Fondsfinans Company presentation Company September presentation 2015 Fondsfinans AS Haakon VII's gate 2 P.O. Box 1782 Vika N-0122 Oslo E-mail: mail@fondsfinans.no Web: www.fondsfinans.no Tel: +47 23 11 30 00 Fax: +47 23 11 30 05
INTRODUCTION TO FONDSFINANS A highly respected investment bank with long traditions Company facts Awards and achievements Tracing our roots back to 1915, Fondsfinans is the oldest investment bank in Norway 70 employees with offices in Oslo and New York A highly respected and competent investment bank Corporate Finance Equity sales and trading Fixed income sales and trading Equity and credit research High quality domestic and international clients Rated best stock picker in Norway several times Highly ranked on Norwegian M&A leagues Fondsfinans analysts have earned several awards from Thomson Reuters, including: Top Overall Stock Picker Best Stock Picker in Financial Services Top Overall Earnings Estimator in the Nordic Region in 2010 Three out of six funds are top rated with five stars Morningstar Fondsfinans Spar was awarded best Norwegian Equity fund last 10 years Thomson Reuters Lipper Fund Awards Key focus areas Aquaculture & Fisheries Solid track-record and a respected position within the aquaculture and fishery industry Broad coverage of all listed aquaculture companies at Oslo Børs and with high credibility among investors Financial Institutions Leading ECM manager within unlisted private placements Leading M&A advisor for savings banks # 1 broker of equity certificates Our largest sector with 23% of total transaction volume 96-14 Oil service Extensive transaction experience Dedicated coverage of E&P, drilling, subsea and supply and oil services Our second largest sector with 14% of total transaction volume 96-14 2
INTRODUCTION TO FONDSFINANS Investment banking since 1915 1915 1950 1972 1981 1987 1996 1997 2000 2005 2007 2009 The two central employees Gunnar Solvang and Kjell Borchgrevink, leave to establish A/S Fondsfinans. Stockbroking firm Stephanson & Nielsen A/S established in Oslo, acquired Rolf Stenersen in 1932 and renamed Fondsfinans A/S Fondsfinans is acquired Erik Must and Kjell Chr. Ulrichsen Fondsfinans breaks banks regulated monopoly of bond placements, with issue for Industribanken Establishes market operations for the Central Bank of Norway for Norwegian Government bonds. Erik Must becomes sole owner of Fondsfinans. Reorganisation as partnership. Fondsfinans Kapitalforvaltning ASA is established as Fondsfinans discretionary asset management arm Fondsfinans Kapitalforvaltning ASA establishes its first mutual fund Discretionary asset management sold to Danske Bank. Mutual funds retained. Establishes SEC and FINRA regulated US brokerage in New York Establishes Norne Securities as JV with Sparebanken Vest and other savings banks 3
INTRODUCTION TO FONDSFINANS Offices in Oslo and New York investors mainly in Nordic region Offices in Oslo and New York Geographical distribution of registered customers Europe 18% US 7% Nordics 75% Extensive network of investors in Scandinavia and internationally Focus exclusively on professionals and institutional investors Fondsfinans AS Haakon VII s gate 2 P.O. Box 1782, Vika, N-0122 Oslo Covering Nordics and the rest of Europe Fondsfinans Inc. 950 Third Avenue, Suite 1902 New York, NY 10022 Distribution channel towards US investors 4
INTRODUCTION TO FONDSFINANS A fully integrated investment bank Markets Research Investment Banking Asset management Sales team covering both 12 analysts with extensive 14 advisors with extensive 4 Portfolio managers with Equities and Fixed Income industry knowledge and experience and strong strong track record and 15 equity brokers with expertise relations extensive experience strong coverage of domestic Covering 90-95% of Oslo More than NOK 230 billion 3 out of 6 funds are top and international investor Stock Exchange Market worth of transactions over rated Morningstar universe capitalization (OSEBX) the past 18 years NOK 3.0 billion under 6 fixed income experts with Several awards and top Industry expertise in major management strong extensive experience within ratings sectors growth debt structuring, trading and research 5
