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IMPEL GROUP
Management’s Presentation Warsaw, 29 August 2013
1. Impel Group – the most important information
2. Performance in H1 2013
3. Spinning off the security service business
AGENDA
3. Spinning off the security service business
2
MISSION:
We take care of our clients.
Our common success depends on that.
VISION:
Our objective is to develop our company in a responsible manner.
Our operations are characterized by partnership, mutual honesty, respect
IMPEL GROUP – MISSION, VISION, STRATEGY
misja, wizja, strategia
for business environment and support for creativity.
STRATEGIC PRIORITIES FOR THE YEARS 2012-2014:
1. Dynamic growth in sales – PLN 2 billion in 2014.
2. Development of our foreign operations.
3. Product and organizational innovation as our competitive advantage on the market.
4. Development of product synergies within the Client’s business as the potential for
growth.
3
4,500 clients
50,000 employees
42 locations in Poland, Latvia and Ukraine
20 entities acquired, 3 entities sold
KEY FACTS
Revenue from sales (PLN million)*
625 748 890 1,002 1,033 1,111 1,240 1,4172005 2006 2007 2008 2009 2010 2011 2012
12%
Management in line with the BSC (Balanced Scored Card) strategy
IT systems for customer service:
SAP – in 46 companies / 21 functional modules
Contact Center
ICSS (Internet Customer Self-Service)
CSI (Customer Satisfaction Index)
CRM
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Earnings per share - EPS (PLN)
(*) tax asset related to the optimisation of the Impel trade mark- PLN 23.8 million (comparable) EPS = 2.9
7%
1,35 1,09 0,41 2,75 2,21 4,44 4,85 (*) 2,202005 2006 2007 2008 2009 2010 2011 2012
PRODUCTS
From two simple products - cleaning and security -
to 18 PRODUCTS,to 18 PRODUCTS,
including those in the area of BPO(Business Process Outsourcing).
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Impel S.A .Parent undertaking.WSE listed since 2003. Responsible for strategic and corporate issues.
Composition of the Management Board of Impel S.A.:
GRZEGORZ DZIKPresident of the Management BoardJÓZEF BIEGAJVice President responsible for Commercial FunctionWOJCIECH REMBIKOWSKIVice President responsible for FinanceDANUTA CZAJKAVice President responsible for Development
IMPEL ON THE MARKET
MAINTENANCE SOLUTIONSFacility Management
SAFETY SOLUTIONSSecurity
DELIVERY & BUSINESS SOLUTIONSDistribution
50% 31%19%
SEGMENTS
SEGMENTS MERGED AS OF 1 JANUARY 2013
Sodexo
Eurest
Impel
Gastropol
20%
16%
10%
5%
Work Service
Randstad
Adecco
Impel
HR+KP
6%
6%
3%
1%
CWS Boco
Berendsen
Impel
Bardusch
Vice President responsible for Development Facility Management SecurityDistribution
PLN 372.5 million 1) PLN 138.6 million 1)
IMPEL’S COMPETITIVE POSITION 2)
NUMBER 1
UPC TON
NUMBER 3-4
Impel
ISS
Dozorbud
Grupa EVER
Clar System
17%
3%
2%
2%
1%
0% 20%
Impel
Dalkia
Cofely
DTZ Polska
ZST
3%
2%
1%
1%
1%
0% 4%
7%
3%
2%
2%
CAT
0% 10%
4%
2%
2%
1%
LOG
Lyreco
Merida
Henry Kruse
Impel
0% 6%
REN+PR
0% 10% 0% 30%
PLN 232.4 million 1)
1) share in the Impel Group’s revenue in H1 2013 (percentage and value)2) data from the Marketing Office of Impel S.A.3) Konsalnet’s revenue after the consolidation with G4S4) without the revenue of Brinks’s C.L. Polska sp. z o.o.
