Prospectus • Nov 21, 2024
Prospectus
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Report On Realization And Evaluation of the Assumptions Used in Determining the IPO Price January 1 – September 30, 2024
This report has been prepared pursuant to the Capital Markets Board Communiqué on Shares No. VII‐128.1 article 29/5.
November 21, 2024
Pursuant to the Capital Markets Board Communiqué on Shares No. VII/128.1 article 29/5, the Audit Committee has prepared this report on "Realization and Evaluation of the Assumptions used in Determining the IPO Price", which includes evaluations on whether the assumptions used in determining the initial public offering price of Kaleseramik, Çanakkale Kalebodur Seramik Sanayi A.Ş.. ("Kaleseramik" or "Company") have been realized.
According to the Price Determination Report, prepared on June 14, 2023 by Yapı Kredi Yatırım Menkul Değerler A.Ş. ("Yapı Kredi Yatırım"), the intermediary facilitating the IPO of the company shares together with Ak Yatırım Menkul Değerler A.Ş., and published on the Public Disclosure Platform on July 17, 2023, the company's market value and the initial public offering price have been determined based on the following assumptions.
The equity value of the Company was calculated as a result of EV/EBITDA and P/E analyses, and the equity value was calculated as a result of Market Multipliers Analysis by giving equal weight to the values calculated as a result of the analysis.
The company's enterprise value was calculated separately using foreign peers EV/EBITDA multiple and domestic peers EV/EBITDA multiple method. The final equity value was determined based on two multiple analysis by deducting the net debt position as of March 31, 2023 from the calculated enterprise values, and the equity value was calculated according to the Company's EV/EBITDA multiple analysis by giving equal weight to each calculated equity value.
Multiples of peers were obtained from the "Bloomberg" platform as of the closing of June 9, 2023 for foreign companies, and from the Rasyonet platform as of the closing of June 9, 2023 for domestic companies.
EV/EBITDA multiple was calculated by dividing the current enterprise values of peer public companies by the EBITDA values of the relevant companies as of the 12-month period ending on March 31, 2023.
The median EV/EBITDA multiple of foreign peers is calculated as 8.6X. According to this multiple value, the company's enterprise value and equity value are calculated in the table below.
| Foreign Peers EV/EBITDA | 8,6x | |
|---|---|---|
| EBITDA* | TL | 809.929.512 |
| Enterprise Value | TL | 6.933.804.520 |
| Net Debt | TL | 1.730.710.526 |
| Equity Value according to Foreign Peers EV/EBITDA Multiple | TL | 5.203.093.994 |
*Excluding other operating income/expense
The median EV/EBITDA multiple of domestic peers is calculated as 10.4x. According to this multiple value, the company's enterprise value and equity value are calculated in the table below.
| Domestic Peers EV/EBITDA | 10,4x | |
|---|---|---|
| EBITDA* | TL | 809.929.512 |
| Enterprise Value | TL | 8.440.915.504 |
| Net Debt | TL | 1.730.710.526 |
| Equity Value according to Domestic Peers EV/EBITDA Multiple | TL | 6.710.204.978 |
| Table 2: Equity Value Calculation According to Domestic Peers EV/EBITDA Multiple |
|---|
| ---------------------------------------------------------------------------------- |
* Excluding other operating income/expense
By giving equal weight to the equity values calculated, using the EV/EBITDA multiples of foreign and domestic peers, an equity value of TL 5,956,649,486 was reached as a result of the EV/EBITDA multiple analysis.
| Table 3: Average Equity Value According to EV/EBITDA Multiple Analysis | ||
|---|---|---|
| Equity Value according to foreign peers EV/EBITDA Multiple | TL | 5.203.093.994 |
|---|---|---|
| Equity Value according to domestic peers EV/EBITDA Multiple | TL | 6.710.204.978 |
| Equity Value according to EV/EBITDA Multiple | TL | 5.956.649.486 |
The equity value of the Company was calculated separately using the foreign and domestic peers P/E multiples, and by giving equal weight to the calculated equity values.
Multiples of peers were obtained from the "Bloomberg" platform as of the closing of June 9, 2023 for foreign companies, and from the Rasyonet platform as of the closing of June 9, 2023 for domestic companies.
P/E multiple is calculated by dividing the current equity values of peer public companies by the net profit values of the relevant companies as of the 12-month period ending on March 31, 2023.
The median P/E multiple of foreign peers is calculated as 13.4X. According to this multiple, the Company's equity value is calculated in the table below.
| Table 4: Equity Value Calculation According to Foreign Peers P/E Multiple | ||
|---|---|---|
| --------------------------------------------------------------------------- | -- | -- |
| Foreing Peers P/E | 13,4x | |
|---|---|---|
| Net Profit | TL | 1.474.351.806 |
| Equity Value according to P/E Multiple | TL | 19.779.974.412 |
The median P/E multiple of domestic peers is calculated as 10.0X. According to this multiple, the Company's equity value is calculated in the table below.
| Domestic Peers P/E | 10,0x | |
|---|---|---|
| Net Profit | TL | 1.474.351.806 |
| Equity Value according to P/E Multiple | TL | 14.767.658.582 |
By giving equal weight to the equity values calculated, using the P/E multiples of foreign and domestic peers, an equity value of TL 17.273.816.497 was reached as a result of the P/E multiple analysis.