FONDSFINANS MARKETS Sales team with high degree of seniority and solid placing power In brief Sales team of ~20 brokers with extensive experience Products and services Equity trading Serves primarily professional and institutional clients Covers Norway, the Nordics, Europe and North America Works closely with the research analysts to gain new insights which might not be reflected in the share price Emphasizes execution accuracy, consistency of service, discretion and independent thinking Fixed income trading Daily morning market updates Idea generation News and trade flow Insight on investor sentiment Value added comments & follow-up 6
FONDSFINANS MARKETS Sales team with high degree of seniority and solid placing power Equity Sales Fixed Income The longest standing equity broker in Norway: Deep roots in the Norwegian business community Unique local knowledge Long-standing relationships Sales and trading within a broad range of fixed income instruments, including: Covered bonds Senior debt Subordinated debt Extensive network of investors in Scandinavia and internationally Strong placing power High degree of seniority on the team High market share in targeted stocks Access to multiple trading platforms where Nordic stocks are traded Hosts investor meetings, seminars, and company road shows Focus on primary issuance and secondary market trading in the Scandinavian fixed income market Also covers international issuers with particular focus on energy, oil services, and shipping Daily trade activity summary issuer and sector Daily credit reports Capital structure advisory in cooperation with the investment banking team 7
FONDSFINANS RESEARCH Strong analyst track record In brief Experienced research team covering both equities and fixed income Research products Credit reports Fondsfinans analysts have been highly ranked in various reviews of analyst performance Covers more than 50 companies listed on the Oslo Stock Exchange and the vast majority of companies represented in the fixed income markets Company research reports Morning reports Sector reports Weekly picks/portfolio Seminars 8
FONDSFINANS RESEARCH Our equity research team Financial institutions Oil Service Aquaculture Consumer goods / SME Industrials, Telecom & Construction IT & Technology Geir Kristiansen Ivar Andreas L. Gjul Knut Erik Løvstad Bent Rølland (Head of Research) Daniel Johansson Henriette Trondsen gk@fondsfinans.no +23 11 30 11 kel@fondsfinans.no +23 11 30 40 br@fondsfinans.no +23 11 30 27 iag@fondsfinans.no +23 11 30 24 dj@fondsfinans.no +23 11 30 61 ht@fondsfinans.no +23 11 30 45 E&P Materials Ulrik Å. Zürcher Håkon Johansen Philip M. Scrase Morten E. Lindbæck Morten Normann uaz@fondsfinans.no +21 01 70 13 hj@fondsfinans.no +23 11 30 18 ps@fondsfinans.no +23 11 30 23 mel@fondsfinans.no +23 11 30 68 mornor@fondsfinans.no +21 01 70 14 9
FONDSFINANS INVESTMENT BANKING A trusted and experienced advisor Nearly 100 years of experience as a trusted advisor and an unparalleled track record in the Norwegian transaction market Highly skilled team of professionals with in-depth industry and transaction knowledge Consistent focus on creating long-term value for our clients in all phases of growth and transition Close relations to management in most leading companies in Norway, as well as Norwegian government bodies 10
