information & Communications Technology Services (21% of revenue 1 ) Voice systems Telephony over IP Data systems Data storage IP video surveillance Information technology Desktops Servers Telecom networks Technical Facility Management (34% of revenue 1 ) Technical maintenance and upgrade of buildings in private and public sector Industrial maintenance Energy saving solutions Note: group revenue 5

6 Delivering energy- efficient facilities and infrastructures H highlights Stuttgart SI-Erlebnis- Centrum Stuttgart Contract renewal for a period of 11 years Maintenance and upgrade of heating, air conditioning, electricity and drinking water supply systems Committed energy saving targets Supply of multi-technical services in 5 sites located in Northern Germany 370 buildings and industrial warehouses (surface area of 1.7 million sq.m) Operation, maintenance of the heating, ventilation, air conditioning systems, taking over the daily operational management of the equipment and supply of 24/7 services Glasgow University Hospital Centre Design, supply, installation and commissioning of an innovative solution for global hospital fire security Fire detection and fire alarm system integrated in the building management system Commissioning assistance and start as part of the Sadara project in Saudi Arabia, the world s largest chemical complex made up of 26 integrated manufacturing plants 6

7 Strong secular drivers Green economy / Energy efficiency Shifts in mix of energy production and distribution Deployment of new technologies and service innovation Renewal and upgrade of customer's assets Tightening environmental and energy efficiency regulation Growing importance of environmental values Increasing energy consumption and prices driving demand for energy efficiency solutions and savings Governments implementing financial incentives to favour switch to renewable energies Steadily growing renewable energy production (solar, wind, etc.) Shift in energy sources reshaping distribution infrastructure Continued investments in energy infrastructure Increasing technical complexity of buildings and infrastructure (automation, integrated systems and solutions, etc.) Communication technologies and managed services Increasing share of technology in building and infrastructure cost Visible replacement pipeline transport, energy transmission, distribution and telecommunication Increasing need of upgrade to comply with regulation Increasing complexity of assets driving outsourcing trends 7

8 Rapidly expanding ICT capabilities IT infrastructure - Communication networks Telecom Infrastructure - Fix and mobile Electrical / Instrumentation Automation and Software Building Technologies - Integrated Security & Safety % of Group ICT revenue 1 52% 14% 18% 9% Capabilities IP video protection Telephone over IP Data storage and servers Broadband and high-speed broadband networks Wireless communication Backbone equipment Long-distance networks Overhead systems (3G/4G) Cloud Computing Remote management and maintenance Smart and tele-metering Work stations, VDI networks (voice, data, images) Information system security Broad universe of clients Key partners Note: 1 Others representing 7% include Goesciences activities and miscellaneous ICT activities 8

9 Recurring bolt-on M&A part of our DNA Since July bolt-on acquisitions Our track record Over c. 460m invested Self funded Average EBITA multiple of 5.7x 1 Growth from bolt-on M&A (% above organic growth p.a. excluding UK and Germany platform acquisitions) 5.0% 4.3% 5.4% 4.4% Average 3.5% 3.2% 2.9% 3.2% Density 1.9% 1.2% In m Number of bolt-ons Revenue acquired Acquisition spend Service expansion Customer portfolio expansion Average of 3.5% growth p.a. from bolt-ons over the last 9 years Note: 1 Before synergies and return on WC improvements 9

10 A proven model: a virtuous cycle of growth Growth Margins Cash Dividends Solid Total Growth Operational Discipline Cash Conversion Deleveraging Bolt-on acquisitions 10

11 Solid performance in H Revenue up 5.3% EBITA up 7.5% Margin up 11 bps; up in every segment 1 acquisition completed in the period and another in July, c. 110m of annual PF revenue Numac in the Netherlands (May 1st ) Leven Energy Services in the UK (July 22nd ) Good pipeline of further bolt-on opportunities for H2 A proven model 11

12 Revenue Development m 2, % (49) +2.9% % % 2,584 H Organic growth at constant FX FX(1) Bolt-ons H Expected contraction in France and Oil & Gas offset by Germany & CE and North-Western Europe performance and positive FX effect 1 Please refer to exchange rates table page 24 12