UPC – cleaning services; TON – technical maintenance of facilities; BEZP – manned guarding and electronic security systems; C AT – catering – food preparation and delivery; LOG – delivery logistics, purchases and customer service; REN+PR – rental services (rental and service) of clothes and linen and laundry services; HR+KP – payroll and personnel services and accounting services 6
10,6%
9% 10,4%
6,5%
3,5%
2,9%
NUMBER 3
BEZP
Solid
Konsalnet
IMPEL
Securitas
Juwentus
0% 20%
3)
4)
1. Impel Group – the most important information
2. Performance in H1 2013
3. Spinning off the security service business
AGENDA
3. Spinning off the security service business
7
GROUP’S CONSOLIDATED FINANCIAL RESULTS
PLN million 2012 H1 2012 H1 2013
Revenue from sales 1 416,7 689,1 743,5
Subsidies 35,0 16,1 22,9
EBITDA 76,9 39,7 41,9
EBITDA margin 5,4% 5,8% 5,6%
EBIT 40,5 22,2 21,2
EBIT margin 2,9% 3,2% 2,9%
Increase in revenue by:+ PLN 45.6 million – revenue of acquired companies (GKGwarant+Impel Cash Solutions/Brink’s+Climbex+Ad Akta)
+ PLN 8.8 million – revenue on account of organic growth
Profit/loss on financing activity reduced by:
Amortization/Depreciation (36,4) (17,5) (20,7)
Net profit 28,2 14,4 9,6
Assets 722,5 675,2 793,2
Equity and reserves 268,5 246,4 258,8
Net debt 131,1 99,9 171,0
Profit/loss on financing activity reduced by:- PLN 0.8 million – lack of interest revenue from the VantageGroup companies (spin-off in Q1 2012)
- PLN 1.8 million – higher financial expenses of the ImpelGroup companies (the financing of organic growth andacquisitions)
+ PLN 71.1 million, including:�financing of acquisitions – PLN 22.9 million�debt of acquired entities – PLN 25.0 million� financing of organic growth – PLN 23.2 million
8
COMPARISON OF CONSOLIDATED QUARTERLY RESULTS
2012 2013
PLN million Q1 Q2 Q3 Q4 Y Q1 Q2
Revenue from
sales 333,3 355,7 358,2 370,1 1 416,7 351,1 392,4
Subsidies 7,6 8,5 8,8 10,3 35,0 11,2 11,7
EBITDA 16,8 23,0 28,6 13,0 81,4 16,7 25,2
EBIT 8,2 14,0 19,6 3,1 40,5 6,4 14,8
EBIT margin 2,5% 3,9% 5,5% 0,8% 2,9% 1,8% 3,8%
Amortization/
Depreciation (8,6) (9,0) (8,9) (9,9) (36,4) (10,3) (10,4)
Net profit 5,7 8,7 12,9 0,6 28,2 2,1 7,5
Profit/loss on financing activity reduced by:
- PLN 0.8 million – lack of interest revenue from the Vantage Groupcompanies (spin-off in Q1 2012)- PLN 1.8 million – higher financial expenses of the Impel Groupcompanies (the financing of organic growth and acquisitions)
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PLN million
Total Facility Management Distribution 2) Security
H1 2012 H1 2013 change H1 2012 H1 2013 change H1 2012 H1 2 013 change H1 2012 H1 2013 change
Revenue from sales
689,1 743,5 +54,4+7,9%
327,6 372,5 +44,9+13,7% 136,6 138,6 +2,1
+1,5% 224,9 232,4 +7,4+3,3%
BUSINESSSEGMENT’S RESULT
23,8 22,9 13,8 18, 6 3,9 3,8 6,1 0,8
EBIT margin 1) 3,5% 3,1% 4,2% 5,0% 2,9% 2,7% 2,7% 0,3%
BUSINESS SEGMENTSChange in the Group’s organization
AFTER THE MERGER OF SEGMENTS
PLN millionTotal Facility Management 3) Security
H1 2012 H1 2013 change H1 2012 H1 2013 change H1 2012 H1 2 013 change
Revenue from sales
689,1 743,5 +54,4+7,9%
464,2 511,1 +46,9+10,1% 224,9 232,4 +7,4
+3,3%
BUSINESSSEGMENT’S RESULT
23,8 22,9 17,7 22,4 6,1 0,8
EBIT margin 1) 3,5% 3,1% 3,8% 4,4% 2,7% 0,3%
1) relative to ‘Revenue from sales’, taking account of internal service settlements2) revenue from sales of the segment, including other companies’ revenue3) revenue from sales of the merged segments, including other companies’ revenue