FONDSFINANS INVESTMENT BANKING Three key industry sectors Aquaculture & Fisheries Financial Institutions Oil service Solid track-record and a respected position within the aquaculture and fishery industry Leading broker of aquaculture and fishery shares with significant trading volumes Broad coverage of all listed aquaculture companies at Oslo Børs and with high credibility among investors In-depth industry knowledge and broad experience within M&A and issuance of equity and bonds 13 % of total transaction volume 96-14 Leading ECM manager within unlisted private placements in the sector Leading M&A advisor for savings banks; advisor for two of the three largest mergers since 2009 In-depth industry knowledge and broad experience within issuance, buy-back and trading of Tier 1 and Tier 2 capital # 1 broker of Norwegian savings banks (equity certificates) Our largest sector with 23% of total transaction volume 96-14 Covering the entire value chain / lifecycle Extensive transaction experience within M&A, equities and bonds for industrial and financial (private equity) clients Dedicated coverage of E&P, drilling, subsea and supply and oil services Two senior directors with more than 15 years of investment banking experience each Our second largest sector with 14% of total transaction volume 96-14 Selected clients from the sector: Selected clients from the sector: Selected clients from the sector: 11
FONDSFINANS INVESTMENT BANKING NOK 230 bn in transactions past 18 years* Aquaculture 13 % IT/Media/ Telecom 13 % Biotech and Consumables Oil and gas healthcare 6 % E&P 9 % Power and 6 % renewables 9 % Industry 10 % Aquaculture 10 % Oil and gas Industry E&P 6 % Shipping 11 % 5 %Power and renewables % of total transaction value Oil service/acc. /Rig/Supply 14 % % of total no. of transactions Financial services 10 % IT/Media/ Telecom 13 % Consumable 4 % s 4 % Financial services 23 % Oil service/acc. /Rig/Supply 13 % Biotech and healhcare 2 % Industry, building and construction 2 % Materials 2 % Other 1 % Mining 1 % Real estate 0.4 % Private equity 0.4 % Industry, building and construction 3 % Materials 3 % Shipping 2 % Mining 2 % Real estate 2 % Private equity 2 % Other 1 % Selected former and current clients from various sectors: Total transaction value (NOKm): 228 263* Total number of transactions: 311* 12 *1996-
FONDSFINANS INVESTMENT BANKING Nearly 100 years of transaction experience Our competitive edge Full scale service offering A unique position in the Norwegian market with nearly 100 years of transaction experience An independent advisor with high quality of service and an excellent reputation A competent and experienced team with in-depth industry knowledge and solid execution skills An extensive network of tier one institutional investors provides us with an exceptional placing power Initial public offerings (IPOs) ECM - equity offerings (private or public) DCM fixed income structuring and offerings (all classes) Mergers and acquisitions (M&A) Fairness opinions, valuations and defense strategies Strategic advisory 13
FONDSFINANS INVESTMENT BANKING Experienced fixed income team Knut Vidjeland Head of Fixed Income Joined Fondsfinans in 2010 Over 10 years financial markets experience, both as equity and credit analyst covering various sectors, before joining Fondsfinans at FIBA Nordic/ABG Securities and Fearnley Securities B.Sc. / Silviløkonom from Uni. of Utah Erik Hjulström Credit Analyst Joined Fondsfinans in Previous experience from equity research in DNB Markets, Pareto Securities and Kaupthing and as Financial Journalist at the local newswire TDN Finans M.Sc. in Financial Economics from the Gothenburg School of Economics and Commercial Law Tore-Jan Søraa Fixed income & Equity sales Joined Fondsfinans in 1993 More than 35 years of investment experience from DnC(1977), Bergen Bank(1988), DnB Markets(1990) and Vital life insurance(1991) within Fixed Income and Equity sales Jens-Jørgen Lund Fixed income & Equity sales Joined Fondsfinans in Previous experience from advisory in Marketing and Real Estate, as well as property development. B.Sc in Strategy and Finance from Heriot Watt University Øyvind Tvilde Fixed Income Sales Joined Fondsfinans in June 2015 Over 15 years financial markets experience from Finansbanken Index, WarrenWicklund Asset Management, and Warren Capital B.Sc. In Economics from the Norwegian School of Management with a major in finance Wilhelm Bøhn Fuxed Income & Equity Sales Joined Fondsfinans in 2015 22 years experience including from buy-side with SR- Fondsforvaltning, BCM European High Yield, Concentric European and Thyssen-Bornemisza Group and from sell-side with Credit Suisse and Kidder Peabody B.A. in International Studies from The Johns Hopkins University and MBA from Columbia Business School 14
