EBRD: a finance partner to Small and Medium Enterprises. October PDF Free Download

EBRD: a finance partner to Small and Medium Enterprises October 2014

Contents EBRD at a glance The EBRD s Small Business Initiative an integrated approach to SME finance and development Direct Financing for Small and Medium Enterprises what can EBRD do for you 27 October, 2014 2

What is the EBRD A multilateral development bank, established to promote transition to market economies Operating in 35 countries from central Europe to central Asia Owned by 65* countries and two inter-governmental institutions Having a Capital base of 30 billion Triple-A rated by the major rating agencies In 2011, the Bank expanded its operations to Egypt, Morocco, Tunisia and Jordan (Southern and Eastern Mediterranean SEMED region) In 2014, the EBRD welcomed Cyprus and Libya as a recipient country and member respectively. *Libya is yet to become a fully ratified member of the EBRD 27 October, 2014 3

The EBRD s objectives Objectives: To promote transition to market economies by investing mainly in the private sector To mobilise significant foreign direct investment To support privatisation, restructuring and better municipal services to improve people s lives To encourage environmentally sound and sustainable development 27 October, 2014 4

EBRD s objectives achieved through financing the private sector EBRD invested nearly 90 billion in more than 4,000 projects since 1991 Results in 2013: 8.6 billion invested in 392 projects Private sector accounted for 79% share Debt 81%, Equity 14% & Guarantee 5% 10.000 9.000 8.000 7.000 6.000 5.000 4.000 3.000 2.000 1.000 0 450 400 350 300 250 200 150 100 50 0 Note: Unaudited as at 31 July 2014 ABI (reported rate) Number of operations (#) 27 October, 2014 5

Where we invest 27 October, 2014 6

EBRD: Shareholding Structure The EBRD has a triple-a rating from all three main rating agencies (S&P, Moody s and Fitch) Shareholding Structure Japan 9% USA 10% EU 27 Countries 63% (1) Others 11% EBRD region excluding EU 7% (2) As at 13th July 2012 (1) Includes European Community and European Investment Bank (EIB) each at 3%. Among other EU countries: France, Germany, Italy, and the UK each holds 8.6% (2) Russia at 4% 27 October, 2014 7

Sector portfolio distribution Investments of the EBRD by sector Equity Funds 4% Financial Institutions 30% Municipal & Env Inf 7% Natural Resources 7% Power and Energy 16% Manufacturing and Services 11% Agribusiness 11% Transport 14% Note: Unaudited as at 31 December 2013 27 October, 2014 8

Geographic portfolio distribution Investments of the EBRD by country / region Southern & Eastern Mediterranean 2% Russia 24% Central Asia 7% Turkey 8% South-eastern Europe 24% Central Europe & Baltics 16% Eastern Europe & Caucasus 19% Note: Unaudited as at 31 December 2013 27 October, 2014 9

Key strengths of the EBRD Operational Extensive knowledge of local economy, business environment and practices, local presence Engaged minority partner for business A business partner who shares risks, including political Catalyst to access additional equity, debt and trade finance Provides finance to both private and public sector clients High standards for corporate governance and compliance Institutional Strong, internationally recognised financial partner with long-term perspective Close working relationships with governments and shareholders Political leverage due to EBRD s unique mandate and shareholder structure Preferred Creditor Status Triple-A credit rating Close cooperation with market sources of capital to fill market gaps 27 October, 2014 10

What is the Small Business Initiative? A strategic initiative of the EBRD formally set up in 2014 Aimed at providing comprehensive support to small businesses (SME and mid caps), through: Access to finance directly or through intermediaries Consultancy support for implementation of various measures supporting the corporate governance, acquisition of know how, investment in equipment, etc. Policy dialogue with the local authorities to improve the conditions for doing business and creating a more favourable investment environment Building upon the significant experience of the Bank in this sector 27 October, 2014 European Bank for Reconstruction and Development 2012 12

The 5 Pillars of the SBI PILLAR 1 PILLAR 2 PILLAR 3 PILLAR 4 PILLAR 5 Indirect Co-financing/ Direct Business Policy financing Risk-sharing financing Advisory Dialogue Financing of financial intermediaries for on-lending to MSMEs; investments in equity funds with focus on SMEs Co-financing of or risk-sharing on SMEs with local partners, whether banks, equity funds (for corporate) Direct, tailormade debt and equity financing of SMEs with strong postinvestment value creation potential Various business advisory activities in support of MSMEs Policy dialogue initiatives aimed at improving SMEs business environment and access to finance MSME credit lines; Energy Efficiency credit lines Trade Facilitation MCFF; VCIP; various ad hoc structures Direct investments Up to EUR 10 million SBS LTT; RO/OCE/VP Policy activities Equity Funds 27 October, 2014 European Bank for Reconstruction and Development 2012 13

