Combination of Cineworld and Cinema City

Transcription

1 Combination of Cineworld and Cinema City Investor Presentation - January 2014

2 Disclaimer This document has been prepared by Cineworld Group plc ( Cineworld, or the Company ) solely for use as a presentation in connection with the proposed rights issue of its ordinary shares (the Rights Issue ) in connection with the Company's proposed combination with the cinema business of the Cinema City International Group (the Combination ). For the purposes of this notice, presentation shall mean and include the document that follows, any oral briefing by the Company that accompanies it, and any question-and-answer session that follows such briefing. By attending or reading the presentation, you will be deemed to have agreed to the obligations and restrictions set out below and that you are able to receive this presentation without contravention of any applicable legal or regulatory restrictions. 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3 Agenda Transaction Highlights Cineworld and Cinema City Transaction Financials and Structure Strategic Highlights and Summary Anthony Bloom Mooky Greidinger Philip Bowcock Mooky Greidinger 3

4 Transaction Highlights Anthony Bloom

5 Creation of a Leading Cinema Group in Europe Executive Summary Combination with Cinema City, the cinema business of Cinema City International N.V. ( CCI ), a leading cinema operator in 7 countries across CEE and Israel Creating the second largest cinema business in Europe (1) #1 or #2 in every region the enlarged group would operate in (1) Adds 99 multiplexes (combined: 201 sites) and 966 fully digital screens (combined: 1,852) Cinema City 2012 revenue of 232m (Cineworld: 359m) and EBITDA of 50m (Cineworld: 67m) (2) Cinema City brings growth opportunities in the cinema markets of CEE and Israel Developing economies serving a population of c.100m Markets in which multiplex screen penetration is comparatively low, with low admissions per capita and high population per screen relative to the UK revenue and EBITDA CAGR of 14.2% and 18.9%, respectively Strong pipeline of screen openings Highly respected and experienced combined management team Non-Executive Chairman: Anthony Bloom CEO: Mooky Greidinger (current CEO of CCI) CFO: Philip Bowcock COO: Israel Greidinger (current CFO of CCI) 1. Based on number of screens. 2. Converted at an exchange rate of 1 = (2012 revenues of 281m and EBITDA of 60m). Cinema City financials are pre adjustment for new initial lease charge of 7.65m post Completion. 5

6 Creation of a Leading Cinema Group in Europe Transaction Structure Share purchase of Cinema City Holding N.V. from CCI based on an Enterprise Value of 503m (on a debt-free / cash-free basis) (1) Combination to be funded through: Fully underwritten rights issue to raise approximately 110m New debt facilities Shares issued as consideration to CCI representing 24.9% of the enlarged group Attractive financial metrics Expected to be earnings accretive in FY2014 and substantially accretive thereafter (2) ROIC expected to be in line with Cineworld cost of capital in year 3 (2,3) Initial cost synergies identified of 2m Strong cash flow generation and deleveraging profile Existing dividend policy underpinned by the future prospects of the enlarged group 1. Based on a Cineworld share price of 392p (being the Closing Price on 9 January 2014). 2. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account the effect of the Rights Issue and the Combination, will necessarily be greater than the historic published earnings per share, profits, margins or cash flows of the Cineworld Group. 3. ROIC defined as net operating profit (including synergies) after tax as a percentage of Enterprise Value. The calculation of ROIC may be different for different companies. 6

7 Transaction Financials and Structure Board Structure Board structure combines representatives from both Cineworld and Cinema City boards Highly respected and experienced management team Board composition: Non-Executive Chairman Anthony Bloom Cineworld CEO Mooky Greidinger Cinema City CFO Philip Bowcock Cineworld COO Israel Greidinger Cinema City Non-Executive Directors David Maloney (Senior NED) Martina King Scott Rosenblum Arni Samuelsson Eric (Rick) Senat Peter Williams Cineworld Cineworld Cinema City New member Cineworld Cineworld Relationship agreement entered into between Cineworld and CCI which includes a 12 month lock-up of any sale of shares CCI intends to remain a long-term strategic shareholder in Cineworld Independent Independent Non-Independent Independent Independent Independent Board will comply with the UK Corporate Governance Code independence requirements 7

