General Meeting of Shareholders. May 2015

Transcription

1 General Meeting of Shareholders May 2015

2 Developments Kardan Group 2014

3 Highlights Kardan Group 2014 January GTC RE February KLC March Tahal April KLC IDB Financing agreement signed ( 33 mn loan against collateral) Additional credit of RMB 400 mn signed (bringing total to RMB 900 mn) for Europark Dalian project Project agreement signed (EUR 62 mn) for development & cultivation agricultural areas in Eastern Europe duration 4 years Sale of Europark A2 building (Dalian) for 39mn Proceeds used to further develop Europark project 3

4 Highlights Kardan Group (continued) September Kardan NV S&P adjusts rating Kardan to ilcc outlook negative, debentures to ilcc Board decides to comply with request of Debenture Holders to enter discussions on a Debt Settlement October Kardan NV TBIF November Kardan NV Letter of undertaking signed between KNV and Debenture Holders re negotiations Debt Settlement Sale TBI Credit for EUR 10 mn announced; closing took place in February Funds used to repay GTC RE bank loan Shelf Prospectus published in Israel; enabling Kardan to act fast should a decision on an offering of securities be taken 4

5 Highlights Kardan Group (continued) November (continued) TBIF National Bank of Ukraine declares Ukrainian VAB Bank insolvent. TBIF provides outstanding subordinated 2.8 mn loan to VAB December Kardan NV KLC Tahal Board proposes agreement in principle regarding Debt Settlement: a) postponement of February 2015 interest and principal payment by 6 months, and b) drafting the amended deeds of trust (in headline: deferral of 2015 & 2016 principal payment by 24 months against conditions, collateral & restrictions) Sale 50% stake Galleria Chengdu for USD 90.8 mn (+/ mn); 30 mn to GTC RE to repay a bank loan. Net gain KNV: 11.4 mn. Water treatment plant and pumping system project in Yakutsk, Russia, for USD 67 mn (then +/- 55 mn) Duration +/- 40 months. 5

6 Kardan Group as at December 31, 2014 Kardan N.V. 100% 98% 100% Real Estate GTC Real Estate Holding Water Infrastructure Tahal Financial Services KFS 100% 100% 100% 100% Kardan Land China Tahal Projects Tahal Assets TBIF TGI* 22% KFS* 17% GTC RE* 61% *Net investment on the basis of Equity investment and shareholders loans as of

7 Financial & other highlights 2014

8 2014 Financial Highlights Kardan mn net profit first profitable year since 2008 Improved operating results TBIF and Tahal Projects Net gain disposal of assets (Galleria Chengdu and KWIG) Lower financing expenses debt repayments & lower negative forex impact Total Comprehensive Income (equity holders): 32.0 mn largely significant appreciation RMB Debt servicing (short to medium term) Debenture instalments paid in Q1/14 Repaid 28 mn of 33 mn bank loan 8

9 Real Estate Asia Kardan Land China 100%

10 Real Estate Asia 2014 highlights EBIT: 28.5 mn (2013: 22.2 mn) on gain sale 50% Galleria Chengdu + positive forex development Apartments delivered: Net profit to Kardan: 250 Europark units (2013: 120) incl. 201 A2 building 1,480 JV projects (2013: 2,727) -> lower equity earnings 24.6 mn (2013: 18.3 mn) Apartments sold: 1,254 (incl. A2 building Dalian) (2013: 2,118) Residential Apartments Delivered Sold

11 Europark Dalian: progress pictures 11

12 Water Infrastructure Tahal Group International 98%

13 Water Infrastructure 2014 highlights Tahal Projects Revenue up 11% (y-o-y) EBIT: 9.1 mn (2013: 3.9 mn) Net profit to Kardan: 4.2 mn (2013: 2.9 mn loss) Backlog: USD 358 mn (year-end 2013: USD 320 mn) New orders 2014: USD 229 mn Tahal Assets Revenue up 11% (y-o-y) Impairment ( 8.3 mn after tax) on sale announcement KWIG in Q4/14; (75% of sale concluded in Q1/15 -> 20 mn gain) Net result to Kardan: 5.7 mn loss (2013: 3.1 mn profit) 13

