Profilo completo Edizione ENG...Proposta, Regia and Ricerca. • The Board of Directors of the...
Transcript of Profilo completo Edizione ENG...Proposta, Regia and Ricerca. • The Board of Directors of the...
Edizione OverviewJuly 2018
Edizione at a glance• Established in 1981, Edizione S.r.l. is one of Europe’s main holding companies. Now in its third generation, it is entirely
controlled by the Benetton family. The four family branches control the capital through the related family holding companies.• In 2017 Edizione generated consolidated revenue of Euro 12.1 billion, 44.5% of which came from outside Italy, with an EBITDA
of Euro 4.1 billion (34% of consolidated sales) and a net profit at Group level of Euro 234 million. As at 31 December 2017 theNet Asset Value (NAV) of Edizione amounts to Euro 12.8 billion, of which Euro 1.9 billion of net cash at holding level.
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Who we are
• Edizione is an active investor, which combines an entrepreneurial approach with rigorous financial discipline, supporting itscompanies strategically and financially to improve their competitive positioning and returns. Edizione seeks to grow the value of itsinvestments over time and reinforce their presence in the various sectors to which they belong. This objective may also beachieved through acquisitions, thanks to the network of contacts and relationships built up by the Group over the course of manyyears.
• Edizione pursues its objectives in accordance with the rules and principles laid down in the Code of Ethics, which establish thevalues and guidelines of all our behaviour and investments.
• The main sectors in which Edizione operates are: transport infrastructure, through a holding in Atlantia (acquired in 2000), digitalinfrastructure through a holding in Cellnex (acquired in 2018), food and beverage through Autogrill (acquired in 1995) andmanufacturing, through the historic brand Benetton (founded in 1965). Edizione also has a presence in the real estate sector(through the subsidiary Edizione Property), and in the agriculture and hotel sectors.
• Edizione holds a portfolio of shares in the financial sector, represented by its holdings in Assicurazioni Generali and Mediobanca.• In 2018 Atlantia, together with Hochtief (ACS) launched a joint tender offer on the Spanish peer Abertis, with the objective of
becoming the biggest private infrastructure operator worldwide.
• Edizione is owned by the four branches of the Benetton family (equal stakes) through the following companies: Evoluzione,Proposta, Regia and Ricerca.
• The Board of Directors of the company is made up of 8 members: Fabio Cerchiai (Chairman), Gilberto Benetton (Vice-Chairman), Marco Patuano (Managing Director), Alessandro Benetton, Franca Bertagnin Benetton, Proposta SpA, Fabio Buttignonand Giovanni Costa.
Our Strategy
Our Portfolio
Ownership and Governance
Organization Chart of Edizione
3(1) Closing expected later in 2018(2) Voting rights equal to 26.66%
Eurotunnel
100%100%100%
Schema34 Eurostazioni
100% 32.7%
40%50.10%30.25%
99.4%
88.1%
100%
Financial Institutions
Clothing & Textile
Food & Beverage Other
Infrastructure and Services for Mobility
100%
Cia De Tierras
Quaestio Opportunity
Fund
100%
GS Immobiliare
2.10%
3.05%
100%
GanaderaCondor
Real Estate and Agriculture
100%
100%
100%
100%
40%
EdizioneAlberghi
100%
15.49% (2)
ConnecT
29.90%
100%
50% + 1 share (1)
TelecomInfrastructure
Benetton Schema41 Schema33
EDIZIONE S.r.l.
24.0% (1)
Key Investments: at a glance
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Real Estate and Agricolture
Clothing &Textiles
Food & Beverage
Infrastructureand servicesfor mobility
Financial Institutions
Telecom Infrastrucure
Sector Stake
30.3%
50.1%
29.9%
100%
3.1%
2.2%
Company
• Acquired in 2000• 2017 Sales: €6.0 bn• Atlantia S.p.A. is the holding company for highway concession businesses in Italy and
abroad (15+ countries), Italian and French airports and electronic toll payment(Telepass). In May 2018 Atlantia and ACS/Hochtief launched a tender offer on Abertis,thus creating the biggest player in the world. In 2018 Atlantia also acquired a 15.5%stake in Eurotunnel (Getlink) and a 24.0% stake in Hochtief.