8 Cineworld and Cinema City Mooky Greidinger

9 Cineworld and Cinema City Cineworld Snapshot Cineworld Today Strong Track Record of Delivery The leading operator in the UK & Ireland by box office revenues Revenue ( m) sites with 886 screens Fully digitalised, predominantly leasehold estate EBITDA (1) ( m) % 18.7% 2009 % 2012 margin Cineworld is the #1 cinema group by box office revenue in UK & Ireland with a market share of 27.3% (2) 1. EBITDA comprises of earnings before interest, tax, depreciation and amortisation, onerous lease and other non-recurring or non-cash property charges, transaction and reorganisation costs, defined benefit scheme indexation gain and refinancing costs. 2. Source: Rentrak/EDI, based on box office revenues for the first nine months of

10 Cineworld and Cinema City Cinema City Snapshot Cinema City Today Strong Growth The leading operator in CEE and Israel based on number of screens 99 multiplexes with 966 screens Revenue ( m) (2) Fully digitalised, leasehold estate (1) EBITDA ( m) (2,3) % 21.5% 2009 % 2012 margin Cinema City is the #1 cinema business by number of screens in CEE and Israel 1. CCI will transfer all of its real estate assets out of the acquisition group (including seven cinema sites and one office property). Post-transaction, the enlarged group will continue to operate from these sites on a leasehold basis. 2. EBITDA defined as earnings before interest, tax, depreciation and amortisation. Excludes any pro forma impact of rental payment for properties leased from CCI post completion. 3. Converted at an exchange rate of 1 = (2012 revenues of 281m and EBITDA of 60m; 2009 revenues of 189m and EBITDA of 36m). 10

11 Cineworld and Cinema City Cinema City Overview Overview Cinema City is the largest cinema business in CEE and Israel (1) serving a population of c.100m Formed in 1929 by the Greidinger family and entered the CEE region in 1997 Operates 99 multiplexes with 966 screens across 7 countries 100% digitalised, leasehold estate Complementary distribution and advertising arms (Forum Film and New Age Media / Cinema Channel) 2012 Revenue Breakdown Total revenue: 232m (2) By Geography 9% 11% 15% 4% 3% 39% 19% Poland Israel Hungary Czech Republic Romania Bulgaria Slovakia CCI, listed on the WSE and indirectly controlled by members of the Greidinger family (c.54% holding), will retain its Polish listing By Division 11% 9% 1% Box Office Only the cinema business of CCI will be transferred as part of this transaction The real estate portfolio of CCI will not form part of this transaction 20% 59% Concession Advertising Film Distribution Other Income 1. Based on number of screens. 2. Converted at an exchange rate of 1 = (2012 revenues of 281m). 11

12 Cineworld and Cinema City Cinema City History of Significant Growth No of screens 1, Expansion of cinema chain from Israel into CEE Cinema City launched operations in Czech Republic and Poland Acquisition of Ster Century in Poland Operations Acquisition of commenced Kinepolis in Poland in Bulgaria Operations Acquisition of commenced in Palace Cinemas Romania and entry into Slovakia Opened Rishon LeZion, Israel Note: Figures include real estate and other activities. Transaction only includes cinema and film distribution assets and excludes real estate and other activities. 12

13 US France UK Germany Israel Czech Rep. Hungary Poland Bulgaria Slovakia Romania US France UK Germany Czech Rep. Slovakia Hungary Israel Poland Bulgaria Romania Cineworld and Cinema City Structural Growth Opportunity In CEE and Israel Admissions per Capita (2012) Population per Screen in 000s (2012) Median: Median: ATP ( ) Structural growth opportunities in the cinema markets of CEE and Israel Source: Dodona research except admissions per capita in Israel (sourced from the Israel Cinema Association). Bulgaria figures based on Dodona estimates in 2011 for Note: Average ticket prices have been converted from local currency to using exchange rates from Bloomberg as at 9 January

14 Cineworld and Cinema City Cinema City's Modern Cinemas 14

15 Cineworld and Cinema City Cinema City Revenue Streams In Theatre (79% of 2012 revenues) Distribution (9% of 2012 revenues) Advertising (11% of 2012 revenues) Box Office Concession (10 screens) (5 screens) (Forum Film (2) ) (New Age Media (2, 3) ) Modern, fully digital estate Top cinema experience (stadium seating, large screens) Tailored concession offering which varies according to tastes in countries of operation Ongoing roll out of Coffee Corner and Candyking throughout the estate IMAX: Allows images to be displayed at a far greater size and resolution than conventional film Exclusive rights to develop and operate IMAX screens across Cinema City estate (1) 4DX: High-end technology to view films in 4D (mix of air, water, scent, motion and vibration) Exclusive agreement with 4DX technology provider across Cinema City estate Strategic business line Representing film studios as exclusive distributor in Cinema City countries Library of independent films Offers on- and off-screen advertising across Cinema City estate Services include: Adapting advertisements to cinema standards; Cinema-media planning; Promotional events; Marketing materials; Auditorium sponsorship programs 1. Excluding Slovakia and Eilat in Israel. 2. Fully owned subsidiary. 3. Cinema Channel offers advertising services in Israel, rather than New Age Media. 15