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synergy effects:�10 % increase in revenue, including 7.2% of organic growth
�EBIT better by 26%
reduction in margin:�restructuring costsin the acquiredcompanies�price war andreduction in thecontract rates�bad debtprovisions related tocontracting partiesin bankruptcy
COMMENTS ON THE RESULTS OF H1 2013
• Facility Management Segment – the stable development of the leader on the cleaning services market andthe positive impact of the synergy resulting from the merger with the Distribution Segment
• Climbex – the state-of-the-art technology employed to win the Middle East markets
• Development of specialist services (Brink’s C.L. and Gwarant in the airport sector) and selective approach tothe sale of services – the strategy of the Security Segment adopted in the difficult market situation
• Higher financial expenses resulting from the financing of organic growth and acquisitions, increased by thedebt of the acquired entitiesdebt of the acquired entities
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1. Impel Group – the most important information
2. Performance in H1 2013
3. Spinning off the security service business
AGENDA
3. Spinning off the security service business
12
SEPARATION OF THE BUSINESS ACTIVITY CONSISTING IN T HE PROVISION OF SECURITY SERVICES FROM IMPEL S.A.
� On 28 August 2013, the Management Boards of Impel S.A. (‘’Company”) and Impel Safety S.A. agreed on theCompany’s Division Plan, consisting in the separation of the business activity comprising the provision of securityservices (currently carried out by Zakład Ochrona*) from the Company and its transfer as a whole to Impel Safety, inwhich Impel S.A. currently holds 100% of the shares.
� The present shareholders of Impel S.A. will become the shareholders of Impel Safety S.A., by receiving one newlyissued share of Impel Safety S.A. for each Company’s share they hold.
� It is planned that the shares of Impel Safety S.A., offered to the Company’s shareholders, will be admitted to trading onthe WSE main market.
BEFORE DIVISIONAFTER DIVISION
SHAREHOLDERS OF IMPEL S.A.
IMPEL S.A.
Zakład Ochrona*
IMPEL SAFETY S.A.
* Zakład Ochrona – an organized part of the enterprise running, directly or through subsidiary undertakings, the activity comprising security services,in particular manned guarding of people and property, monitoring, cash processing, archiving of documents, and carrying out new investment projects in this area of activity.
AFTER DIVISION
SHAREHOLDERS OFIMPEL S.A. /
IMPEL SAFETY S.A.
IMPEL S.A. IMPEL SAFETY S.A.
Zakład Ochrona*Facility Management
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Obtaining the reliable market valuation of the activity in the area of security services and maintaining the
possibility of measuring effectively its results
Providing the investors with more flexibility in investing in either the Impel Group or Impel Safety S.A.,
depending on the type of their (or their subsidiary
An increase in the ability to compete on the market and an increase in the value of the activity segment related
to security services
The enhanced transparency and effectiveness of the management of the Impel Group, by simplifying its
structures and focusing on more homogeneous areas of activity
OBJECTIVES OF THE SEPARATION OF THE SECURITY SERVICE BUSINE SS
1
3
2
4
In the opinion of the Management Board of Impel S.A ., the division will make it possible to use more effectively the potentials of both activity areas, facility management and security services.