Mkt Cap1
€20.5 bn
€2.7 bn
€5.0 bn
€22.8 bn
€7.2 bn
Description
• Acquired in 1995• 2017 Sales: €4.6 bn• Autogrill is the world’s leading provider of Food & Beverage services for travelers. It is
present in 31 countries with about 57,000 staff and operates over 4,000 outlets inmore than 1,000 locations.
• Founded in 1965• 2017 Sales: €1.3 bn• Benetton Group is a well-known apparel company in the world, with a global presence
thanks to a network of about 5,000 stores.• Olimpias Group (founded in 1988) manufactures garments and textiles in 4 countries.
• Acquired in 2018• 2017 Sales: €792 mn• The largest independent telecom infrastructure operator in Europe with c. 28,000 sites,
Cellnex is a provider of integrated services to Mobile Network, Operators,Broadcasters and other radio players.
• Edizione Property owns a portfolio of 112 prestigious buildings in high street retaillocations (59 in Italy and 53 in other European countries).
• Current market value of about €1.5 bn• Significant investment in agriculture in Italy and Argentina.
• During the first half of 2018 Edizione increased its stake from 0.9% to 3.1% inGenerali.
Not listed
Not listed100%
(1) As of May 31 2018
Total Revenues 2017: €Mns 12,113
5,213 5,704
4,9414,990
1,4601,366
56,0
2016 2017
Infrastructureand Servicesfor Mobility
Food &Beverage
Clothing &Textiles
Other
11,670 12,113
+1.0%
+9.4%
-5.4%
-6.4
6,648 6,720
1,662 1,933
2,9393,037
421 423
2016 2017
Italy Rest of Europe Americas Rest of World
11,670 12,113
+1.1%
+16.3%
+0.5%
+3.3%
Edizione Consolidated Revenues
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Revenues by sectors Revenues by geographiesTotal Revenues 2017: €Mns 12,113
(1) Total Consolidated Revenues for 2017, including the contribution of Abertis (€5,136 mln), would be €17,249 mln.
Infrastructure and Services for Mobility
47%
Food & Beverage
41%
Clothing &Textiles
11%Other1%
2017
Italy41%
Rest of Europe29%
Americas27%
Rest of World3%
2017 with Abertis(1)
Infrastructure and Services for Mobility
63%
Food & Beverage
29%
Clothing &Textiles
8%
Other0%
2017 with Abertis(1)
Italy55%
Rest of Europe
16%
Americas25%
Rest of World4%
2017
International16%
Domestic84%
Atlantia: a global leading infrastructure operator with a successful track record in partnerships and investments
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2000 Sales breakdown 2017 Sales breakdown
Revenues: €2.1 bnEBITDA: €1.1 bn
Revenues: €6.0 bnEBITDA: €3.7 bn
International0%
Domestic100%
Motorways100%
Non motorways
0%
Motorways76%
Non motorways
24%
Track Record of Partnerships
GS Infrastructure / GIC / Mediobanca -Sintonia (Atlantia)
CPPIB - Atlantia (Costanera)
Allianz Capital Partners / Silk Road / DIF Infrastructure / EDF Invest - Atlantia (ASPI)
EDF Invest (Nice Airport)
ACS/Hochtief (Abertis)
Source: Atlantia public filings; mergermarket(1) See-through stake through a consortium owned by Atlantia (75%) and EDF Invest (25%) with 60% of the share capital of Aéroports de la Côte d’Azur.
