Investor Presentation • Sep 25, 2019
Investor Presentation
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September 2019
THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, THE "UNITED STATES"), CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. BY REVIEWING THIS PRESENTATION, YOU ARE ACKNOWLEDGING THE CONFIDENTIAL NATURE OF THIS PRESENTATION AND ITS CONTENTS, AND ARE AGREEING TO ABIDE BY THE TERMS OF THIS DISCLAIMER. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.
This presentation has been prepared and issued by and is the sole responsibility of P/F Bakkafrost or one of its group companies (the "Company") and is being furnished to a limited number of recipients attending an oral briefing given by representatives of the Company. This presentation is being provided to you solely for your information and you may not disclose this presentation to any third party. For the purposes of this notice, "presentation" means and includes this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation meeting. The presentation is confidential and may not be copied, distributed, reproduced, published or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such persona organisation or firm) or published in whole or in part, by any medium or in any form for any purpose or under any circumstances.
This presentation speaks only as of its date, and the material and the views expressed herein are subject to change based upon a number of factors, including, without limitation, macroeconomic and equity market conditions, investor attitude and demand, the business prospects of the Company and other specific issues. This presentation contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation. This presentation and the information contained herein have not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company, and/or any of DNB Bank ASA, Goldman Sachs International and Nordea Bank ABP (together, the "Banks") or any of their respective directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability (whether direct or indirect, in contract, tort or otherwise) is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this presentation is subject to change without notice. In giving this presentation, none of the Company, and/or any of the Banks or any of their respective directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf, undertakes any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. None of the Company, and/or any of the Banks or any of their respective directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf, shall have any liability whatsoever whether direct or indirect, in contract, tort or otherwise) for any loss whatsoever arising from any use of this presentation, or otherwise arising in connection with this presentation.
This presentation has been prepared for information purposes only, and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made. The merit and suitability of an investment in the Company should be independently evaluated and any person considering such an investment in the Company is advised to obtain independent legal, tax, accounting, financial, credit and other related advice prior to making an investment.
This presentation is directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In addition, in the United Kingdom, this presentation is addressed to and directed only at, "qualified investors" as defined in section 86(7) of the Financial Services and Markets Act 2000 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than Norway, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available in the United Kingdom only to persons that are both Relevant Persons and Qualified Investors, and in member states of the EEA and the United Kingdom only to persons that are Qualified Investors, and will be engaged in only with such persons.
This presentation and the information contained herein is not intended for publication or distribution, directly or indirectly, in whole or in part, in, and does not constitute an offer of securities in, the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), Canada, Australia, Japan or any other jurisdiction where such distribution or offer is unlawful. The securities of the Company have not been and will not be registered under the Securities Act or with the securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transactions not subject to, the registration requirements of the Securities Act. This presentation and its contents may not be viewed by persons within the United States, unless they are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act. By accepting the delivery of this presentation, the recipient warrants and acknowledges that it is (i) outside the United States or (ii) a QIB. Any failure to comply with the foregoing restrictions may constitute a violation of U.S. securities laws.
Any Mandatory Tender Offer by Bakkafrost to The Scottish Salmon Company's ("SSC") shareholders may be restricted by law in certain jurisdictions. In particular, SSC's shareholders resident in the United States of America, its territories and possessions, any state of the United States of American and the District of Columbia (the "United States") may not be eligible to participate in any Mandatory Tender Offer and the Mandatory Tender Offer may not be made, directly or indirectly, in or into the United States.
To the extent that SSC's shareholders resident in the United States will be included in any Mandatory Tender Offer, such offer may be made to SSC's shareholders resident in the United States in reliance on, and in compliance with, Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14E thereunder, or an exemption therefrom. To the extent Regulation 14E is applicable, Bakkafrost and/or its financial advisors and their affiliates may acquire shares of SSC outside any Mandatory Tender Offer during the applicable offer period in accordance with applicable law and regulations and the provisions of the exemption provided under Rule 14e-5 under the Exchange Act, if available. Any of the purchases referred to in this paragraph may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.
