8 th Structured Finance Seminar Karlsruhe, November 14 th & 15 th, 2012

Transcription

1 8 th Structured Finance Seminar Karlsruhe, November 14 th & 15 th, 2012 Cavotec in 2011 Racing through Corporate Finance in only twelve months by Stefan Widegren, Chairman 2010 Tuesday, 13 November 2012 Slide 1

2 Cavotec s presence through some 45 fully-owned subsidiaries Millions PORTS & MARITIME AIRPORTS MINING & TUNNELLING GENERAL INDUSTRY Indicative Key figures 2012 Centers of Excellence 9 Cavotec Sales companies 30 Employees 900 Revenues min. 210 million EBIT margin over 8% Capitalization approx. 160M Tuesday, 13 November 2012 Slide 2

3 3Q12 highlights 3Q12 revenues reached EUR 51,907 thousands, up 13.0% (3Q11: 45,955) Order intake grew by 14.7% compared to 3Q11 Operating Result increased by 12.3% to EUR 10,758 thousands (9M11: 9,582) Operating Cash Flow in the quarter at EUR 6,866 thousands Order Book increased by 6.1% to EUR 106,735 thousands (1H12: 100,595) ACCUMULATED REVENUES Millions EUR OPERATING RESULTS Millions EUR ORDER INTAKE Millions EUR 2010 Tuesday, 13 November 2012 Slide 3

4 Project Magellan - Cavotec moves from NZX to NASDAQ OMX Cavotec MSL Ltd listed on the NZX in New Zealand becomes Cavotec SA (Swiss company) listed on NASDAQ OMX Stockholm 2010 Tuesday, 13 November 2012 Slide 4

5 Cavotec MoorMaster installation at Port Hedland in Western Australia Huang Shan Hai, 2 nd ship moored at PHPA Utah Point Multi-User Berth, Port Hedland, Why did we move to New Zealand in 2007? 2010 Tuesday, 13 November 2012 Slide 5

6 MoorMaster installations and their development Cavotec involvement Cavotec involvement 2010 Tuesday, 13 November 2012 Slide 6

7 Timeline of Project Magellan 22 nd February Announcement of Corporate Reorganisation 28 th April Vote on the Scheme of Arrangement at AGM (50% majority) 14 June 2011 Incorporation of Cavotec S.A. 17 June 2011 Filing of the Scheme of Arrangement Summer 2011 Approval of Scheme of Arrangement by NZ Court 23 August 2011 Vote on the Scheme of Arrangement at EGM (75% majority) 16 September 2011 Lodging of application for listing 26 September 2011 Cessation of trading on NZX 3 October 2011 Finalization of Scheme of Arrangement 20 October 2011 First day of trading on NASDAQ OMX 2010 Tuesday, 13 November 2012 Slide 7

8 Project Magellan - End of June 2011 Share holders Immediately after the incorporation, Cavotec S.A. will acquire Cavotec (Swiss) S.A. and Cavotec MoorMaster Ltd from Cavotec Group Holdings NV. MSL Ltd Tax limitations on the different scenarios Not possible to migrate MSL to CH Not possible to liquidate MSL Not possible to distribute CHGNV as dividend in kind Group Holdings Cavotec S.A. Other Op Subs Moor Master (Swiss) US Holding 2010 Tuesday, 13 November 2012 Slide 8

9 Project Magellan - Scheme of Arrangement Share holders On the 26 th of September 2011 Cavotec MSL will stop trading on the NZX MSL Ltd On the 3 rd Of October 2011 Cavotec S.A. will issue to Cavotec MSL shareholders 1 newly issued share for every share held in Cavotec MSL, no cash consideration will be offered in the process. Group Holdings Cavotec S.A. 1 Cavotec SA Share 1 Cavotec MSL Share Listed company Moor Master 2010 Tuesday, 13 November 2012 Slide 9

10 Group Structure end of 2011 This will be the Group legal structure at the end of If the Inet acquisition will materialize it will be put under US Holding to maximize the tax benefit. Share holders Cavotec S.A. Moor Master (Swiss) US Holding DE Holding Group Holdings US Dabico Inet 2010 Tuesday, 13 November 2012 Slide 10