13 EBITA and EBITA margin trends Group EBITA ( m) Group EBITA margin m Half year Full year Half year Full year 6.1% 6.4% 6.5% 6.2% 6.4% % % 5.1% 5.6% 5.2% 5.4% 5.5% PF¹ Continuous margin improvement and EBITA growth Note: 1 Pro forma financial information including all acquisitions carried out during 2013, in particular the Hochtief Service Solution activities, as if such acquisitions had been carried out as of January 1,

14 Further progress in growing our Pan-European footprint Oil & Gas and Nuclear 16% First half 2014 revenue France 46% Oil & Gas and Nuclear 16% First half 2015 revenue France 42% North- Western Europe 24% North- Western Europe 25% Germany & CE 14% Germany & CE 17% 14

15 France 42% of total revenue Revenue and EBITA ( m) Comments 1,124 1,086 Resilient results in a challenging environment Good performance in aerospace 5.7% 5.7% Market share gains in telecom sector Continued weakness in public sector (mainly new build activities) +6bps margin increase H H outlook Gradual improvement expected in H2; still expected to report annual organic contraction of low single digit Higher tender activity (>10% increase vs. H1 2014) Growing M&A pipeline of small, targeted bolt-ons 15

16 Germany & CE 17% of total revenue Revenue and EBITA ( m) Comments 447 Strong H performance Recent acquisitions performing well 342 Continuing roll-out of the SPIE model 6 1.9% % 4% reduction in German headcount Restructuring substantially complete Legacy contracts exited or renegotiated and fully provided for Excellent margin increase +90bps H H outlook Expected to deliver positive organic growth In line with SPIE model, continued focus on small project wins Margin improvement will moderate during 2nd half 16

17 North-Western Europe 25% of total revenue Revenue and EBITA ( m) Comments % 3.4% Robust H1 performance Benefiting from recent acquisitions Margins up +10bps driven by contract selectivity and continued savings on procurement costs Acquisition of Numac in the Netherlands (May 2015) and Leven Energy Services in the UK (completed in July 2015) H H outlook Growing confidence in second half outcome Activities in Portugal under strategic review 17

18 Oil & Gas and Nuclear 16% of total revenue Revenue and EBITA ( m) Comments % 8.8% Margins up 48bps Steady margin improvement in O&G Strong increase in Nuclear EBITA margin Oil & Gas Stable activity in maintenance and production support services Positive impact of FX H H Partially offset by the anticipated decline in OCTG 1 activities Nuclear Good performance in H outlook. Oil & Gas Some signs of renewed O&G tender activity Outlook for OCTG 1 remains uncertain Benefiting from FX Confident on margins Nuclear to keep delivering good performance Notes: 1 Oil Country Tubular Goods 18

19 Second half focus Continue to focus on EBITA and cash Maintain strong margin discipline Streamlined organisation positioned to benefit from French recovery Capitalize on H1 progress in Germany and the UK The Imtech situation presents revenue opportunities particularly in the Netherlands OGS: sustained tender activity, managing the cost base Continue to increase capabilities and exposure to ICT Convert the robust acquisition pipeline 19

20 2015 outlook Total group revenue of 5.4bn- 5.5bn Continued contribution from bolt-on acquisitions offsetting slight organic decline at constant currency France to see gradual improvement throughout the year while expected to report an annual organic contraction at low single digit Germany & CE and NW Europe to deliver positive organic growth and benefit from positive FX effects Oil & Gas expected to decline by c.10% at constant currency while FX expected to entirely offset the decrease; Nuclear to keep delivering organic growth Expected c.2% positive currency impact Over 10bps increase in EBITA margin 100% cash conversion 20

21 Guidance Total group revenue CAGR of 5-7% Medium-term guidance ( ) 2-3% organic revenue CAGR Average of 200m full year revenue acquired p.a. (average 6% margins) 10-20bps increase in EBITA margin p.a. (before acquisitions) 100% cash conversion Dividend policy SPIE intends to adopt an initial pay-out ratio of 40% of adjusted net profit 1 First dividend to be paid by the company will be announced with preliminary results for the year ended 31-Dec-15 Note: 1. Adjusted net profit corresponds to profit before amortisation of acquisition-related intangibles; subject to AGM approval 21

22 Appendix Additional Financial Disclosure 22

23 Detailed results by reporting unit Group France Germany & CE North- Western Europe Oil & Gas and Nuclear Holding H H Growth Revenue 2, , % EBITA % Margin 5.5% 5.4% Revenue 1, ,124.1 (3.4)% EBITA (2.3)% Margin 5.7% 5.7% Revenue % EBITA % Margin 2.8% 1.9% Revenue % EBITA % Margin 3.4% 3.3% Revenue % EBITA % Margin 8.8% 8.4% EBITA N/M 23