possibility of measuring effectively its resultsdepending on the type of their (or their subsidiary
undertakings’) business activity
An increase in the effectiveness of the remuneratio n schemes in Impel Safety S.A., making it possible to link more closely the interests of the Management Board of
Impel Safety S.A. with the shareholders’ interests
The listed shares of Impel Safety S.A. and the separately listed shares of Impel S.A. will give more
flexibility to the Management Boards of Impel S.A. and Impel Safety S.A. in implementing the strategy of organic growth and the growth through equity
transactions
5 6
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Monitoring of signals and security of information (monitoring of signals from over 14,000 facilities for
about 5,000 clients, the Alarm Receiving Centre
Manned guarding of people and property (almost 1,900 clients, protection of over 4,100 facilities)
CHARACTERISTICS OF THE ACTIVITY OF ZAKŁAD OCHRONA
1
2
Breakdown of revenue from sales to third-party clients of the Impel Group in 2012
Źródło: skonsolidowane sprawozdania finansowe Grupy Impel
Facility Management and other activity 69%, PLN 973 million
Zakład Ochrona31%, PLN 443 million
Core areas of activity:
Key players on the Polish market for security services in 2012
Source: Consolidated financial statements of the Impel Group
One of the three leading providers of security serv ices on the Polish market
about 5,000 clients, the Alarm Receiving Centre processes about 3 million signals per day)
Cash and valuables handling . Cash handling for (according to own estimates) about 25% of ATMs in
Poland and processing the volume of about PLN 17.5 billion per month
3
Source: Company; *without Brink’s C.L. Polska sp. z o.o.
15
Other
STAGES OF THE PROCESS
� Within Impel S.A. Zakład Ochrona was created – an organized partof the enterprise running, directly or through subsidiary undertakings,the business activity of providing security services, including inparticular: manned guarding of people and property, monitoring, cashprocessing, archiving of documents, and carrying out new investmentprojects in this area of activity.
� The division of Impel S.A. will be carried out by transferring a part ofassets, i.e. Zakład Ochrona, to Impel Safety S.A. (division byseparation , Art. 529.1.4 of the Code of Commercial Partnerships andCompanies)
Impel S.A. division process
� preparation, approval by the Polish Financial SupervisionAuthority (KNF) and publication of the investment memorandumof Impel Safety S.A.
� registration of the division:
� an increase in the share capital of Impel Safety S.A.
� newly issued shares of Impel Safety S.A. will be allocated to theexisting shareholders of Impel S.A. in proportion to the numberof shares held by them
Increase in the share capital and WSE listing of Impel Safety S.A.
Companies)
� Key steps in the division process:
� on 28 August 2013, the Management Boards of Impel S.A. andImpel Safety S.A. signed the division plan , specifying, amongothers, the share exchange ratio of the shares of Impel S.A. forthe shares of Impel Safety S.A., which was audited by an expertappointed by the court and presented to the shareholders of bothcompanies
� holding of the General Meetings of both companies and theadoption of the resolutions on the division (the division ofImpel S.A. will be carried out without a reduction in the sharecapital)
� submission of the relevant applications for the registration of thedivision with the National Court Register (KRS) and the CentralSecurities Depository of Poland (KDPW).
� admission of the shares of Impel Safety S.A. to the WSE listing:
� filing with KDPW the decision of the court of registration on thedivision of Impel S.A. and entering into an agreement on theregistration of the newly issued shares with KDPW
� submission of the application to the WSE to admit the shares totrading
� reference day (the right of the shareholders of Impel S.A. toreceive the shares of Impel Safety S.A. will be determinedaccording to the status on this day)
� debut of the shares of Impel Safety S.A. on the WSE
� Activity completed, � Activity to be completed
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Share exchange ratio was determined as 1:1
SHARE EXCHANGE RATIO
The share exchange ratio adopted by the Management Boards of Impel S.A. and Impel Safety S.A. means that:
� in exchange for the part of assets of Impel S.A., in the form of Zakład Ochrona, transferred to Impel Safety, theshareholders of Impel S.A. will take up the division shares, at the exchange ratio of 1:1 , and thus, on account ofthe holding of one share of Impel S.A., the shareholder of Impel S.A. will receive one division share, whileretaining all the currently held shares of Impel S.A.
� after the division, the share capital of Impel Safety S.A. will include 200,000 currently existing own shares* (notallocated to the shareholders of Impel S.A.) and 12,856,177 newly issued shares (allocated to the shareholders ofallocated to the shareholders of Impel S.A.) and 12,856,177 newly issued shares (allocated to the shareholders ofImpel S.A.)