FONDSFINANS INVESTMENT BANKING Corporate Finance team with profound transaction know-how Per Christian Goller Corporate Finance Joined Fondsfinans in 2011 20 years of management experience from industry and corporate finance, including Midland Montague, Tine BA, Opera Software and Berg Goller & Co AS B.Sc. (hons.) from UMIST and MBA from NHH Rolf Henning Lem Director Corporate Finance Sector focus: Aquaculture Joined Fondsfinans in 1999 12 years of investment banking experience. Previous positions include Vice President Finance at Dyno Industrier and management consultant at Deloitte Haskins & Sells and Nexia. In 2010-2011 he served as CFO at Bionor Pharma HAE from NHH Johan Aaserud Director Corporate Finance Sector focus: Industry & technology Joined Fondsfinans in 2007 Extensive transaction experience within both public and private ECM and M&A transactions across several sectors. Prior to joining Fondsfinans he was part of the industrial Strategy and M&A team of Posten Norge AS. M.Sc. in Industrial economics and technology management from NTNU Trygve Ugelstad Director Corporate Finance Sector focus: Oil service Joined Fondsfinans in 15 years of experience from investment banking in London and Oslo. Prior to investment banking he worked 5 years with Kvaerner Engineering (now Aker Solutions) M.Sc. from NTNU and MBA from London Business School Erik Furnes Director Corporate Finance Sector focus: Oil service Joined Fondsfinans in 15 years experience from the investment banking industry, most recently as part of the oil service team at SEB corporate finance since 2007. Significant experience from ECM and M&A. M.Sc. in Economics and Business Administration (siviløkonom) from NHH Kjetil Sørlien Barli Director Corporate Finance Sector focus: Financial Institutions Joined Fondsfinans in 2010 Transaction experience within ECM, DCM and M&A across several sectors. Prior to joining Fondsfinans he worked as a management consultant in PA Consulting Group M.Sc. in Industrial economics and technology management from NTNU, with major in financial engineering 15
FONDSFINANS INVESTMENT BANKING Corporate Finance team with profound transaction know-how Sindre Ottesen Director Corporate Finance Sector focus: Technology Joined Fondsfinans in 2015 15 years of investment banking experience from Nordea Markets in Norway and from Teather & Greenwood and PwC (M&A Lead Advisory) in the UK. Primarily focused on the TMT sectors in recent years. M.Sc. in Economics and Finance from Warwick Business School. Qualified Chartered Accountant (ICAEW) Ole Magnus Broch Tenstad Associate Corporate Finance Joined Fondsfinans in 2012 Previous experience from DNB Markets in Bergen and from the student-run consulting firm NHHS Consulting AS M.Sc. in Economics and Business Administration from NHH, with a major in finance Magnus B. Willumsen Associate Corporate Finance Joined Fondsfinans in Prior to joining Fondsfinans, Magnus worked as a management consultant within the Business Strategy and Transformation team of BearingPoint M.Sc. in Industrial economics and technology management from NTNU, with a major in finance Lene Elisabeth Gridseth Analyst Corporate Finance Joined Fondsfinans in M.Sc. in Economics and Business Administration from NHH, with a major in finance Atle Gran Lindstad Analyst Corporate Finance Joined Fondsfinans in M.Sc. in Economics and Business Administration from NHH and CBS, with a major in finance Anders Norheim Kvistad Analyst Corporate Finance Joined Fondsfinans in Previous experience from internships at Kapital and Finansavisen M.Sc. in Economics and Business Administration from NHH and Louvain School of Management, with a major in finance and management 16