24 Exchange rates Currency mix (% of 2014 PF revenue) Average rate: H H GBP 8% USD 7% CHF 3% MAD 1% EUR/GBP EUR/USD EUR/CHF EUR/MAD Closing rate: H H EUR/GBP EUR 81% EUR/USD EUR/CHF EUR/MAD

25 Consolidated income statement m H H Revenue from ordinary activities 2, ,544.1 Other income Operating expenses (2,554.9) (2,448.9) Recurring operating income Other operating income (loss) (1.1) (0.6) Group operating income Net income / (loss) from companies accounted for under the equity method Operating income Net financial expenses (127.1) (84.9) Other financial income and expenses (0.7) (3.2) Pre-tax income (0.8) 23.0 Income tax expense (9.7) (16.7) Net profit from continuing operations (10.5) 6.3 Net profit from discontinued operations (0.4) (1.0) Net income (10.9) 5.3 Net income from continuing operations attributable to: Owners of the parent (9.6) 5.4 Non-controlling interests (0.9) 0.9 Net income attributable to: Owners of the parent (10.0) 4.4 Non-controlling interests (0.9)

26 P&L bridges Bridge Revenue to Revenue from ordinary activities Bridge EBITA to Operating income m H H Revenue as per management accounts 2, ,453.5 SONAID Holdings activities Others 1.4 (1.4) Revenue from ordinary activities 2, ,544.1 m H H EBITA Amortisation of intangible assets 2 (15.5) (22.3) Discontinued activities and restructuring costs 0.0 (0.4) Financial commissions (0.9) (0.9) Non-controlling interests Others (1.2) (0.4) Operating income Notes: 1 SONAID is entered in the consolidated account using the full consolidation method while it is integrated on a proportional basis in our management accounts (55%) 2 Allocated goodwill 3 Minority stake in SONAID 26

27 Consolidated cash flow statement Cash and cash equivalent at beginning of the year m H H Net income (10.9) 5.3 Net income from companies accounted for under the equity method (0.1) (0.2) Depreciation, amortization and provisions Proceeds on disposals of assets 3.2 (0.7) Dividend income Other non cash items (5.5) (3.9) Income tax expenses Net financial expenses Internally generated funds from operations Dividends received from companies accounted for under the Equity Method Income tax paid (35.7) (23.9) Changes in operating working capital requirements (252.7) (139.9) Net cash flows from operating activities (141.7) (39.8) Effect of changes in the scope of consolidation Acquisition of property, plant & equipment and intangible assets (10.3) (26.3) (13.9) (9.6) Net investment in financial assets (0.1) (0.5) m H H Changes in loans and advances granted Proceeds from disposals of property, plant & equipment and intangible assets Proceeds from disposals of financial assets Dividends received Net cash flow used in investing activities (21.3) (34.6) Issue of share capital Proceeds from borrowings 2, Repayments of borrowings (2,858.8) (58.1) Interest paid (79.8) (52.8) Dividends paid to owners of the parent Dividends paid to non-controlling interests 0.0 (0.1) Other cash flows from financing activities Net cash flows from (used in) financing activities (86.6) (58.1) Impact of changes in exchange rate Impact of changes in accounting policies (0.1) 0.0 Net change in cash and cash equivalent (239.3) (131.2) Cash and cash equivalent at end of the year

28 Consolidated balance sheet m Jun-2015 Dec-2014 Intangible assets Goodwill 2, ,123.2 Property, plant and equipment Investments in companies accounted for under the equity method Non-consolidated shares and long-term borrowings Other non-current assets Deferred tax assets Total non-current assets 3, ,339.1 Inventories Accounts receivables 1, ,555.3 Current tax receivables Other current assets Other current financial assets Cash management financial assets Cash and cash equivalents Total current assets from continuing activities 2, ,421.7 Assets classified as held for sale Total current assets 2, ,429.7 Total assets 5, ,768.8 m Jun-2015 Dec-2014 Share capital Share premium 1, Consolidated reserves 16.9 (21.8) Net income attributable to owners of the parent (10.0) (18.4) Equity attributable to owners of the parent 1, Non-controlling interests Total equity 1, Interest-bearing loans and borrowings 1, ,223.2 Non-current provisions Accrued pension and other employee benefits Other long-term liabilities Deferred tax liabilities Total non-current liabilities 1, ,872.3 Trade and other payables Interest-bearing loans and borrowings (current portion) ,182.2 Current provisions Income tax payable Other current operating liabilities 1, ,269.4 Total current liabilities from continuing activities 2, ,524.2 Liabilities associated with assets classified as held for sale Total current liabilities 2, ,533.3 Total liabilities 5, ,