11 Scheme of Arrangement Cavotec SA share registration structure Indicative Key figures for Project Magellan Number of shareholders 1200 CCC share registration layers min 5 for NZ Jurisdictions (countries) involved 10 Lawyers Involved 30 Time required Total external cost 6000 man hours 2.5 million Link Systems New Zealand 2010 Tuesday, 13 November 2012 Slide 11

12 Syndicated Loan Facility with SEB and Banca IMI Negotiated and agreed upon during June August Tuesday, 13 November 2012 Slide 12

13 Syndicated Loan Facility with SEB and Banca Intesa San Paolo Key facts and restrictions on earlier Syndicated Loan The earlier Syndicated Loan facility expired at the end of 2012; while lenders were not willing to pick up the extension options due to the worsened market conditions following the peripheral sovereign crisis; According to the scheduled amortization, the facility would be reduced to 44 MEUR at the end of June 2011 (14 MEUR Term Loan Facility A and 30 MEUR revolving Facility B) and by a further 3 MEUR in June 2012; The Equity Capital Market clause stated that the proceeds from a capital increase in excess of 10 MEUR must be used for early amortization of the Facility A; following the projected capital increase the facility would be reduced to 30 MEUR; Restrictive wording hindered the possibility to fully implement the Group reorganization plan in 2012; The Acquisition covenant prevented acquisitions in excess of 10 MEUR over the life of the Facility Tuesday, 13 November 2012 Slide 13

14 New Syndicated Loan Agreement: Summary MEUR New Old Lenders 2 5 Facility amount 50 (80) M 44 M Maturity 08/ /2012 Increase amount 30 M 0 M Base margin 20 bp less xx bp Commitment fee 23 bp less xx bp Acquisitions Up to 80 M Up to 10 M Covenants Standard Too many 2010 Tuesday, 13 November 2012 Slide 14

15 Cavotec acquires Inet Business Acquisition of Inet in the USA on August 16 th, 2011 Cavotec acquisition of Inet on August 16 th, Tuesday, 13 November 2012 Slide 15

16 Airports Cavotec s Airports Market Unit enables the competitive global airports industry to operate more safely and efficiently. At airports worldwide, our systems reduce tarmac congestion and allow aircraft to be serviced quicker, which ensures that passengers can board and disembark aircraft easily and punctually. Integrated apron systems Utility pits Fuel systems Pre-Conditioned Air (PCA) & sub-freezing PCAir systems Converters Cable Coilers LOOKING TO FUTURE GROWTH In addition to acquisitions, the Airports Market Unit continues to grow organically. New sales and manufacturing facilities in both mature and emerging markets are expected to follow this trend in the medium and long terms. Cumulative Revenues EUR 11,331 thousands 24% Cumulative Order Intake EUR 14,698 thousands 27% Order Book EUR 35,785 thousands 35% 2010 Tuesday, 13 November 2012 Slide 16

17 The Inet deal Cavotec has agreed to buy Inet via an asset deal in exchange for 7.7M CCC newly issued shares and 4.0 M USD deferred compensation for a total consideration of 25.5 M USD The share count will increase by 12,1% resulting in a 10.8% dilution of existing shareholders Inet has been valued at 10x average net profit over the last five years CCC shares have been valued at 2.8 USD per share at a premium over the 1Q11 average share price of approx. 2.5 USD per share The 4.0 M USD will remain with Cavotec and will paid: 2.0 M- August M- August Tuesday, 13 November 2012 Slide 17

18 CCC share price evolution in USD Volumes 900, ,000 Agreed CCC price Price USD , , , , , , , Tuesday, 13 November 2012 Slide 18

19 CCC share price evolution after the listing at NASDAQ OMX Axis Title Thousands Average price at NZX in 2011 CCC = 1.65 Average price at NASDAQ OMX CCC = CCC share price development CCC share volumes 2011 to 2012 Average volume at NZX in 2011 CCC = approx. 17,000 shares per day Average volume at NASDAQ OMX CCC = approx. 34,000 shares per day Tuesday, 13 November 2012 Slide 19

20 2010 Tuesday, 13 November 2012 Slide 20 Thank you for your attention