Prospectus • Sep 9, 2024
Prospectus
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By TAB Gıda Sanayi ve Ticaret Anonim Şirketi
Prepared in accordance with Article 29/5 of the Capital Markets Board's Equity Communiqué No.
VII-128.1.
09.09.2024
Pursuant to paragraph 5 of Article 29 of the Capital Markets Board's Communiqué on Equity Shares numbered VII-128.1, it is obligatory for the corporation, whose shares are offered to public for the first time, to prepare a report for two years following the commencement of trading of its shares on the Stock Exchange, which includes evaluations on whether the assumptions taken as basis in determining the public offering price have been realized or not, and if not, the reason thereof, and to publish the said report on the corporation's website and Public Disclosure Platform ("PDP").
TAB Gıda Sanayi ve Ticaret A.Ş. ("TAB Gıda" or the "Company") shares were offered to the public on 18- 19-20 October 2023, and the shares of our Company started trading on Borsa Istanbul on 26 October 2023.
We hereby declare that it has been prepared within the framework of the following ethical principles by taking into consideration the CMB Communiqué No. III-62.1 "Communiqué on Valuation Standards in Capital Markets" and International Valuation Standards.
In the Price Determination Report prepared by İş Yatırım Menkul Değerler A.Ş. ("İş Yatırım"), which acted as an intermediary for the public offering of the Company's shares, on 04.09.2023 and published on the Public Disclosure Platform on 13.10.2023, the Company value and the public offering price were determined as follows.
The assumptions used in the Discounted Cash Flow ("DCF") analysis are based on estimates that reflect the Company management's expectations for the coming years and according to these estimates, the cash flows to be generated in the future period are discounted to present value.
In the DCF analysis, projections were prepared based on the Company's past realizations and the Company's business plan. Equity value is calculated by deducting the Company's net financial debt amount from the discounted value of the Company.
| DCD Valuation Summary |
Million TL |
|---|---|
| DCD Enterprise Value |
43,076 |
| Total Adjusted Net Financial Debt | 951 |
| Equity Value | 42,125 |
The Company's equity value was calculated by İş Yatırım based on the Market Multiples analysis by giving equal weight to the values calculated as a result of EV/EBITDA and P/E analysis of both domestic and foreign companies.
| (Million TL) | Calculated Equity Value | Weight |
|---|---|---|
| Domestic EV/EBITDA and P/E Weighted Equity Value |
24,715.1 | %50 |
| Foreign EV/EBITDA and P/E Weighted Equity Value | 42,679.7 | %50 |
| Equity Value | 33,697.4 | %100 |
The weighted equity value found as a result of the valuation study conducted by İş Yatırım is given in the table below.
| Million TL | Calculated Equity Value | Weight | Equity Value |
|---|---|---|---|
| Market Multiples Analysis | 33,697 | 50% | 16,849 |
| Discounted Cash Flow Analysis | 42,125 | 50% | 21,062 |
| Equity Value | 100% | 37,911 |
According to the calculation based on the weighted equity value obtained as a result of the valuation methods, the Company's share value before the public offering discount is calculated as 163.12 TL. Applying a public offering discount of approximately 20.3% to this value, the Company's public offering price per share was determined as 130.00 TL.
| IPO Price Account | Value (TL) |
|---|---|
| Weighted Equity Value | 37,911,179,232 |
| Nominal Capital Amount | 232,417,000 |
| Share Value Before IPO Discount | 163.12 |
| Public Offering Discount | 20.3% |
| Share Price After IPO Discount | 130.00 |
Since the Price Determination Report dated 04.09.2023 prepared prior to the IPO does not include the effects of inflation accounting, the comparison of the related assumptions is made by excluding the effects of "IAS 29 Financial Reporting in Hyperinflationary Economies" standard.
| (Million TL) | Reported Raporlanan | Excluding IAS29 impact |
Excluding IAS29 impact |
Realization | Excluding IAS29 impact |
Excluding IAS29 impact |
Realization | |
|---|---|---|---|---|---|---|---|---|
| 1H 2023 | 1H 2024 | 2023 | 1H 2023 | Rate (%) | 2024 Expectation | 1H 2024 realization | Rate (%) | |
| Revenue | 12,984 | 13,677 | 16,887 | 7,079 | 41.9% | 30,481 | 12,640 | 41.5% |
| Gross Profit | 2,244 | 2,295 | 3,622 | 1,474 | 40.7% | 7,728 | 2,562 | 33.1% |
| Pross Profit Margin |
17.3% | 16.8% | 21.4% | 20.8% | 25.4% | 20.3% | ||
| EBITDA | 2,691 | 2,807 | 3,606 | 1,454 | 40.3% | 6,437 | 2,520 | 39.1% |
| EBITDA Margin |
20.7% | 20.5% | 21.4% | 20.5% | 21.1% | 19.9% |
According to the price determination report published during the public offering, 41.5% of the revenue and 39.1% of EBITDA, which were estimated to be realized in 2024, were realized in 1H 2023. According to 2023 year-end realizations, 41.9% of revenue and 40.3% of EBITDA were realized in 1H 2023. Therefore, the financial results released in 1H 2024 are in line with the forecasts for 2024 published in the price determination report.
For 2024, based on the estimates in the price determination report, excluding the impact of IAS 29 inflation accounting, EBITDA of TL 6.4 billion with a 21.1% margin and revenue of TL 30 billion with 80% growth were projected. As we enter the second half of the year, we are maintaining our profitable growth momentum despite a slowing economy, declining consumer purchasing power and a market contraction that was slightly higher than initially anticipated. If unfavorable conditions persist and the measures that we have taken do not yield the expected results, we may also be affected by this process. However, thanks to our flexible business model and strong position in the sector, we expect to minimize the impact of the
difficulties in our country, maintain our targeted EBITDA margin and achieve our long-term, sustainable growth targets. As in the past, we believe that we will continue to outperform the market in challenging periods thanks to our strong brands, attractive value propositions and robust technological infrastructure.
We would like to extend our gratitude to our investors and all our stakeholders for their trust and support for us and our vision.
Sincerely,
TAB Gıda Sanayi ve Ticaret A.Ş.
Audit Committee Chairman Halil Doğan BOLAK
Audit Committee Member Ayşe Ayşin IŞIKGECE
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