Company Presentationmint.listedcompany.com/misc/presentation/20180612... · 6/12/2018  ·...

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Company Presentation Acquisition of Significant Shareholding in NH Hotel Group June 2018

Transcript of Company Presentationmint.listedcompany.com/misc/presentation/20180612... · 6/12/2018  ·...

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Company PresentationAcquisition of Significant Shareholding in NH Hotel Group

June 2018

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AGENDA:

TRANSACTION OVERVIEW

ACQUISITION RATIONALES

FINANCIAL COMPARISON

VALUE CREATION OPPORTUNITIES

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TRANSACTION OVERVIEW

MINT is expanding its footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory.

TRANSACTION STRUCTURE

ESTIMATED TRANSACTION

SIZE

Tranche* Estimated Timeline

% Shareholding(fully-diluted)

Seller(s)

Oceanwood-1 & others Announced 9.5% Oceanwood & other minority shareholders

Oceanwood-2 15 Jun 3.6% Oceanwood

HNA-1 15 Jun 16.8% HNA

HNA-2 12 Sep 8.4% HNA

Total Pre-Tender Offer 38.2%

• In addition, MINT intends to follow National Securities Market Commission’s (CNMV) regulation and announce a Tender Offer for the remaining shares of NH Hotel Group

Euro million THB million*

The first 38.2% shareholding 948.4 35,829

Tender Offer up to 1,550.7 up to 58,583

Total up to 2,499.1 up to 94,412

TENDER OFFER PRICE

• Not lower than MINT’s highest acquisition price in the last 12 month-period, currently at EUR 6.40 per share (subject to fair price adjustments by CNMV)

(According to AGM agenda to be held on 21 June 2018, proposed dividend is EUR 0.10 per share, to be paid on 27 July 2018)

CONDITIONS PRECEDENT

• CNMV’s regulatory compliance and associated approval for the Tender Offer

• Clearance by relevant anti-trust authorities

• MINT’s EGM approval for HNA-2 Tranche & Tender Offer

* Note: at the exchange rate of THB 37.7785 / Euro

* Note: all tranches have standalone investment merits and approval processes Updated 12 June 2018

Updated 12 June 2018

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TRANSACTION OVERVIEW

MINT’S INTENTIONS

• Target shareholding in NH Hotel Group of between 51%-55%

• Keep NH Hotel Group as a publicly-listed company on the Madrid Stock Exchange with strong corporate governance, whereby MINT will actively engage in conversations with NH Hotel Group’s existing investors on such intentions

• MINT will proactively pursue the above approach. However, should the tender offer result in shareholding of over 68% (or at the stretched exercise level of 73.5% as per below scenario), MINT has prepared for other funding options, including active conversations with financial partners

SOURCE OF FUND

• Below are the sources of fund required for each shareholding scenario, assuming consolidation of NH Hotel Group’s financials to MINT’s for proforma 2019 financials

(Euros million) % Shareholding

51.0% 55.0% 68.4% 73.5%

Corporate Bonds 1,294 1,396 1,283 1,331

Perpetual Bonds - - 452 534

Total Source of Fund 1,294 1,396 1,735 1,865

2019 Interest-bearing-debt / Equity 1.12x 1.20x 1.30x 1.56x

MINT’s target shareholding

MINT is expanding its footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory.

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TRANSACTION OVERVIEW

MINT’S EGM AGENDA

• Shareholders’ approval of the investment in shares of NH Hotel Group both by way of block trade and tender offer (over 50% of Net Tangible Asset according to the SET rules and regulation)

• Shareholders’ approval of issuance of bonds, which when calculated with the aggregated amount of all outstanding debentures at any time, shall not exceed Baht 95 billion

* Note that the above agendas are conditional upon one another, and they both require at least ¾ of votes of shareholders who are present and entitled to vote

• MINT has received unanimous approval by all members of board of directors

TENTATIVE TIMELINE

June July Aug Sept Oct Nov

• Share Purchases

• MINT’s EGM

• Tender Offer*

15Purchase of HNA-1& Oceanwood-2 Purchase of HNA-2

9 MINT’s EGM

Tender Offer Process

* Note: In the case MINT announced a voluntary tender offer

12

MINT is expanding its footprint through the acquisition of shares in NH Hotel Group to accelerate European exposure and enhance long-term growth trajectory.