14 Water infrastructure activities worldwide 14

15 Financial Services Kardan Financial Services 100%

16 Banking & Retail Lending 2014 highlights Revenues up 37%: growth & better quality loan portfolio, less interest expenses on deposits, lower provisions Gross profit 7.4 mn (2013: 0.3 mn loss) Net profit to Kardan: 7.6 mn (2013: 18.8 mn loss) Avis contributed small profit despite continuation of instability in Ukraine Loan to VAB bank (Ukraine) impaired ( 2.8 mn in Q3/14) due to situation of the bank Sale of TBI Credit concluded in Q1/15 proceeds approx. 10 mn, small net gain 16

17 Q results

18 Q Financial Highlights Kardan Q mn net loss to equity holders (Q1/14: 3 mn profit) Significant negative foreign exchange impact ( 30 mn) on financing expenses (depreciation Euro vs NIS) (Q1/14: 4 mn positive impact) Total Comprehensive Income 7.9 mn (Q1/14: 0.7 mn) Shareholders equity: mn (year end- 2014: 92.4 mn) Other highlights: Sale of KWIG: 20 mn gain (75% concluded, 25% planned by end June) Sale of TBI Credit concluded Bank loan fully repaid, releasing pledges Early debenture repayment of interest + principal ( 25.4 mn in total) Debt Settlement to be approved by Debenture Holders 18

19 Q Financial Highlights Kardan Contribution to net result millions Q1 / 15 Q1 / Real Estate Asia Water Infrastructure (1.5) Financial Services Others: (Corporate G&A, Finance, Tax, Discontinued ops) (37.5) (0.9) (25.6) Total Profit (Loss) for equity holders (7.6) Other comprehensive income to KNV 15.5 (2.3) 26.9 Total Comprehensive Income to KNV equity holders

20 Highlights: Debt Settlement presented for approval Debt Settlement with Debenture Holders to be approved: 1) Postponement of payment of principals of 2015 and 2016 by 24 months 2) Additional interest of 1.875% for each series 3) Allocation of 10% shares to Debenture Holders and cash compensation of 750k 4) Pledges on all the Group s interests in all its main subsidiaries 5) Introduction of certain covenants, business restrictions and relief conditions 6) Dividend distribution prohibited until 75% of outstanding par value as of has been repaid 20

21 Kardan debt development * Gross debt of Kardan NV and GTC RE Debentures Loans from banks (*)Company Only Kardan N.V. & GTC RE as at March 31, 2015; principals only are presented as per January 1 of each year and exclude accrued interest and hedges and are presented under the assumption that the Debt Settlement has been approved by the Debenture Holders. Net of debentures held by subsidiaries. The gross debt presented up to March 31, 2015 is presented according to actual forex rates (NIS to Euro); looking forward the NIS / Euro exchange rate of March 31, 2015 has been applied. 21

22 Cash flow forecast Kardan* Company only - Kardan N.V. & GTC RE Sources April 1, 2015 March 31, 2017 millions Cash & ST investments as at Repayment of loans from subsidiaries 6.0 Sale / refinance of assets Total sources Uses Series A debentures (principal) 39.9 Series B debentures (principal) 42.9 Interest expenses 47.4 Agreed Compensation to Debenture Holders 0.7 G&A expenses less management fees 8.9 Total uses Expected cash & short term investments at (*) Assuming the Debt Settlement will be approved by the Debenture Holders 22

23 Outlook 2015 Kardan N.V.: 1) Increase profit from operating companies and consequently their value 2) Continued focus on debt position Kardan NV 23

24 Thank you Disclaimer This presentation has been prepared on behalf of Kardan N.V. solely for information purposes. It is not an investment advice or an offer or solicitation for the purchase or sale of any financial instrument. While reasonable care has been taken to ensure that the information contained herein is not untrue or misleading at the date of the presentation, Kardan N.V. makes no representation that it is accurate or complete. The information contained herein is subject to change without notice. Neither Kardan N.V. nor any of its officers or employees accepts any liability for any direct or consequential loss arising from any use of this presentation or its contents. Copyright and database rights protection exist in this presentation and it may not be reproduced, distributed or published by any person for any purpose without the prior express consent of Kardan N.V. All rights are reserved. 24

25 Investor Relations Contact details The Netherlands Caroline Vogelzang Ohad Lev Israel Office: Mobile: Office: Mobile: Kardan N.V. Claude Debussylaan 30 Viñoly Building, 13th floor 1082 MD Amsterdam The Netherlands Kardan N.V. 154 Menachem Begin Rd. Tel Aviv Israel