This presentation contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Company's business and markets. Unless otherwise indicated, such information is based on the Company's analysis of multiple sources. Such information has been accurately reproduced from these sources, and, as far as the Company is aware and is able to ascertain from the information published by such third parties, no facts have been omitted which would render the reproduced information provided inaccurate or misleading. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. All projections, valuations and statistical analyses are provided to assist the recipient in the evaluation of the matters described herein. They may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results and to the extent that they are based on historical information, they should not be relied upon as an accurate prediction of future performance.
This presentation includes forward-looking statements. The words "believes", "expects", "may", "will", "seek", "would", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward-looking statements in this presentation are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Some of the information is still in draft form and hence subject to change. The Company and each of the Banks expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this presentation.
THE INFORMATION WITH RESPECT TO ANY PROJECTIONS PRESENTED HEREIN IS BASED ON A NUMBER OF ASSUMPTIONS ABOUT FUTURE EVENTS AND IS SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTY AND OTHER CONTINGENCIES, NONE OF WHICH CAN BE PREDICTED WITH ANY CERTAINTY AND SOME OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. THERE CAN BE NO ASSURANCES THAT THE PROJECTIONS WILL BE REALISED, AND ACTUAL RESULTS MAY BE HIGHER OR LOWER THAN THOSE INDICATED.
Each of the Banks is acting exclusively for the Company and no one else in connection with matters related to this presentation. None of the Banks provides legal, tax or accounting advice and you are strongly advised to consult your own independent advisors on any legal, tax or accounting issues relating to this material. None of the Banks will regard any other person (whether or not a recipient of this presentation) as a client in relation to such matters and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to any transaction, matter or arrangement referred to in this presentation.
By attending the meeting where this presentation is made or by receiving a copy of this presentation, you agree to be bound by the foregoing limitations and to maintain absolute confidentiality regarding the information disclosed in this presentation.
Note: Market data as of 20-Sep-2019. FX EUR/NOK of 9.9567, EUR/|DKK of 7.4672, EUR/GBP of 0.8807. 1Based on 194,029,173 shares outstanding , offer price of NOK 28.25, Net financial debt of £28.4m (€32.2m ; DKK 241.0m) (pre-IFRS16) as of 30-Jun-2019. and excluding transaction costs.
| Target | The Scottish Salmon Company Plc |
|---|---|
| Listing / Ticker | OSE / SSCOM |
| Stake Acquisition | Agreement to acquire 68.6% from Northern Link Ltd |
| Mandatory Tender Offer | Acquisition will be followed by a mandatory tender offer of the remaining 31.4% of the free float |
| Acquisition Price per Share | NOK28.25 per share, 8.5% premium to the 3M VWAP1 |
| Implied Acquisition Enterprise Value |
DKK4,351.9m (€582.8m; £513.3m)2 |
| Deal Valuation Multiple | Deal Enterprise Value implies an EV/EBITDA multiple of 7.2x (Assuming H1-2019 annualised SSC EBITDA excluding synergies and pre-IFRS 16) |
Note: Market data as of 20-Sep-2019. FX EUR/NOK of 9.9567, EUR/|DKK of 7.4672, EUR/GBP of 0.8807.
13M VWAP as of 20-Sep-2019; NOK26.0314. 2Based on 194,029,173 shares outstanding, offer price of NOK 28.25, Net financial debt of £28.4m (€32.2m ; DKK 241.0m) (pre-IFRS16) as of 30-Jun-2019. Acquisition EV excluding transaction costs.