Updated 12 June 2018

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AGENDA:

TRANSACTION OVERVIEW

ACQUISITION RATIONALES

FINANCIAL COMPARISON

VALUE CREATION OPPORTUNITIES

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ACQUISITION RATIONALES

The acquisition offers improved overall growth profile of the portfolio, based on highly complementary assets.

Strategic Investment

in terms of brand, geography and hotel portfolio

Highly Attractive Assets

in hard-to-enter European markets in strategically attractive locations

Financially Attractive Investment

with attractive valuation and favorable upside potential

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STRATEGIC INVESTMENT

NH Hotel Group’s portfolio is highly complementary to MINT’s, in terms of geography, brands and hotel portfolio, with limitedoverlap. While NH Hotel Group’s brands are strong in Europe and the Americas, Minor Hotels’ are reputable in Asia, Australia, the Middle East and Africa.

COMPLEMENTARY GEOGRAPHICAL FOOTPRINT WITH LIMITED OVERLAP

Minor Hotels NH Hotel Group Both Minor Hotels & NH Hotel Group

COMPLEMENTARY BRAND PORTFOLIO

Midscale

Upscale

Upper Upscale

Luxury

2 hotels62 hotels

The Americas

13 hotels317 hotels

Europe

47 hotels1 hotels

Africa & Middle East

99 hotels0 hotels

Asia & Oceania

*As of June 2018

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FINANCIALLY ATTRACTIVE INVESTMENT

The investment in NH Hotel Group is financially attractive with favorable upside potential, backed by robust business fundamentals, high-caliber management team and proven disciplined approach to deliver consistent growth.

Revenue

EBITDA

NPAT

EUR million

1,395 1,475 1,571 1,645 1,722

2015 2016 2017 2018E 2019E

150 181 233 260

286

-3

11 35

92 100

Attractive Valuations

• 10.6x EV/2018EBITDA multiple, a highly attractive valuation for high quality assets in key gateway cities in Europe

• Precedent transactions in the sector at over 12x average EV/EBITDA

Favorable Upside Potential

• Improving European macroeconomic outlook

• Limited new hotel supply with continued growth in travel and tourism in key markets that NH Hotel Group operates

• Undergoing plans to dynamically uplift ADR through hotel renovations and CAPEX plans

• Continued cost and efficiency improvement plan

• Potential synergistic benefits that can be leveraged across Minor Hotels & NH Hotel Group

CAGR +5%

CAGR +11%

CAGR +69%

NH HOTEL GROUP’S FINANCIALS

Note: Recurring EBITDA before onerous reversal and capital gains from asset disposalsSource: NH Hotel Group’s 2017 results presentation and Bloomberg’s consensus as of 25 May 2018

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HIGHLY ATTRACTIVE ASSETS

NH Hotel Group’s portfolio are grade A assets with cluster benefits, strategically located in extremely hard-to-replicate urban city locations in main European gateway cities.

AMSTERDAM (15 HOTELS)

MILAN (12 HOTELS)

BERLIN (12 HOTELS)

MADRID (29 HOTELS) BARCELONA (22 HOTELS)

BRUSSELS (10 HOTELS)

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HIGHLY ATTRACTIVE ASSETS

NH Hotel Group’s portfolio are grade A assets with cluster benefits, strategically located in extremely hard-to-replicate urban city locations in main European gateway cities.

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AGENDA:

TRANSACTION OVERVIEW

ACQUISITION RATIONALES

FINANCIAL COMPARISON

VALUE CREATION OPPORTUNITIES

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FINANCIAL COMPARISON

* Source: Bloomberg’s consensus for both MINT and NH Hotel Group as of 4 June 2018

NH Hotel Group is expected to deliver robust financial performance and generate meaningful contribution to MINT in the comingyears.

0

25,000

50,000

75,000

0

5,000

10,000

15,000

0

2,000

4,000

6,000

8,000

MINT’s Shareholding Level

NH Hotel Group’s NPAT Contribution

to MINT

51.0% 28%

55.0% 31%

68.4% 38%

73.5% 41%

2018F REVENUE 2018F EBITDA

THB million

THB million

2018F NET PROFIT

THB million

% SHAREHOLDING SCENARIOS

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AGENDA:

TRANSACTION OVERVIEW

ACQUISITION RATIONALES

FINANCIAL COMPARISON

VALUE CREATION OPPORTUNITIES

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VALUE CREATION OPPORTUNITIES

Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.

