Acquisition of Whitbread Pub Restaurants. July 2006

Transcription

1 Acquisition of Whitbread Pub Restaurants July 2006

2 Agenda Key features of transaction Financial and strategic rationale Assets acquired Brand conversion plans and profits uplifts Management integration Productivity and purchasing gains Value Creation 2

3 Acquisition sources of value Accelerates MAB repositioning to high growth eating out market 239 of the best pub sites in the UK Acquired for 490m and 7m contingent deferred consideration Equivalent to 2.1m per pub site (highly attractive vs greenfield sites) Increase sales through conversion to MAB proven formats AWT +30% post conversion Improve margins Employment cost ratios are currently significantly higher than MAB pub restaurants* Purchasing gains of 5m p.a. Format conversions, productivity and purchasing gains *sites without adjacent lodges 3

4 Financial and strategic rationale Opportunity to raise profitability to levels in MAB pub restaurants* Comparable EBITDA per site over 50% higher in MAB Create value for shareholders Extend leadership of residential, eating out market Add sites with 1m+ p.a. of sales potential Value creative acquisition to accelerate MAB growth * sites without adjacent lodges 4

5 Assets Acquired Short Leasehold, 5% Long Leasehold, 15 % 6% Trading Statistics Freehold, 80% AWT 16k Declining trajectory -3.7% LFLs* 4% 19% 7% 3% 7% Locational characteristics Mid market suburbia Affluent commuter belts Quality assets in prime MAB target locations 6% 9% 31% 3% 6% * 13 weeks to 1 June

6 High Quality Sites 239 sites with huge unlocked development potential Current trading performance only relevant pre conversion Value to be added from MAB formats and operating skills Sites are equivalent to top quartile of MAB estate Value underpinned by current property valuations Irreplaceable assets amidst attractive demographics 6

7 The Scotsbridge Mill, Rickmansworth 7

8 Royal Saracens Hotel, Beaconsfield 8

9 The Katarina, Brighton 9

10 The Downlands, Worthing 10

11 The Windmill, Littlehampton 11

12 The Fishers Pond, Eastleigh 12

13 The Cockle Shell, Swansea 13

14 The Ship Inn, Lymington 14

15 The Amesbury Archer, Amesbury 15

16 The Bathampton Mill, Bathampton 16

17 The Mansion House, Reading 17

18 Conversion plan and upside opportunity Intensive preparation and planning All sites visited and surveyed by profit accountable, operators and property management All sites have a detailed operational and investment appraisal Conversion uplifts reality checked against comparable MAB sites Local demographics Site characteristics and scale Optimal brand and format fit Takes and margins Detailed plans for rapid delivery of conversion sales and profits uplifts in under 2 years 18

19 The conversion opportunity 207 conversions to MAB brands and formats 11 ex-beefeaters to be traded as new steak house format under development 5 Franchises 16 Disposals Detailed future plans for all sites 19

20 MAB Conversion Plans Convert 207 sites in under 2 years MAB proven brands & formats 176 Restaurants Harvester Innkeepers Fayre Premium Country Dining Pub Carvery Toby Carvery Vintage Inns 31 Pubs & Bars Ember Inns Sizzling Pub Co Bells of Ouzeley, Old Windsor Toby Carvery, Carlisle High returns from 85m of expansionary capex 20

21 MAB Conversion Opportunity Per pub Acquired sites* MAB Pub Restaurants** AWT 16k 21K Ave EBITDA 190k 320k Sales 30%+ ahead drives higher margins * 12 months to 1 June 2006 ** Comparable sample of 378 sites 12 months to 13 May

22 Current performance Expected unsustainable profits pre-conversion Low food and drinks volumes relative to site capacity Uncompetitive retail pricing given food quality Low staff productivity Comparison to MAB demonstrates scale of potential upside 22

23 Management integration Pubs to be initially traded under existing brands Beefeater sites converted first Transitional services agreement with Whitbread Pending conversion of IT systems Managed separately to maintain operational focus Transferred to MAB divisions post conversion Adam Fowle to manage integration Experienced, high quality licensees 9m one-off integration costs 4m incremental overhead in year 1, falling to 2m p.a. thereafter Key focus on defending base profits and efficient conversion process 23