Eligibility for financing Eligible investments: expansion, restructuring or acquisitions of existing private businesses A delegated facility for equity and quasi-equity investments, as well as tailor-made debt financing Established jointly by the EBRD and the Italian Government in 2006 Eligible sectors: a wide range of sectors, with a few exceptions (weapons, spirits, tobacco, gambling, etc.). All investments must be in line with sound environmental principles For Geographic investments expansion in the Balkans of the Bank s (Albania, region Bosnia & Herzegovina, Bulgaria, of operations Croatia, FYR Macedonia, Kosovo, Montenegro, Romania, Serbia), Turkey, and the SEMED region (Egypt, Jordan, Morocco, Tunisia) Size of investments: individual investments range between EUR 1 million and EUR 10 million (larger amounts also available) To meet the growing financing needs of dynamic local SMEs, not sufficiently supported by other financing sources Time horizon: a period of 3 to 10 years (up to 15 years for project finance deals) Target Stake (for equity): in the range of 20 to 35% of the capital of the company 27 October, 2014 European Bank for Reconstruction and Development 2012 15

What are the key objectives? Enhancing competitiveness and product quality: strengthening ability to compete and improving the quality of goods and services Innovation: introducing new, replicable products and technologies to achieve better use of labour, higher productivity and efficiency improvements Geographic expansion of the Bank s region of operations Setting standards for corporate governance: encouraging investee companies to apply higher standards Improving energy efficiency and resource utilisation 27 October, 2014 European Bank for Reconstruction and Development 2012 16

Available Financing Instruments A full range of instruments, tailored to the needs of the company Equity and quasi-equity Common shares - minority position only (up to 35%) Preferred shares Mezzanine loans (with or without warrants) Subordinated loans Convertible loans Loans Senior loans, including on project finance basis Long-term (up to 10 years for corporate loans and up to 15 years for project finance) Floating or fixed interest rates Choice of currencies -, US$, LCY (in some cases) Market-based pricing 27 October, 2014 17

Equity vs. Debt transactions In an equity deal EBRD contributes to the share capital of the company and A delegated facility for equity and quasi-equity investments, as becomes a partner well as of tailor-made the owners. debt financing The consequences are as follows: Established jointly by the EBRD and the Italian Government in 2006 The owners of the Company and EBRD agree to develop the business together and bring the company to the next level (a growing, well organised and competitive company); For Geographic investments expansion in the Balkans of the Bank s (Albania, region Bosnia & Herzegovina, Bulgaria, of operations Croatia, FYR Macedonia, Kosovo, Montenegro, Romania, Serbia), Turkey, and the SEMED region (Egypt, Jordan, Morocco, Tunisia) They share proportionally the benefits (profits, dividends) of the enlarged To meet the growing financing needs of dynamic local SMEs, company, but also not sufficiently the associated supported by other risks; financing sources The company does not need to pay any interest or provide collateral for the additional capital received from the EBRD, but needs to facilitate its exit; In a debt deal the company receives a loan from the EBRD and is responsible for its repayment out of its revenues (or the agreed collateral). 27 October, 2014 European Bank for Reconstruction and Development 2012 18

Investment Process (1) Pre-investment phase Mandate Letter Term Sheet Preliminary Discussions Screening Due Diligence and Structuring Initial meetings and site visits. Discussions on mutual interest for cooperation. Entrepreneurs provide information about their company and the project. EBRD Bankers prepare a Concept Review Memorandum for approval by the Investment Committee. EBRD and outside consultants conduct technical, environmental, legal and financial due diligence on the company and the project. Bankers and the entrepreneurs define and agree on the transaction structure and valuation/ pricing. Final Decision of the Investment Committee 27 October, 2014 European Bank for Reconstruction and Development 2012 19

Investment Process (2) Post-investment phase (from 3 to 10 years) Investment Management and Monitoring Exit Legal Agreements are drafted and executed. Subscription and disbursement take place. EBRD appoints a member of the Board of Directors (if agreed). EBRD could hire (if needed) consultants to assist the company in its project implementation. Company provides EBRD with regular updates on financial performance and project progress. Decision of the Investment Committee to exit its investment in the company (the timing is usually coordinated with the entrepreneur) EBRD sells its stake in the Company in one of the following ways: - trade sale; - sale back to the entrepreneur; -IPO; - secondary buy-out; - re-leveraging of the Company. 27 October, 2014 European Bank for Reconstruction and Development 2012 20