Creation of Leading Asian-European Hospitality Platforms, with an asset-right portfolio of brands that are strong in their respective geographical footprint, and established presence across Asia, Europe, Australia, the Middle East, Africa and the Americas

Economies of scale, allowing more aggressive competition with the technology disruptors

Sales and distribution partnership, with opportunities on loyalty programs, sales & distribution expertise, improved account coverage and the leverage on overall database

Leverage on existing customer base of each company, expanding European demand to Asia, Middle East & Oceania, and vice-versa; leisure travelers to business, and vice-versa

Brand optimization opportunities across geographies, whether under NH Hotel brands or Minor Hotel brands in order to maximize revenues opportunities across the portfolios

Shared best practices across organizations, whether in terms of personnel, operations, brands, F&B expertise (Corbin & King, Benihana, the Coffee Club, Thai Express)

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0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Minor Hotels NH Hotel Group Combined

Owned Joint-venture Managed MLR Leased

VALUE CREATION OPPORTUNITIES

Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.

Creation of Leading Asian-European Hospitality Platforms, with an asset-right portfolio of brands that are strong in their respective geographical footprint, and established presence across Asia, Europe, Australia, the Middle East, Africa and the Americas

35%20%

24%10%

3%

23%

23%

23%32%

8%57%

20,379

59,350

79,729

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Minor Hotels NH Hotel Group Combined

Asia Oceania Africa & MENA Europe The Americas Others

42%

34%

75%

9%

33% 9%

18% 5%

11%

12%

59%

14%

20,379

59,350

79,729

9%

2%

10%

Hotel Platform by Ownership Hotel Platform by Location

No. of Rooms No. of Rooms

*As of Mar 2018

Accelerated Growth Opportunity

MINT’s luxury vacation club and ultra high-end residential development projects serve as part of the hospitality platform which are highly complementary to the hotel business

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VALUE CREATION OPPORTUNITIES

Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.

Economies of scale, allowing more aggressive competition with the technology disruptors

Sales and distribution partnership, with opportunities on loyalty programs, sales & distribution expertise, improved account coverage and the leverage on overall database

Unrivaled hotel network with over 540 properties and 79,000 rooms combined

Ability to increase control over room rates

PR & marketing partnerships to drive

direct bookings

Opportunity to reduce OTAs commission with higher key count and

booking volumes

Potential cost synergies on investments in

technology and online platform

Loyalty Programs

Potential to leverage on the loyalty programs with

greater choice and value to customers

Sales & Distribution

Increase in brand awareness and sales coverage, covering

Europe, Asia Pacific, Oceania, Africa &

Americas

Customer Database

Opportunity to build on each other’s customer

database to drive higher occupancy and

cross-selling opportunities

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Europe20%

Asia 60%

The Americas14%

Others 6%

Europe75%

Asia 9%

The Americas13%

Others 3%

Mexico + Argentina + Colombia

Europe75%

Asia 12%

The Americas10%

Others 3% Europe7% Asia 1%

The Americas87%

Others 5%

Europe71%

Asia 12%

The Americas13%

Others 4%

Europe82%

Asia 3%

The Americas10%

Others 15%

Europe52%Asia 42%

The Americas5%

Others 1%

Europe23%

Asia 71%

The Americas5%

Others 1%

VALUE CREATION OPPORTUNITIES

Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.

Leverage on existing customer base of each company, expanding European demand to Asia, Middle East & Oceania, and vice-versa; leisure travelers to business, and vice-versa

Thailand

Origin of International Tourist Arrivals

* Source: Ministry of Tourism and Sports, Thailand, Australian Bureau of Statistics, UAE Tourism Bureau, The Maldives’ Ministry of Tourism, Instituto Nacional de Estadistica, National Institute of Statistics, Italy, World Bank, UNWTO

(as of 2017)

Europe19%

Asia 50%

The Americas11%

Others 20%

(as of 2017)

Australia

(as of 2017)(as of 2016)

UAE Maldives

Creating a Global Customer

Base

Spain ItalyNetherlands

(as of 2017) (as of 2016) (as of 2016)(as of 2016)

Asian demand for Europe & South America

European & Latin American demand for Asia, Middle

East & Oceania

Germany

(as of 2016)

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VALUE CREATION OPPORTUNITIES

Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.