Rome airport 42m passengers Over 230
destinations
Preferred bidder Nice Côte d'Azur airport
45% stake1
Partner EDF Invest 12m passengers
Grupo Costanera, Chile 50.1% stake Partner CPP 178km
AB Concessoes, Brazil 50% + 1 share Joint venture Partner Bertin family 1,538km
Los Lagos, Chile
135km
Stalexport, Poland
56% stake 61km
2012
2013
2016
20082006 2009
Pune Solapur Expressways, India 50% stake Partner Tata Group 110km
Atlantia and ACS/Hochtieflaunched a tender offer on Abertis
9,053km of toll roads in 14 countries 33 fully consolidated concessions Atlantia also acquired a 24% stake in Hochtief
2018
Getlink, France 15.5% stake
(26.7% voting rights) Operates the 50 km rail tunnel
under the English Channel
2000
Toll roadsAirports
Edizione acquires 30% stake in Autostrade
Partners Fondazione CRT,Abertis, Assicurazioni Generali, UniCredit andBrisa
Autogrill: from a small local player to the #1 worldwide Food & Beverage concession operator
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Revenues: €712 mnEBITDA: €69 mn
Revenues: €4.6 bnEBITDA: €0.42 bn
Highways F&B 42%
Airport F&B58%
International77%
Domestic23%
Highways F&B 100%
Airport F&B0%
International3%
Domestic97%
1994 Sales breakdown 2017 Sales breakdown
Privatization of SME Edizione acquires a
28% (later 50%) stake in SME (owner of Autogrill) with Leonardo Finanziariaand Mövenpick
Leading domestic market share but limited international presence
1995 1996
Spin-off and IPO Autogrill listed on the Milan Stock
Exchange through partial spin-off from SME
International Expansion Acquisition of Host Marriot Services,
leading US provider of Airport andtollroad concessions in almost 200 locations globally
Acquisition of Sogerba (France), AC Restaurants (Belgium),Wienerworld (Austria)
1997-20002000-2004
Further Expansion Acquisition of Passaggio , Swiss F&B
leader in airports, railway stations and highway, with >100 sales outlets in 30 locations
Acquisition of SMSI, a F&B provider with 18 locations on Canadian highways
2005
Acquisition of Aldeasa Operated through a 50% JV with
Altadis Acquired Altadis 50% stake in 2008 Airport retail and service station
restaurant chain with operations in 16 countries across Spain, South America, North Africa, and the Middle East
2007
Acquisition of Alpha Airport F&B airport, in-flight and retail
operator in the UK Operating in 47 airports in 13
countries and with 100 airlines in 12 countries
2013
World Duty Free Europe Acquisition in 2008 for £546 mn
Autogrill split Autogrill is split into food and
beverage (Autogrill) and travel retail (World Duty Free.
2008
2015
WDF sold to Dufry In 2015 sale of remaining
50.1% of WDF to Dufry for €1.31 bn
Source: Autogrill company presentation; mergermarket
Edizione’s NAV reached €13 bn as of December 2017
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GAV Breakdown by Listed/unlisted Assets
NAV Breakdown by Sector
GAV Breakdown by Region
GAV Breakdown by Correlation to Interest Rates
Notes: - Listed companies are valued based on the average Market Prices of the last month ending at December 31, 2017 (November 30 – December 29);- Real estate assets at market value;- Non listed assets valued at equity value or book value;- Asset values are gross of potential capital gain taxes.
Atlantia53%
Autogrill11%
Retail & Textile5%
Real Estate & Agriculture
12%
Other Listed Assets
4%
Cash and cash equivalents
15%
Listed assets80%
Non Listed Assets20%
Negative correlation to interest rates
76%
Other investments
24%
Italy70%
Western Europe (exc. Italy)
10%
North America8%
South America8%
RoW4%
Investment Criteria• Targets with strong international presence, to diversify Edizione’s portfolio, and reduce exposure to Italy• Preferred geographies: US, Canada and Europe• Entry strategy in new countries: Invest with a local partner, possessing a good knowledge of the business and the region
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Region
• Targets with a leading position in their segments (1st or 2nd player)• Best-in-class companies (or on-track to achieve it), with distinctive strengths, sustainable in the long term• Strong management team, with an entrepreneurial approach, in order to establish a fruitful partnership
Leadership and strong management
• No restructuring / turnaround• Target should demonstrate strong growth opportunities organically or through acquisitions (e.g. sector consolidation) and should
ideally be in a period of strategic disruptionNo restructuring
• Ideal targets are in sectors that are uncorrelated with the existing portfolio, but with clear growth trends• Preferred sectors: iconic brands, healthcare, specialty industrials and chemicals, consumer, sustainable and green economy,
Telecom Infrastructure and financial services• No early stage / venture capital in the short term
Sectors
• Few large investments (max 2/3 large investments)• Minimum equity ticket: >€250 mln
Size
• Size sufficient to have a strategic influence on the company• Ideally together with partners with the same strategy (existing controlling shareholders or in JV with other investors)• Potential partners: family holding, sovereign funds, international pension funds, or private equity for opportunistic investments
Stake and partnership
• Long term investments (>10 years)• Potentially, selected opportunistic investments with a private equity approach, involving partners, for a shorter time horizon (~5/6
years)Time horizon
• Targets with a good cash generation (before extraordinary investments) are preferred• The ability to create value is a key driver, while high dividend yield is not deemed important
Yield
Team
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Fabio Cerchiai (Chairman)Fabio Cerchiai started his career at Assicurazioni Generali (Insurance) making his way to the top posts as CEO and Vice-Chairman. He is Chairman of Atlantiaand Autostrade per l’Italia (since 2010), Cerved (since 2011) and VP of UniPol Sai Assicurazioni (former Chairman 2014 to 2016) and many other companies,associations and academic institutions. Since 2017 he is Chairman of the Board of Edizione and is currently Chairman of the Board of Directors of Sintonia.