The Transaction will be funded by a mix of debt and equity including
An extraordinary general meeting will be convened ("EGM") to approve additional share issuance:
In case shareholders do not approve the issue of additional shares, the Company will use an additional bank facility to settle the share loan in cash and Northern Link will receive a cash consideration for an amount equivalent to the 5% share issuance they would have otherwise received
| Year Founded | 2009 |
|---|---|
| Number of Licenses1 | 82 |
| 2018 Harvest | 29,913 tonnes |
| Harvest Capacity |
Up to 50,000 tonnes per annum |
| Listing Location | Listed in Norway (Oslo Børs) |
| Employees | > 600 people |
| Headquarters | Edinburgh, Scotland |
| Summary Historical Financials (GBP m) | ||||
|---|---|---|---|---|
| Dec-YE | 2016A | 2017A | 2018A | H1 2019A |
| Harvest (HOG Tonnes) | 24,342 | 25,272 | 29,913 | 18,463 |
| Growth % | (4.8)% | 3.8 % | 18.4 % | 3 17.0% |
| Revenue | 109.9 | 150.9 | 180.1 | 111.8 |
| Growth % | 9.5 % | 37.3 % | 19.3 % | 3 13.8% |
| 2 Adj. EBITDA |
8.9 | 38.7 | 56.7 | 35.7 |
| Margin % | 8.1 % | 25.6 % | 31.5 % | 31.9 % |
| 2 Adj. EBIT / KG (£/kg) |
0.03 | 1.21 | 1.61 | 1.69 |
Source: Company Information. Note: Revenue split by region shown based on H1 2019
Source: Mowi Salmon Farming Industry Handbook 2019, HQ = Harvest in Tonnes
1 Faroe Islands data is derived from Bakkafrost and Mowi 2018 reported harvests, and allocates the remainder of total harvest to HiddenFjord (the only other player in the Faroes).
2 The industry in Scotland / the UK and North America is best illustrated by the top 5 major producers.
Complementary product lines within premium salmon products, with Hebridean and Scottish salmon highly regarded and priced as differentiated products
Source: Company filings, company website, Mowi Salmon Farming Industry Handbook 2019.
1 Harvest figures reflect total harvest in European region comprising of Norway, United Kingdom / Scotland and Faroe Islands as per Mowi Salmon Farming Handbook.
2 Geographic breakdown of revenue based on H1 2019 data for both companies.
| 4 | Potential for material improvement in The Scottish Salmon Company's profitability over a five year horizon through realisation of identified synergies, transfer of best practices and a targeted investment programme |
||||||
|---|---|---|---|---|---|---|---|
| H1 2019LTM EBIT (€) / Kg | Illustrative Synergy Potential | ||||||
| NOK / Kg | |||||||
| 2.9 | 2 | 3 | 4 | ||||
| 2019 Harvest (Tonnes)2 SSC |
33,000 | 33,000 | 33,000 | ||||
| 2.0 | 1.6 | Total Synergies (NOKm) | 66.0 | 99.0 | 132.0 | ||
| Total Synergies (€m) | 6.6 | 9.9 | 13.3 | ||||
| Bakka | Norwegian Salmon Peers¹ |
SSC | % of H1 2019A annualised SSC EBITDA | 11 % | 16 % | 21 % |
Source: Company filings, company website, market data as of 20-Sep-2019
1 Norwegian Salmon Peer median includes: Leroy, SalMar and Norway Royal Salmon
2 2019 harvest for The Scottish Salmon Company per company public guidance
| Transfer of Bakkafrost's best-in-class industry practices to The Scottish Salmon Company including: |
|
|---|---|
| Transfer of Best Practices |
— Review of key personnel and secondments to stimulate identification and transfer of best practices |
| — Implementation of better farming procedures for improved cost performance |
|
| — Gradual consolidation of sites, utilising previously idle licences and transferring to more exposed locations; licence swaps with other operators to limit exposure to neighbouring companies |
|
| — Mitigation of biological threats through de-licing expertise, smolt quantity and size management, production location co ordination, vessels access etc. |
|
| — Treatment of biological issues |
|
| All of these actions are expected to result in larger fish, improving price achievement and profitability |
|
| Targeted Investments To Drive Synergies and Efficiencies |
Smolt facilities: Investments in new modern recirculation plants for smolt production, replacing The Scottish Salmon Company's large number of small smolt facilities |
| — Allows for larger, stronger smolt which are more resilient to biological challenges |
|
| — Expected to be a significant contributor to improvement in relative profitability |
|
| Seawater equipment: Investments are planned to be directed towards replacing seawater equipment |
Growing consumer recognition of greenhouse emissions from red meat and poultry farming should result in further migration of consumption
Rich in Omega 3 fatty acids
255,129,129 Source: Mowi Salmon Farming Industry Handbook 2019, Kontali, Public customs information, AquaBench
Source: Company public filings. Financials pre-IFRS16.
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