16 Cineworld and Cinema City Strong Secured Pipeline to Drive Next Stage of Growth Development plan includes 546 screen openings across enlarged group within next 3 years UK & Ireland 169 screens signed CEE & Israel 377 screens signed Cineworld Cinema City Ireland UK Poland Poland 87 screens Romania 233 screens Romania Bulgaria 12 screens Bulgaria Israel 45 screens Israel Note: Signed means lease agreement signed. 16

17 Transaction Financials and Structure Philip Bowcock

18 Transaction Financials and Structure Side-by-Side Comparison Cineworld (1) Cinema City (2) 2012 Sep 2013 (3) 2012 Sep 2013 (3) Revenue ( m) EBITDA ( m) 67.1 (4) EBITDA margin (%) 18.7% 17.3% 21.5% 22.4% Screens (#) Admissions (m) Average Ticket Price (ATP) ( ) Retail Spend per Person (SPP) ( ) Reported financials, including for Picturehouse from 6 26 December Average ticket price and retail spend per person excludes Picturehouse. 2. Converted at an exchange rate of 1 = Cinema City financials are pre adjustment for new initial lease charge of 7.65m post Completion. 3. Data representing 2013 performance through to 26 September for Cineworld and to 30 September for Cinema City EBITDA on a restated basis (IAS 19 - employee benefits) is 66.9m. 18

19 Transaction Financials and Structure Cinema City Financial Performance Increase in revenues throughout period driven by rise in cinema openings and admissions Acquisition of Palace Cinemas in 2011 increased operating costs and depreciation New cinema openings also increased operating costs during 2011 Substantial capex investments in new cinemas and digitalisation ( m) 2009 (1) No. of screens Revenue growth (%) 24.4% 14.0% 4.9% Operating costs na EBITDA margin (%) 19.0% 22.7% 20.0% 21.5% Operating Profit (2) Net cash from operating activities na Capex (3) na Note: Converted at an exchange rate of 1 = Cinema City financials are pre adjustment for new initial lease charge of 7.65m post Completion financials extracted from 2010 statutory accounts on a segmental basis. 2. Before Acquisition-related and reorganisation expenses in Net of proceeds. Also includes acquisition of Palace Cinemas in 2011 ( 15.2m). 19

20 Transaction Financials and Structure Current Trading Cineworld FY2013 box office revenue increased by 4.0% Admissions up 1.3% and ATP up 2.6% to 5.40 Cineworld outperformed the wider industry and grew its market share to 27.4% UK & Irish cinema industry experienced 0.3% decline in gross box office revenue Retail initiatives continued to gain momentum 9 Starbucks openings in 2013 contributing to an increase in spend per person Other income benefited from increased income in advertising and 3D glasses sales Picturehouse continued to perform in line with expectations with new opening planned in Colchester Overall, Cineworld anticipates that performance for FY 2013 will be in line with the Board's expectations Solid film release programme for 2014 from blockbuster series Hunger Games, The Hobbit, Transformers, Spiderman and X-Men Four new cinema openings planned Cinema City Admissions up 3% for FY 2013 compared to FY 2012 In October 2013, the opening of Walesa, a Polish made film, had a positive impact on admissions in Poland Second instalment of the Hunger Games series saw increased admissions in most territories in 2013 (relative to the first Hunger Games film in 2012) Overall, Cinema City's performance is expected to be in line with CCI's expectations for the full year 2014 film line up include several from international blockbuster series The Hobbit, Hunger Games, Rio, How To Train Your Dragon and Transformers Strong line up of Polish films expected to support local admission levels 20