FONDSFINANS INVESTMENT BANKING Corporate Finance team with profound transaction know-how Kristian Melandsø Analyst Corporate Finance Joined Fondsfinans in 2015 Previous experience from internships at Citibank M.Sc. in Economics and Business Administration from NHH and UCSD, with a major in finance 17
FONDSFINANS INVESTMENT BANKING Selected Fondsfinans M&A transactions Pending Acquisition of Acquisition of Sale of AUV business of Merger between Acquisition of Acquisition of minority stake to and in NOK 1.58bn Advisor to Resurs Bank NOK 135m Advisor to Ragn-Sells Undisclosed amount Advisor to NWM Valuation advisor to Klepp Sparebank NOK 8.9bn Advisor to Cermaq Undisclosed amount Advisor to Sandnes Sparebank Voluntary offer and delisting of Block trade and launch of mandatory offer Acquisition of Majority share purchase of Merger between Offer to acquire from Undisclosed amount Advisor to R.Domstein & Co Advisor and manager for Habu Holding AS Undisclosed amount Advisor to Cascade AS NOK 6.3bn Advisor to Sevan Drilling NOK 6bn Mutual advisor NOK 14.4bn Advisor to Ministry of Trade and Industry Acquisition of Share purchase in 2012 Acquisition of 2011 Acquisition of 2011 Acquisition of 2011 Voluntary offer for GC Rieber Shipping ASA NOK 1.3 bn Advisor to Norway Pelagic NOK 4.86bn Advisor to the Ministry of Trade and Industry Undisclosed amount Advisor to Ragn-Sells NOK 450m Advisor to AF Gruppen NOK 528m Buy/sell-side advisor to Sparebanken Vest NOK 213m Financial advisor to GC Rieber AS 18
FONDSFINANS INVESTMENT BANKING Selected Fondsfinans ECM transactions 2015 2015 2015 Private placement Fully underwritten rights issue Equity issue Equity issue Block trade Equity issue for NOK 75m NOK 70m NOK 150m NOK 190m NOK 190m NOK 600m Placing agent Joint lead manager Joint lead manager Joint lead manager Joint lead manager Block trade Equity issue IPO Share buy-back Issue of Tier 2 capital repurchase of Tier 1 hybrid capital Block trade NOK 140m NOK 350m NOK 80m NOK 140m NOK 500m NOK 634m Joint lead manager Joint lead manager Manager Block trade NOK 250m debt restructuring and equity issue Share purchase in 2012 Rights issue 2012 Private placement and repair offering 2012 Equity issue NOK 113m NOK 100m NOK 70m NOK 118m NOK 110m NOK 200m Joint lead manager Advisor to the minority shareholders 19
FONDSFINANS INVESTMENT BANKING Selected Fondsfinans DCM transactions 2015 Senior secured bond issue Fairness opinion in connection with convertible bond issue Repurchase of Tier 1 hybrid capital Tap bond issue Tier 1 hybrid capital issue Issue of Tier 2 capital and repurchase of Tier 1 hybrid capital NOK 50m NOK 115m NOK 150m USD 125m NOK 50m NOK 500m Sole Manager Advisor to Agrinos Joint lead manager 2012 Senior secured bond issue 2012 Senior unsecured bond issue 2012 Senior unsecured bond issue 2012 Senior secured convertible bond issue 2012 Issue of regulatory capital (tier 1, tier 2 bonds) 2011 Bond refinancing USD 150m NOK 100m NOK 400m NOK 60m NOK 700m NOK 50m Co-Manager Joint bookrunner 2011 Senior unsecured bond issue 2011 Tier 1 hybrid capital issue 2010 Tier 1 Hybrid capital raising 2009 Bond issue 2008 Subordinated bond issue 2007 Private placement of bonds NOK 300m NOK 450m Joint lead manager NOK 400m Advisor to Sparebanken Vest NOK 230m Advisor to Lotus E&P Norge AS NOK 400m Advisor to Roxar ASA NOK 400m Advisor to Wega Mining ASA 20
FONDSFINANS ASSET MANAGEMENT Highly ranked funds and portfolio managers Established 1997 Asset management services through sister company Fondsfinans Kapitalforvaltning ASA Six funds under management - Fondsfinans Spar - Fondsfinans Aktiv Best Fund* over 10 years - Fondsfinans Pharma-Biotech - Fondsfinans Energy - Fondsfinans Kreditt - Fondsfinans High Yield Our portfolio managers have consistently earned high rankings amongst industry peers Fondsfinans Spar awarded best Norwegian Equity fund last 10 years Thomson Reuters Lipper Fund Awards 3 of 6 funds top ranked Morningstar 21
Fondsfinans AS Haakon VII's gate 2 P.O. Box 1782 Vika N-0122 Oslo mail@fondsfinans.no www.fondsfinans.no Tel: +47 23 11 30 00 Fax: +47 23 11 30 05