29 Disclaimer IMPORTANT NOTICE: By attending the meeting where this presentation is made, or by reading the following presentation slides, you agree to be bound by the following limitations and qualifications: This document has been prepared by SPIE (the Company ) solely for the use at its meetings with investors to be held in connection with the initial public offering of ordinary shares of the Company in France and the offering to institutional investors in and outside of France. Participants should read the document de base of SPIE, which was filed with the Autorité des Marchés Financiers ( AMF ) under n I.15- on 19 May 2015 (the Document de Base ), which is available on the AMF s website at and on SPIE s website at The Document de Base presents a detailed description of SPIE, its business, strategy, financial condition, results of operations and risk factors. The activity and the financial condition of the Company are described in the Company s offering documents, which are comprised of (i) the English language preliminary international offering circular (the IOC ) and (ii) the French language prospectus (the French Prospectus and, together with the IOC, the Offering Documents ) which received visa number from the French Autorité des marchés financiers (the AMF ) on 29 May 2015 comprised of (A) the document de base registered with the AMF under number I on 19 May 2015 (the Document de Base ), (B) the actualisation du document de base filed with the AMF under number D A01 on 29 May 2015 (the Actualisation du Document de Base ), (C) a note d opération (the Note d Opération ) and (D) the summary of the French Prospectus (included in the Note d Opération), to which investors are invited to refer. The French Prospectus may be obtained on the website of the Company ( and on the website of the AMF ( In the event of any discrepancies between this document and the Offering Documents, the Offering Documents shall prevail. Investors attention is drawn to the risk factors described in Chapter 4 of the Document de Base and the Actualisation du Document de Base and Chapter 2 of the Note d Opération. Any investment decision shall only be made on the basis of the Offering Documents. This presentation does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any offer of SPIE securities may only be made in France pursuant to a prospectus having received the visa of the AMF or, outside of France, pursuant to an offering document prepared for such purpose. The presentation is being provided to you solely for your information, and it may not be reproduced, redistributed or published (whether internally or externally to your company), directly or indirectly, in whole or in part, to any other person. Neither this presentation nor any copy of it may be taken, transmitted into or distributed in the United States of America, Canada, Australia or Japan. Non-compliance with these restrictions may result in violation of legal restrictions of the United States of America or of other jurisdictions. This presentation includes only summary information and does not purport to be comprehensive. No reliance should be placed on the accuracy, completeness or correctness of the information or opinions contained in these presentation materials. None of SPIE, the managers, the advisors, or any of their affiliates, directors, officers and employees shall bear any liability (in negligence or otherwise) for any loss arising from any use of these presentation materials or their contents or otherwise arising in connection with these materials. The market data and certain industry forecasts included in this presentation were obtained from internal surveys, estimates, reports and studies, where appropriate, as well as external market research, publicly available information and industry publications. Save as otherwise indicated, these market data and industry forecasts are extracted from a market study commissioned from Bain & Company by SPIE. SPIE, its affiliates, directors, officers, advisors and employees have not independently verified the accuracy of any such market data and industry forecasts and make no representations or warranties in relation thereto. Such data and forecasts are included herein for information purposes only. This presentation includes pro forma financial information in relation to the financial year ended 31 December 2013 that have been prepared as if all the acquisitions made in 2013, including Hochtief s Service Solutions, had been acquired at 1st January This pro forma information is provided only for information purposes and does not represent the results that would have been achieved if these acquisitions had actually been completed on 1st January Certain information included in this presentation and other statements or materials published or to be published by SPIE are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the environment in which SPIE operates, and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date of this presentation and SPIE expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this presentation to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forward looking statements in this presentation are for illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of SPIE. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or identified under Chapter 4 Facteurs de Risques in the Document de Base and the Actualisation du Document de Base filed by SPIE with the AMF. 29