Valuation Methodology (for equity) Valuation of the investee company depends on its sector and stage of development. A delegated facility for equity and quasi-equity investments, as well as tailor-made debt financing Established jointly by the EBRD and the Italian Government in 2006 Usually, the valuation is based on (at least) one of the following three methodologies: For Geographic investments expansion in the Balkans of the Bank s (Albania, region Bosnia & Herzegovina, Bulgaria, of operations Croatia, FYR Macedonia, Kosovo, Montenegro, Romania, Serbia), Turkey, and the SEMED region (Egypt, Jordan, Morocco, Tunisia) 1. Valuation multiples for a sample of comparable companies (usually EV/EBITDA and EV/Sales multiples) To meet the growing financing needs of dynamic local SMEs, not sufficiently supported by other financing sources 2. Discounted Cash Flow analysis based on projections for the future revenues, costs and profits of the company 3. Project Cost for start-up companies with significant uncertainty about revenues and profits Company value is calculated on the basis of the latest available financial statements, with possible (ex-post) adjustments in case of material differences between actual performance and projections. 27 October, 2014 European Bank for Reconstruction and Development 2012 21

Value Creation post-investment EBRD has strong commitment to improving the corporate governance of the companies it invests in and increasing their value. To do so, it: A delegated facility for equity and quasi-equity investments, as well as tailor-made debt financing Established jointly by the EBRD and the Italian Government in 2006 Proposes an experienced industry expert/ banker to sit on the Board of Directors of the For Geographic company investments expansion (if agreed) in the Balkans of the Bank s in order (Albania, region to advise on strategic issues Bosnia & Herzegovina, Bulgaria, of operations Croatia, FYR Macedonia, Kosovo, Montenegro, Hires suitable technical Romania, Serbia), consultants Turkey, and the (if SEMED necessary) region (Egypt, to help the company in the Jordan, Morocco, Tunisia) implementation of the project To meet the growing financing needs of dynamic local SMEs, Encourages management not sufficiently supported to adopt by other rules financing and sources procedures for good corporate governance and increased transparency (IFRS accounting, etc.) Encourages management to commit to a value creation plan to achieve capital appreciation over time As a minority shareholder and a financial investor, EBRD does not interfere with the day-to-day management of the operations of the companies it invests in. Yet, it looks for shared corporate governance when it comes to strategic and major financial issues 27 October, 2014 European Bank for Reconstruction and Development 2012 22

Exit (1) When the company reaches maturity, EBRD will sell its stake, as its role in helping the company would have been achieved. A delegated facility for equity and quasi-equity investments, as well as tailor-made debt financing Established jointly by the EBRD and the Italian Government in 2006 The exit method as well as the time of the exit should be agreed in advance with the majority owners. For Geographic investments expansion in the Balkans of the Bank s (Albania, region Bosnia & Herzegovina, Bulgaria, of operations Croatia, FYR Macedonia, Kosovo, Montenegro, Romania, Serbia), Turkey, and the SEMED region (Egypt, Jordan, Morocco, Tunisia) Exit can be done in one of the following two ways: Sale to a third To party: meet the commercial growing financing sale needs (to of dynamic a strategic local SMEs, investor), IPO, not sufficiently supported by other financing sources secondary buy-out Sale back to the original owner(s): through put and call option agreement or re-leveraging of the company 27 October, 2014 European Bank for Reconstruction and Development 2012 23

Exit (2) When the exit is done through a sale to a third party: A delegated facility for equity and quasi-equity investments, as well as tailor-made debt financing the other owners can decide to sell their stakes together with the EBRD (to Established jointly by the EBRD and the Italian Government in maximize proceeds), 2006 but they are not required to do so and can retain control of the company For Geographic investments expansion in the Balkans of the Bank s (Albania, region Bosnia & Herzegovina, Bulgaria, of operations Croatia, FYR Macedonia, Kosovo, Montenegro, Romania, Serbia), Turkey, and the SEMED region (Egypt, Jordan, Morocco, Tunisia) the valuation is determined after negotiations with the potential suitors When the exit is done through a sale back to the original owners: To meet the growing financing needs of dynamic local SMEs, not sufficiently supported by other financing sources the valuation is usually based on the same methodology as at entry. In some instances also the same multiples values (as at entry) can be applied 27 October, 2014 European Bank for Reconstruction and Development 2012 24

Contacts For all further enquiries, please contact: Nikolay Angelov Principal Banker SME Finance and Development Tel: + 44 20 7338 7060 Email: angelovn@ebrd.com Pablo Gallego Cuervo Research Analyst Business Development Tel: + 44 20 7338 6361 Email: gallegop@ebrd.com EBRD, One Exchange Square London, EC2A 2JN United Kingdom www.ebrd.com 27 October 2014 21

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EBRD: a finance partner to Small and Medium Enterprises. October 2014