24 Structure and Acquisition Costs Asset purchase - Class 2 transaction due to complete on 28 July - Transitional arrangements, winding down over 12 months Acquisition Price - Cash on completion 490m - Contingent deferred consideration 7m 497m Transaction Costs - Fees / Stamp duty 12m Total Acquisition Costs 509m 24

25 Acquired Sites - Financial Performance MAT to Feb 06 MAT to May 06 Turnover 195m 194m EBITDA 48m 45m EBIT* 40m 37m LFL Sales down 3.7% in 13 weeks to end May * On MAB depreciation basis 25

26 Expected Returns Marginally dilutive in Year 1 NOPAT covers WACC in Year 2 First full year post-conversion is Year 3 Returns building towards existing MAB levels Intensive conversion programme in first 2 years 26

27 Value Creation Opportunity Investment per site EBITDA per site EBITDA Multiple Acquisition Price 497m 2.1m 190K 11x Transaction Costs 12m Integration Costs 9m Expansionary Capex 85m Total Investment 603m 2.5m 300K+ 8.3x Realise full potential of high quality sites 27

28 Acquisition Financing Short-term bridge facility in place to fund acquisition Move to medium-term unsecured loan facility in addition to refinancing of existing business Refinance acquired assets post conversion on longerterm structure based on uplifted EBITDA Consistent approach to financing strategy 28

29 Return of Funds On-track to implement refinancing by end September On-going disposals to generate at least 70m this year Plan to solicit offers for c.100 smaller drinks-led pubs Completed 32m of 59m second half buy-back Still expect to return of the order of 500m 29

30 Summary Investment in high quality sites with excellent potential - Consistent with stated strategy - Additional source of growth - Significant value creation opportunity Continue to expect return of c. 500m to shareholders - Refinancing to capitalise on strong business performance - Further disposals planned - Return surplus funds by end of calendar year Delivering value and cash returns 30

31 Acquisition of Whitbread Pub Restaurants July 2006

32 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation contains certain forward-looking statements as defined under US legislation (section 21E of the Securities Exchange Act of 1934) with respect to the financial condition, results of operations and business of Mitchells & Butlers and certain of the plans and objectives of the board of Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use such words as will, should, continue, anticipate, target, expect, estimate, intend, plan, goal, believe or other words of similar meaning. The forward-looking statements contained herein are based on assumptions and assessments made by Mitchells & Butlers management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. By their nature, forward-looking statements are inherently speculative and involve risk and uncertainty, and there are a number of factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These factors include, but are not limited to: the future balance between supply and demand for Mitchells & Butlers sites; the effect of economic conditions and unforeseen external events on Mitchells & Butlers business; the availability of suitable properties and necessary licenses; consumer and business spending, changes in consumer tastes and preference; levels of marketing and promotional expenditure by Mitchells & Butlers and its competitors; changes in the cost and availability of supplies; key personnel and changes in supplier dynamics; significant fluctuations in exchange rates, interest rates and tax rates; the availability and effects of any future business combinations, acquisitions or dispositions; the impact of legal and regulatory actions or developments; the impact of the European Economic and Monetary Union; the ability of Mitchells & Butlers to maintain appropriate levels of insurance; the maintenance of Mitchells & Butlers IT structure; competition in markets in which Mitchells & Butlers operates; political and economic developments and currency exchange fluctuations; economic recession; management of Mitchells & Butlers indebtedness and capital resource requirements; material litigation against Mitchells & Butlers; substantial trading activity in Mitchells & Butlers shares; the reputation of Mitchells & Butlers brands; the level of costs associated with leased properties; competition for high quality managers; declining sales of beer in pubs in the UK; food safety scares; funding liabilities in respect of the Group s pension schemes and the weather. No statement in this presentation is intended to be a profit forecast or to imply that the earnings per share of Mitchells & Butlers for the current or future financial years will necessarily match or exceed the historical or published earnings of Mitchells & Butlers. 32