Tablo 6: Average Equity Value According to P/E Multiple Analysis
| Equity Value according to foreign peers P/E Multiple | TL | 19.779.974.412 |
|---|---|---|
| Equity Value according to domestic peers P/E Multiple | TL | 14.767.658.582 |
| Equity Value according to P/E Multiple | TL | 17.273.816.497 |
Of the two methods, equal weight is given to the EV/EBITDA multiple and 50% to the P/E multiple. As a result of the multiple analysis, the Company's equity value was calculated as TL 11,615,232,992.
| Evaluation Methodology | Calculated Equity Value (TL) |
Weight | Calculated Equity (TL) |
|---|---|---|---|
| Peers EV/EBITDA Multiple | 5.956.649.486 | 50% | 2.978.324.743 |
| Peers P/E Multiple | 17.273.816.497 | 50% | 8.636.908.249 |
| Equity Value | 11.615.232.992 |
While calculating 9-month cash flow for 2023;
Net Sales, EBIT, Operating Profit After Tax, Depreciation, Net Working Capital and Investment Expenditures for the first quarter of 2023 have been deducted from the projected amounts for 2023 full year.
According to the valuation study, the discounted cash flow method and multiple analysis method were weighted by 50% and 50%, respectively. In the market multiple analysis method, EV/EBITDA and P/E multiples are also weighed equally at 50%.
The equity values calculated by discounted cash flow analysis and market multiple analysis are listed below.
| Table 8: Results of Valuation Methods | |
|---|---|
| --------------------------------------- | -- |
| Valuation Method | Equity Value (TL) | Weight | Contribution to Final Calculated Equity |
|---|---|---|---|
| Discounted Cash Flow Analysis | 12.342.654.936 | 50% | 6.171.327.468 |
| Market Multiple Analysis | 11.615.232.992 | 50% | 5.807.616.496 |
| Weighted Equity Value | 11.978.943.964 |
With 50%-50% weight, the company's average pre-public offering equity value is calculated as TL 11,978,943,964.
The public offering price is calculated as TL 25.00 per share by applying a 15.4% pre-public offering discount rate, based on the equity value calculated by valuation methods.
| Equity Value (TL) | |
|---|---|
| Nominal Capital Value | 405.388.196 |
| Pre-IPO Equity Value based on valuation methods | 11.978.943.964 |
| IPO Discount | %15,4 |
| Public Offering Discounted Market Value | 10.134.704.888 |
| IPO Price (TL/per share) | 25,00 |
Since the projection data in the Price Determination Report (PDR) published by Yapı Kredi Investment on July 17, 2023, was prepared prior to the decision to implement the IAS 29 standard, the inflation accounting method was not applied in the report.
As the Company's published financials dated September 30, 2024 were prepared in accordance with IAS-29 principles, the annual assumptions in the PDR were compared with 2024 9-month, which are not adjusted by IAS-29 and not independently audited.
| (TL mio.) | 2024 9 M (Actual) - IAS 29 not applied |
2024 12 M (PDR Forecast) - IAS 29 not applied |
Realization |
|---|---|---|---|
| Net Sales | 6.448.7 | 14.870,4 | %43 |
| Cost of Goods Sold | 5.119,5 | 10.560,1 | %48 |
| Gross Profit | 1.329,2 | 4.310,3 | %31 |
| Operating Expenses* | 1.445,4 | 2.170,4 | %67 |
| Amortization adj. | 199,8 | 252,7 | %79 |
| EBITDA** | -31,3 | 2.392,6 | - |
* Operating Expenses = Marketing, Sales & Distribution Expenses + General Administrative Expenses + R&D Expenses
** EBITDA = Gross Profit – Operating Expenses + Amortization
In the first nine month period of 2024, 43% of the revenue projected for the whole of 2024 in the PDR was reached.
The shrinkage in the construction sector in Europe, which is our main export market as a country, and the anti-dumping duty imposed by the EU against Turkish manufacturers continue to put pressure on the country's exports.
According to IMSAD data, the contraction in 2023 in Turkiye's exports of ceramic coating materials and ceramic sanitary ware, which was 38% and 8%, respectively, continued in the first 9 months of 2024, and despite the low base of 2023, it is seen that the increase in export of ceramic coating materials remained limited to 1%, while the export of ceramic sanitary ware decreased by 15.7%.
In the domestic market, the pressure created by high interest rates on housing demand played a negative role on sales.
According to TurkStat data, housing sales had decreased by 17.5% in 2023. Housing sales, which fell further by 3.7% in the first half of 2024, increased by 5.2% in the 9-month period due to a 20% increase in the third quarter. Although total sales increased, mortgage sales decreased by 43% due to rising credit costs, and their share in the total was only 9.7%.
Building occupancy permits, which show completed, ready-to-live houses, decreased by 17% in 2023 to the lowest level in the last 13 years (535 K units). Due to the low base, there was a 10% increase in these permits in the first half of 2024.
As the gross and EBITDA margins were adversely affected due to the decreasing sales in the domestic and foreign markets and production volumes in the first 9 months of 2024, 31% of the gross profit projected in FTR was reached, while a loss was realized at EBITDA level.
Regards,
Audit Committee
Fahri Okan BÖKE Arzu ERDEM Member Member
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