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Disclaimer
• This presentation has been prepared by, and is the sole responsibility of, Martifer and its subsidiaries (the “Martifer Group”) and comprises the slides for a presentation to institutional investors concerning Martifer Group. This presentation and its contents are confidential and may not be reproduced, distributed, copied, or passed on to any other person or published directly or indirectly, in whole or in part, by any medium or in any form for any purpose.
• This presentation does not constitute or form part of any offer to sell or issue, or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of Martifer, nor shall the fact of its presentation form the basis of, or be relied on in connection with, any contract or investment decision.
• In the United Kingdom, this presentation is only directed to those persons who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the “FPO”) or (ii) fall within Article 49(2)(a) to (d) of the FPO (all such persons being together referred to as “Relevant Persons”). This presentation must not be acted on or relied upon (a) in the United Kingdom, by persons who are not Relevant Persons, and (b) in any member state of the European Economic Area, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to (i) in the United Kingdom, Relevant Persons and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. Solicitations resulting from this presentation will only be responded to if the person concerned is, (i) in the United Kingdom, a Relevant Person, and (ii) in any member state of the European Economic Area other than the United Kingdom, a Qualified Investor.
• Martifer securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any state in the United States and may not be offered or sold in the United States unless they are registered pursuant to the Securities Act or are exempt from such registration. Any failure to comply with the above restrictions may constitute a violation of U.S., Australian, Canadian, Japanese or South African securities laws. The distribution of this document in certain jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
• The figures presented do not constitute any form of commitment by Martifer in regard to earnings.• The information set out herein has not been independently verified and may be subject to updating, completion, revision and amendment
and such information may change materially. This presentation does not purport to be all-inclusive or to contain all the information that a prospective purchaser of securities of Martifer Group may desire or require in deciding whether or not to offer to purchase such securities.
3
Disclaimer (ctd.)• No undertaking, representation, warranty, or other assurance, express or implied, is or will be made by Martifer Group or any of its
affiliates (within the meaning of Rule 405 under the Securities Act) (“Affiliates”), advisors, agents or any such person’s members, directors, officers or employees, or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and any reliance you place on them will be at your sole risk. Without prejudice to the foregoing, none of Martifer Group of its Affiliates, advisors, agents and any such person’s members, directors, officers or employees nor any other person accepts any responsibility or liability whatsoever for any loss howsoever arising, directly or indirectly, from use of this presentation or its contents or otherwise arising in connection therewith. The information and opinions contained in this presentation are provided as at the date of thispresentation. Martifer Group is under no obligation to update or keep current the information contained in this presentation and any opinions expressed in it are subject to verification, completion and change without notice.
• Certain statements in this document are forward-looking which are based on current expectations and projections about future events, including statements concerning Martifer Group’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, business strategy and the trends that Martifer Group anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. By their nature, these forward-looking statements as well as those included in any other material discussed at any presentation involve inherent risks, uncertainties and assumptions, both general and specific, about Martifer Group and its investments and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. None of the future projections, expectations, estimates or prospects in this presentation should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the presentation. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. Martifer Group does not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Such forward-looking statements speak only as of the date on which they are made. Martifer Group does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise.
• In giving this presentation, neither Martifer Group nor its respective advisers and/or agents undertake any obligation to provide the recipient with access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent.
• By attending the presentation you agree to be bound by the foregoing limitations.