Brand optimization opportunities across geographies, whether under NH Hotel brands or Minor Hotel brands in order to maximize revenues opportunities across the portfolios

Locations with Multiple NH Hotels

Locations with Multiple Minor Hotels

51

2512 9

6 5 5 4

Australia Thailand Portugal UAE Sri Lanka Mozambique Maldives Vietnam

2823

107 6

12 11 10 9 95 5

Madrid Barcelona Berlin Frankfurt Munich Amsterdam Milan Bogota Brussels BuenosAires

Vienna Mexico City

Germany Netherlands Italy Colombia Belgium Argentina Austria MexicoSpain

No. of Properties

No. of Properties

Total 130

*As of Mar 2018

58 36 51 15 13 15 7 15

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VALUE CREATION OPPORTUNITIES

Value creation opportunities are primarily focused on revenue expansion partnership rather than cost efficiencies.

Shared best practices across organizations, whether in terms of personnel, operations, brands, F&B expertise (Corbin & King, Benihana, the Coffee Club, Thai Express)

Personnel Operations & Brands F&B Offerings

• Recruitment strategy and platforms

• Training programs

• Talent management and leadership development programs

• Performance management

• Result-driven culture

• Global job opportunities and career path

• Occupational health and safety standards

• Revenue & cost management

• Customer service standards

• Branding expertise

• Quality assurance

• Supply chain management

• Information technology

• Guest security and safety standards

• Compliance procedures

• Opportunity to cross sell restaurant concepts within the hotel network

• Marketing programs to boost capture rates

• Quality control

• Cost management

• Operational excellence

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APPENDIX:

OVERVIEW OF NH HOTEL GROUP

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Owned, 20%

Leased, 57%

Managed, 23%

OVERVIEW OF NH HOTEL GROUP

PORTFOLIO OVERVIEW

Italy, 18%

Central Europe,

25%Spain, 26%

Benelux, 22%

The Americas, 9%

2017 Revenue:

EUR 1,571m

No of Rooms: 59,350

NH Hotel Group is a leading European hotel operator with a diversified portfolio in the mid- to upscale segment across 30 countries in Europe, Americas and Africa.

Revenue Breakdown Ownership Breakdown*

Brands Brand PositioningNo. of

Hotels*Hotel

Rooms*

Midscale to upscale, urban hotels

289 41,702

Upper upscale, premium hotels located in capital cities

75 11,779

Upper upscale, unconventional “design” hotels 3 828

Upscale, holiday hotels 8 2,330

Total 382 59,350

6th largest hotel chain in Europe

Listed on the Madrid Stock Exchange with a market

capitalization of EUR 2.2 billion*

Spain-based leading urban hotel operator with 382 hotels

and 59,350 keys in 30 countries

Key operating markets include Spain, Germany, Italy and

Benelux

* As of Mar 2018

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Europe

Andorra 1 -

Austria 7 -

Belgium 13 -

Czech Republic 3 -

France 4 -

Germany 58 -

Hungary 1 -

Italy 51 -

Luxemburg 1 -

Poland 1 -

Portugal 3 12

Romania 2 -

Slovakia 1 -

Spain 130 -

Switzerland 4 -

The Netherlands 36 -

United Kingdom 1 1

Total 317 13

The Americas

Argentina 15 -

Brazil 1 2

Chile 5 -

Colombia 15 -

Cuba 2 -

Ecuador 1 -

Haití 1 -

Mexico 15 -

RepúblicaDominicana

1 -

Uruguay 1 -

USA 1 -

Venezuela 4 -

Total 62 2

Africa & Middle East

Botswana - 1

Kenya - 11

Lesotho - 2

Maldives - 5

Mozambique - 5

Namibia - 1

Oman - 2

Qatar - 2

Seychelles - 1

South Africa 1 -

Tanzania - 6

UAE - 9

Zambia - 2

Total 1 47

Asia & Oceania

Australia - 51

Cambodia - 1

China - 3

India - 1

Indonesia - 2

Laos - 1

Malaysia - 1

New Zealand - 4

Sri Lanka - 6

Thailand - 25

Vietnam - 4

Total 0 99

*As of June 2018

OVERVIEW OF HOTEL PORTFOLIO

Minor Hotels has a strong presence across Asia and Africa, while NH Hotel Group is primarily focused in Europe and the Americas.The two companies offer an enlarged platform of over 540 hotels across the globe.