21 Transaction Financials and Structure Sources and Uses Sources and Uses Sources of Funds m Rights Issue (gross proceeds) 110 New Debt Facilities 316 Cineworld Equity Consideration to CCI 231 Total Sources 658 Uses of Funds m Transaction Consideration for Cinema City 503 of which cash consideration 272 Refinance Cineworld net debt (1) 137 Cost and expenses 18 Total Uses 658 Funding and Financial Impact Prudent financing structure Transaction expected to be earnings accretive in FY2014 and substantially accretive thereafter (2) ROIC expected to be in line with Cineworld s cost of capital in year 3 (2,3) Strong cash flow generation and deleveraging profile Existing dividend policy underpinned by the future prospects of the enlarged group Initial annual charge of 7.65m to reflect leasehold payment to CCI for property not being transferred as part of transaction 1. Cineworld net debt as per 26 September This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per share, profits, margins or cash flows of the Enlarged Group, taking into account the effect of the Rights Issue and the Combination, will necessarily be greater than the historic published earnings per share, profits, margins or cash flows of the Cineworld Group. 3. ROIC defined as net operating profit (including synergies) after tax as a percentage of Enterprise Value. The calculation of ROIC may be different for different companies. 21

22 Transaction Financials and Structure Prudent Financing Rights Issue Rights issue to be fully underwritten by Barclays, J.P. Morgan Cazenove and Investec Rights issue not conditional on the transaction Gross funds to be raised 110m Rights issue terms 8 for 25 Closing price (9 th of January 2014) 392p Issue price 230p 149.9m current 392p 588m 48.0m new 230p 110m 197.9m total shares post rights issue (1) 698m Theoretical ex rights price (TERP) 353p Issue price discount to TERP 34.8% Long term loan facilities in place on Completion maturing in 2018 Term Loan Facility of 275m (initial margin: 215bps) RCF of 125m (initial margin: 190bps) Facilities to be used to: Fund, in part, cash consideration payable to CCI Refinance certain existing indebtedness at Cineworld and Cinema City Working capital purposes Facilities provided by Barclays, HSBC, ING, Lloyds, RBS, Santander Financial covenants EBITDA to net debt Debt Financing EBITDAR to net finance charge 1. This figure excludes shares issued to CCI as consideration. 22

23 Transaction Financials and Structure Expected Timetable of Events Announcement of the Transaction Publication of Prospectus January 10 January Rights Issue Record Date Cineworld General Meeting Dealings in Rights Issue Shares, nil paid, commences Rights Issue trading period ends Dealings in Rights Issue Shares, fully paid, commences CCI General Meeting 27 January 29 January 30 January 13 February 14 February 21 February Anticipated closing March 23

24 Strategic Highlights and Summary Mooky Greidinger

25 Strategic Highlights and Summary Creation of a Leading Pan-European Cinema Operator European Cinema Operators Number of screens , ,187 + Cineworld: 886 Cinema City: , , Source: Company Information. 1. Latest available figures. 2. Consists of sites in Spain, Italy, Germany, Austria and Portugal. 3. Consists of sites in Poland, Romania, Czech Republic, Hungary, Bulgaria, Israel and Slovakia. 4. Consists of sites in Germany, Portugal, Denmark, Taiwan, Poland, Latvia and Lithuania. 5. Consists of sites in France, Switzerland and the Netherlands. UK & Ireland Non-UK & Ireland 25

26 Strategic Highlights and Summary Future Strategy Increasing market share in existing countries of operation New openings over 500 screens in the pipeline Continued Growth Increasing "cinema going" habit in the new markets Potential for growth in ticket prices Opportunities in new territories Stadium seating Providing the Top Cinema Experience Large screens to enhance the viewing experience High quality sound systems - the audience are "in" the movie Great comfort and friendly atmosphere - seats, lobby and service with a smile High quality offering, including IMAX, 4DX, D-Box Commitment to Advanced Technology Advanced technology - laser projection, advanced sound, gaming on screen Technologies to enhance the overall customer experience - modern ticket service, print at home, enter with your mobile 26

27 Strategic Highlights and Summary Future Strategy Targeting Niche Markets Distribution activity - strategic and effective in new/ smaller markets, allowing for direct contact with the studios and product Expansion of the Picturehouse concept Support local production and alternative content Combination cost synergies Combination of know-how Maximising Synergies Combination of experienced teams Growing screen advertising and sponsorship opportunities Best practice synergies (Unlimited, MyCineworld, website, VIP, cinema design etc.) 27

28 Strategic Highlights and Summary Creation of a Leading Cinema Group in Europe IN 2013, CINEWORLD AND CINEMA CITY TOGETHER SERVED MORE THAN 85,000,000 ADMISSIONS AND WILL CONTINUE TO PROVIDE FOR THESE AND THE NEW ONES YET TO COME THE BEST WAY TO SEE A MOVIE 28

29 Q&A