4
0
100.000
200.000
300.000
400.000
500.000
3-Dec 3-Jan 31-Jan 28-Feb 31-Mar
5,00
6,00
7,00
8,00
9,00
10,00
Martifer Today• Leading player in the Metallic Structures sector in
Iberia and currently expanding in Central Europe and in Angola
• Strategy oriented to creating value from supply of Energy Systems (wind and solar power) and Electricity Generation from renewable sources
• Integrated player in Agriculture & Biofuels value chain
• Supportive shareholders (post-IPO, MTO and Mota-Engil own equal stakes of 37,5%)
• Over 2 200 motivated employees (selected as one of the best places to work in Portugal)
• IPO last year on Euronext Lisbon:
• First trading day: June 27th, 2007
• Priced at €8,00 per share, top of range
• €199Mn gross proceeds, exclusively to company
• 25% free-float
N. Shares Outstanding: 100,000,000
MTO1)
37,5%
1) MTO is held in equal parts by Mr. Carlos Martins and Mr. Jorge Martins
Post-IPO Shareholder Structure
Mota-Engil37,5%
Foreign Institutional
12,2%
Domestic Institutional
6,6%
Retail5%
Employees1,2%
Recent Stock Performance
66
Martifer introduced in 2008 a new Corporate Structure and Governance model
5 Executive Directors belonging to the Executive Committee
2 Non-Executive Directors
2 Non-Executive Independent Directors
Eduardo RochaAntónio Campos de Almeida
Luis Valadares Tavares, PhDJorge Bento Farinha, PhD
Carlos Martins – CEOJorge Martins – Vice CEOAntónio PontesJosé RodriguesPedro Doutel - CFO
Board of Directors
Executive Committee
Metallic Constructions
José Rodrigues (CEO)--------------------------------
João RochaHenrique Rodrigues
Manuel Martins
Energy Systems
António Pontes (CEO)--------------------------------
Vítor FigueiredoPedro DinisMatos Silva
Henrique Rodrigues
Electricity Generation
Jorge Martins (CEO)--------------------------------
Nuno Souza e SilvaPedro Leão
Tiago Andrade Sousa
Agriculture & Biofuels
Carlos Martins (CEO)--------------------------------Carlos Alberto Gonçalves
António MartinsJorge Mota
Corporate Centre
Shared Services Centre
Portugal & AngolaCentral Europe Wind Waves
Solar Engineering
HydroWindSolar
AgricultureBiofuels
7
Martifer combines an established position in Metallic Construction with growing renewable energy business units
1) Does not add up due to Others, adjustments and intersegmental eliminations 2) Figures are adjusted for significant non-recurring items3) Prio SGPS, the holding Company of the Agriculture & Biofuels’ business unit is held in 60% by Martifer (53,5% at 31.Dec.2007)
Total Revenues
EBITDA
EBITDA margin
Key Facts
FY 20072
(€ Mn)Metallic
Construction
296
28,0
9,4%
• Total capacity: 45,000 tons/year
• Iberian market leader• Growth focused in
Central European markets and Angola
Electricity Generation
4
(0,5)
neg.
• Over 2GW RES projects under different stages of operation and development (wind, solar, hydro and waves) in Europe and USA
Agriculture & Biofuels3)
124
0,2
n.s.
• Agriculture activity to produce oil seeds and rotation crops
• Vegetable oil and biodesel production
• Petrol station network in Portugal
• Integrated supplier of wind power systems and turnkey farms
• Turnkey solar parksupplier, own PV modules production in 4Q2008
• Joint Venture with REpower Systems for wind farm technology
• 23% stake in REpowerSystems AG
Energy Systems
114
9,9
8,7%
FY 20071)
519
37,0
7,1%
FY 20062
279
24,9
8,9%
8
Renewables business areas and international activities are playing a growing role in Martifer Group
Metallic
Construction
55%
Energy
Systems
21%
Electricity
Generation
1%Agriculture &
Biofuels
23%
Operational Revenues Distribution - 2007
By Business Area By Geography
Operational Revenues by Business Area
2007 - Total: €519Mn
Geographic Distribution of Operational Revenues
2007 - Total: €519Mn
Non-Metallic Construction business units already represented 45% of operational revenues in 2007
Most of 2007 revenues generated in Iberia and Central Europe
Other
1%
Central
Europe
14%
Iberia
85%
9
Martifer has a significant Capex plan
BusinessAreas
15
2007 (€M) 1)
19
2
85
122
12
2009E -10E (€M) 2)
25
625
134
796
Energy Systems
MetallicConstruction
Electricity Generation
Agriculture &Biofuels 3)
Total (€M)
16
2008E (€M) 2)
38
130
108
292
1) Excludes Financial Investment (equity value) of € 61,2 Mn in wind farm acquisitions in Germany and €19,2 Mn in the acquisition of the minority stakes in electricity generation assets in Central Europe in the Electricity Generation business area not previously included in our business plan
2) Capex corresponding to Martifer’s equity stakes in the projects for companies not fully consolidated3) Prio SGPS, the holding Company of the Agriculture & Biofuels’ business unit was held in 53.5% by Martifer at 31 December, 2007
10
Metallic ConstructionFacilities / Works in Progress / Backlog
Metallic Construction Main Facilities
• Portugal
• 33.000 ton installed capacity of Metallic Structures
• 150.000 sq. meters Aluminium capacity
• 450 ton Stainless Steel capacity
• Poland
• 12.000 ton installed capacity of Metallic Structures
• Romania
• 14.000 ton capacity of Metallic Structures under construction
• Angola
• Industrial unit under development (delayed, start-up expected 2008)
Value and Growth Drivers