� any surplus obtained on the issue of the division shares above their par value will by allocated to thesupplementary capital of Impel Safety S.A.
� there will be no additional payments, referred to in Art. 529.3 of the Code of Commercial Partnerships andCompanies
* As a result of the division IS will receive own shares that will not be allocated to the shareholders of Impel S.A. on account of the division. The decision on the possibleredemption of own shares or their dematerialization and seeking their admission to trading on the regulated market will be made by the General Meeting of IS, provided that ISundertakes, in the agreement concluded with the investment company handling the division process, not to dispose of them in a period of six months.
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PRINCIPLES OF ALLOCATING SHARES IN THE BIDDING COMP ANY
� The division shares will be allocated to the shareholders of Impel S.A. through KDPW, according to their holding of theshares of Impel S.A. on the reference day
� The Management Board of IS will be authorized to specify for KDPW the reference day, in accordance with theregulations of KDPW
� The persons eligible for division shares will be those in whose securities accounts the shares of Impel S.A. arerecorded on the reference day
� As a result of the division, the persons holding the shares of Impel S.A. on the reference day will become theshareholders of Impel Safety S.A. by virtue of law, without the necessity of subscribing or paying for the divisionshares
� After the division, the shareholding structure of Impel Safety S.A. will be as follows:
ShareholderParticipation (%) in the
share capitalShare (%) in the total vote
Shareholders of Impel S.A. (in proportion to the holding of the shares of Impel S.A. on the reference day)
98.47% 98.47%
Impel Safety S.A. (own shares*) 1.53% 1.53%
* As a result of the division IS will receive own shares that will not be allocated to the shareholders of Impel S.A. on account of the division. The decision on the possibleredemption of own shares or their dematerialization and seeking their admission to trading on the regulated market will be made by the General Meeting of IS, provided that ISundertakes, in the agreement concluded with the investment company handling the division process, not to dispose of them in a period of six months.
Pursuant to Art. 364.2 of the Code of Commercial Partnerships and Companies the company may not exercise the rights carried by its own shares, except for the right to theirdisposal or the performance of the activities aimed at their retention.
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PRINCIPLES OF ESTABLISHING THE CUT-OFF PRICE
� The relation of the fair value of Zakład Ochrona to the measurement base of Impel S.A. (specified in the DivisionPlan) provides the basis for the calculation of the cut-off price
� The Management Board of Impel S.A. is currently consulting with the WSE on the methodology for the determinationof the reference price. The Management Board of Impel S.A. has recommended that the price of the shares ofImpel S.A. should be determined on the basis of the following formula:
KOI = KZI * (1-W)
� The Management Board of Impel Safety S.A. is also consulting with the WSE the methodology for the determinationof the share reference price. The Management Board of Impel Safety S.A. has recommended that the price of theshares of Impel Safety S.A. should be determined on the basis of the following formula:
KOS = KZI * (W)
where:
� KOI – the reference price of the shares of Impel S.A. during the trading session on the day when the shares of Impel S.A.are quoted with the adjusted reference price
� KOS – the reference price of the shares of Impel Safety S.A. during the trading session on the day when the shares ofImpel S.A. are quoted with the adjusted reference price
� KZI – the closing price of the shares of Impel S.A. during the trading session preceding the day when the shares of ImpelS.A. are quoted with the adjusted reference price
� W – adjustment factor equal to 23%, specified in the Division Plan
In the opinion of the Management Boards of both com panies the abovementioned methodology for the determination of the reference price of the shares of Impel Safety S.A., i.e. at the level of the value by which the price of the shares of Impel S.A. is to be reduced, will reflect in the best
way the economic effect of the division of Impel S. A.
19
This presentation does not represent any offering of the securities of Impel Safety S.A., which, provided that thedecision on the division is taken by the general meetings of Impel S.A. and Impel Safety S.A., will be made on the basisof the investment memorandum drawn up and approved pursuant to the relevant provisions of the law.
Thank you for your attention.
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