• Iberia: focusing on complex and high added-value infrastructure projects
• Presence in high growth markets(Central Europe and Angola): leveraging in the strong reputation of Martifer and profiting from the development of the other Group business areas
121
149
40
9
66
1
15
20
Metallic Structures Aluminium Stainless Steel
Portugal
Spain
Central Europe
Rest of the World
End of 2007 backlog (Total: €295 Mn) under 12 months
Relevant Works
• Dublin Airport – Terminal 2 – Dublin, Ireland –€48,2Mn – August 2009
• Office Building – Bucharest, Romania – €8,5Mn -2008
• Dolce Vita Tejo – Lisbon, Portugal – €16Mn - 2008
• Jerónimo Martins Logistics Center – Poland - €14Mn –2008
• IKEA factory – Paços de Ferreira, Portugal – €12,5Mn - 2008
Some significant works in progress(Project, Country, Total Value, Conclusion)
11
Metallic ConstructionBacklog / Investments 2008
Metallic Construction BacklogBy Region
Total: € 295Mn
Metallic Construction BacklogBy Product
Total :€ 295Mn
Portugal
48%
Spain
17%
Central Europe
23%
Rest of the World
12%
Metallic Structures
82%
Aluminium
15%
Stainless Steel
3%
• Current order book at €315Mn, o.w. €295Mn for 2008
• €8Mn investment planned for increase capacity in Poland is being diverted to a new industrial unit in Romania (steel structures). Angola plant delayed due to licensing issues
• India is a serious possibility, business plan under analysis
12
Energy SystemsMartifer addresses the opportunities in Energy Systems
SolarWind
• Supplier of turnkey projects, O&M of wind farms and components manufacturer
• Good outlook given current backlog energy systems:
• €140Mn in wind farms• €64Mn in wind power components,
o.w. 2008 tower production is already fully booked (240 towers)
Today
• Supplier of turnkey PV projects –first parks delivered in 2007
• Current order book in turnkey solar PV parks of c. 20MW (c. €105Mn)
Today
• Portuguese tender will lead to significant investments in wind power energy systems’ industrial units
• Repower Portugal (50% Martifer) will assemble turbines in Portugal – 260MW/year by 2010
• Towers - Increase to 400 towers/year completed in March 2008
• Gearboxes - Increase to 350 units/year in progress
• Other components will also be made: blades, chassis, covers, etc
Investments in progress Investments in progress
• Modules’s assembly line start up scheduled for 4Q2008
• Target production of 50MW of PV modules in 2009
• Increase of installed capacity to 100MW starting in 2009
13
Energy SystemsIndustrial plan included in the Portuguese tender investments
• Ventinveste consortium (33% belonging to Martifer) won the 400MW wind power tender
• Martifer Energy Systems has begun investments in wind power systems industrial cluster
*Martifer ownership
Turbines Repower Portugal 50% New assembly line 130 turbines – 260 MW
Towers MT Energia 100% Increase industrial capacity 400 towers (+280) - completed
Blades Powerblades 10% New unit 267 sets
Gearboxes Gebox 50% 350 units (+290)
Chassis MT Energia 100% New unit 130 units
Foundation Rings MT Energia 100% New unit 130 units
O & M Repower Portugal 50% Increase capacity
Training Center MT Energia 100% New unit
Other Components MT Energia 100% New units
Investment Company * Description Annual capacity
Increase industrial capacity
Total investment : € 58,3 Mn (ending 3Q 2009) creating 1,129 new jobs
Investments to be made under the terms of the Portuguese tender
14
Electricity GenerationMartifer produces electricity from Renewable Energy Sources (RES)
Portugal, Spain, Poland, Romania, Slovakia, Ukraine, USA, Italy, Greece, Brazil and Australia
Electricity Generation Business Units
Wind Solar Hydro WaveRES
Target Markets
Portfolio and target
MW
• Projects in operation or under development with a total of 2.730 MW gross capacity
• Focus on wind power: 2.650 MW gross capacity (90%), of which 53 MW in operation
• Target of over 1.200 MW in operation by 2012
15
Electricity GenerationElectricity Generation Portfolio
Capacity Martifer Tariff Tariff 1 Status(MW) stake type (€ / MWh)
Wind
Portugal 400 + 80 2 33% 70-77 Production starting progressively in 2009. Full capacity expected in 2013
Poland 438 100% market 1 113
Romania 618 100% market 1 86
Slovakia 48 100% feed-in 89
Ukraine 200 + 100 50% - -
1 Indicative market price of power + value of green certificates, obtained from various sources, January 2008. Tariffication model in Ukraine still under Government discussion2 20% of additional capacity may be request to the DGEG
Wind measurement testing or licensing phase
28 MW expected to start construction in 2008
50,4 MW expected to start construction in 2008
Germany 53 100% feed-in 86 In operation, acquired in December 2007
USA(Texas)
800 72% PPA under negotiation - 264 MW expected to start construction in 2009
feed-in
100 MW expected to start construction in 2009
16
Electricity GenerationElectricity Generation Portfolio
Capacity Martifer Tariff Tariff Status(MW) stake type (€ / MWh)
SolarSpain 2.2 100% feed-in 440 Production expected to start in 2H2008
- Portugal 72 45% market 722
Provisional concession granted. Full license expected mid-2008. Construction to be completed in 2012. Total investment of €123Mn.
Romania 1 100% PPA 3 70 by day43 by night 0,2 MW in operation. 0,8 MW under refurbishing
1 Indicative market price of power + value of green certificates, obtained from various sources, December 2007
Hydro
and
Mini
Hydro
Capacity Martifer Tariff Tariff 1 Status(MW) stake type (€ / MWh)
(75 years)
6 45%feed-in
+market
85 (first 23 years)+
79E after
2 Includes an availability factor applicable only to large hydro
3 PPA negotiated with Eon Moldova
17
Agriculture & BiofuelsFully Integrated Activity
Agriculture Extraction BiodieselProduction
FuelMarketing
Trading & Logistics
• Oilseed (sunflower, rapeseed and soybean) for integration and cereal (wheat, barley and corn) for market
• Target area: goal of 112k ha in Romania and in Brazil by 2013
• Exploratory activity in Mozambique
• Vegetable oil production in Romania: process 745 kt of seed (in 2009 recurrent year), close to Martifer’ biodiesel factory
• Logistics and trading services provider for all of the flows in the biofuels value chain for both Martifer and 3rd parties
• Lease of storage and tanks in Aveiro and Romania
• The 2 biodiesel factories (Romania and Portugal) with 100kt/year capacity each in operation
• Supply contracts with:
• Petrom, Lukoil and Rompetrol
• Galp, Prio, BP, FCL-Biofuels
• Distribution of both fossil fuels and biofuels through retail and wholesale channels in Portugal
• Establish petrol station network: 50 Prio and 70 with Jerónimo Martins agreement by 2010
• Goal of achieving Sales of 400,000 m3/y in 4 years
• Growing market• Shift from national
incorporation targets to mandatory blending
• Establish the first biofuels brand in Portugal
• Capitalize on eco-consumer awareness
• Reduce dependence at storage and distribution level
• Capture value in the agriculture business for the production of energy crops
• Hedge feedstock price risk • Guarantee feedstock supply
• Production of oilseeds • Production of oil
19
2007 Operational Highlights
• Bid over REpower Systems successfully completed and put and call arrangements agreed with Suzlon over Martifer’s 23,08% stake in REpower for €270Mn
• Significant growth in the Metallic Construction business area, recording 27% revenues growth year on year
• Very significant growth in the Energy Systems business area (+120%):
• REpower Portugal and Wind Power energy components with very strong growth
• Start-up of activity in the Energy Systems Solar Power division
• Started production of Biodiesel in Romania and Portugal and first sales of fuels in Portugal
• Ventinveste consortium was awarded 400 MW wind power tender in Portugal, investments for the wind power industrial cluster started in 2H2007
• Ongoing additions to the electricity generation assets portfolio
20
2007 Financial Highlights
• Sustaining growth: consolidated Revenues increased 86% to €519Mn (in line with 87% growth in 2006)
• Strong increase of the contribution of new business areas to consolidated revenues
• Despite aggressive growth and start-up activities EBITDA, EBIT and Net Earnings grew significantly
• IPO successfully completed in June, € 199 Mn gross proceeds
• REpower Systems stake reclassified as non-current asset available for sale. Martifer booked € 21,1 Mn capital gain resulting from diluting its position in REpower Systems as result of a capital increase in 1H2007 not subscribed by Martifer
• Net debt increase of +€75Mn
• Capex of € 122 Mn the year, mostly directed to organic growth and to the Agriculture & Biofuels business area. Most of 2007 Capex will deliver results in 2008
• Only one sizable acquisition, (wind farms in Germany of €61,2 Mn – equity value) due to highly selective acquisition policy
21
2007 Consolidated Resultsexcluding non-recurring items
• Consolidated revenues reached €518,5Mn, an increase of 86% over 2007:
• turnover growth in all business areas
• significant contribution from Biofuels (23% of aggregate turnover) and Energy Systems (21% of aggregate turnover)
• EBITDA of €37Mn, representing an increase of 49% over the same period last year (excluding the capital gain in 2006):
• Dilution of consolidated EBITDA margin from 8,9% to 7,1% due to negative impact of Electricity Generation and Biofuels business areas
• Increase in net financial results (after adjustments) due to increased net debt, negative currency effects and base interest rates increase during 2007
• On an adjusted basis, Net Earnings increased 22,8% to €12,6Mn. On a reported basis, Net Earnings increased 88%.
* excluding non-recurring items
Consolidated Results – Adjusted*
(€ Mn) 2007* Marg. Change 2006* Marg.
Revenues 518,5 86,1% 278,7
EBITDA 37,0 7,1% 48,9% 24,9 8,9%
EBIT 21,8 4,2% 29,1% 16,9 6,1%
Financial earnings/(costs) (4,4) (0,8%) 71,3% (2,5) (0,9%)
EBT 17,4 3,4% 18,7% 5,9 2,1%
Taxes 4,8 0,9% 9,1% 4,4 1,6%
Net Earnings 12,6 2,4% 22,8% 10,3 3,7%
Attributable to min. (0,2) 0,0% n.s. 1,1 0,4%
Attributable to group 12,8 2,5% 39,2% 9,2 3,3%
519
279
8,9% 7,1%
20072006
Revenues
EBITDA Margin*
* excluding non-recurring items
22
Segmental Overview of Resultsexcluding non-recurring items
Total Operating Revenues 2007 2006
€ Mn % € Mn % Change
Martifer Consolidated 518,5 278,7 86%
Metallic Construction 295,6 55% 233,9 84% 27%
Energy Systems 113,7 21% 51,8 10% 120%
Electricity Generation 4,4 1% 0,1 0% n.s.
Agriculture & Biofuels 1 123,6 23% 1,9 0% n.s.
Holding, eliminations and adjustments -17,1 -3% -7,1 -2% 146%
Note: Figures exclude non-recurring items
EBITDA 2007 2006
€ Mn Margin € Mn Margin Change
Martifer Consolidated 37,0 7,1% 24,9 8,9% 49%
Metallic Construction 28,0 9,4% 23,4 10,4% 20%
Energy Systems 9,9 8,7% 3,8 7,4% 156%
Electricity Generation -0,5 neg. -0,4 neg. 18%
Agriculture & Biofuels 1 0,2 0% -1,3 neg. n.s.
Holding, eliminations and adjustments -0,5 n.s. -0,7 n.s. n.s.
(1) Prio, the holding company for the Agriculture & Biofuels business area, was held in 53,5% by Martifer at 31.Dec.2007
23
2007 Consolidated Balance Sheet and Capexas reported
• Increase in Inventory and current receivables and in ST payables due to ramp up of new businesses and increased activity
• Capex of €122Mn, mainly in the Agriculture & Biofuels business area
• Equity increased of €214Mn (+300%), mostly due to IPO proceeds (€199Mn, 100% primary shares) and period net earnings (€26Mn)
• Net Debt of €212,1Mn at the end of 2007, an increase of 55% over December 2006
• Leverage at 42,6% at end of 2007 * excluding non-recurring items
Capex in period (€ Mn)
Metallic Construction 15Energy Systems 19Electricity Generation * 2Biofuels 85
Total 122
2007
Consolidated (reported) (€Mn) 2007 Change 2006
Fixed assets and goodwill 352,4 200% 117,4
Assets available for sale / Investments 78,3 76% 44,5
Inventory and receivables 333,5 89% 176,4
Derivatives 2,6 40% 1,8
Cash and cash equivalents 32,3 237% 9,6
Total assets 799,1 128% 349,8
Shareholders equity 285,5 300% 71,4
Non-current liabilities 46,7 97% 23,8
Current liabilities 222,5 106% 108,0
Debt + Leasings 244,4 67% 146,6
Total liabilities 513,6 85% 278,4
Holding 1
* excluding financial investments
24
2008 Outlook• Global positive operational outlook for every business area:
• Expected revenues by Business Area:
• Metallic Construction: €340Mn
• Energy Systems: €300Mn
• Electricity Generation: €10Mn
• Agriculture & Biofuels: €315Mn
• Expected EBITDA by Business Area:
• Metallic Construction: €34Mn
• Energy Systems: €26Mn
• Electricity Generation: €4Mn
• Agriculture & Biofuels: €16Mn
• Supported by significant investment plan:
• Expected Capex, excluding acquisitions, by Business Area:
• Metallic Construction: €16Mn
• Energy Systems: €38Mn
• Electricity Generation: €130Mn
• Agriculture & Biofuels: €108Mn
25
Martifer SGPS S.A.
Zona Industrial – Apartado 173684-001 Oliveira de Frades
Portugal
Tlf. +351 232 767 700Fax +351 232 767 750
www.martifer.com