Marco Patuano (CEO)Marco Patuano worked in Telecom Italia Group between 1990 and 2016, becoming the CEO in 2011. During his experience in Telecom Italia he covered severalpositions such as Group CFO, CFO of TIM Brazil, general manager of Telecom Italia Latam and CEO of Telecom Argentina. Mr Patuano became CEO ofEdizione in 2017 and is currently member of the Board of Directors of Atlantia, Benetton, Autogrill and Sintonia.
Carlo Bertazzo (General Manager)Carlo Bertazzo started his career in Banca Commerciale Italiana (today Banca Intesa) and then moved to the Investment Dept. of IFI (today EXOR). He joinedEdizione in 1994 and became General Manager in 2012. CEO of Gemina between 2011 and 2013 and Executive Vice Chairman of Aeroporti di Roma (2010-2013). He is also Board Member of ADR and Atlantia and CEO of Sintonia.
• Christian Coco (15+ years ofexperience; previously in charge ofM&A and strategic planning atCIR, Investment Director at CubeInfra Fund, Investment Manager atL Capital and VP at Mediobanca).Board Member: Benetton
• Elisabetta De Bernardi (15+years of experience; FormerPartner at Space Holding andExecutive Director at MorganStanley – Investment Banking).Board Member: Atlantia, Getlinkand Sintonia. CEO of ConnecT
Investment Team Special Projects
• Paolo Roverato (25+ years ofexperience). After a career inArthur Andersen, he joinedEdizione in 2002. Currently BoardMember of Autogrill, EdizioneProperty, Maccarese and CEO ofEdizione Alberghi. He has beenCEO of Aeroporti Holding andBoard Member in Gemina, ADRand WDF
Treasury and Finance Administration, Tax and Legal
• Mattia Balagion, Mattia Brentari, Stefania Dotto
• Massimo Fava - Treasury andFinance. In Edizione since 2001,he started his career in ZoppasIndustries where he worked withincreasing responsibilities in theTreasury, Finance, AssetManagement and RiskManagement
• Andrea Pezzangora - Legal.General Counsel at BenettonGroup for 15+ years
• Valentina Martinelli –Administration and Compliance.In Edizione since 2003, shestarted her career in ArthurAndersen
• Anna Manfrin, Federica Seno
Appendix: Key Investments
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Atlantia
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Atlantia S.p.A. is the holding company controlling the Italian andInternational highway concession businesses and the Italian and Frenchairports. Listed on the Milan stock exchange with a market capitalizationof €20.5 bn as of May 31 2018.
CEO: Giovanni Castellucci
Key financials 2017 2016 Var %(in € mns)
Net sales 5,973 5,484 8.9%
EBITDA 3,664 3,378 8.5%EBITDA % 61% 62%
Net income 1,172 1,122 4.5%ROS 20% 20%
NFP 9,496 11,677 (18.7)%
OwnershipSales breakdown by segment (2017)
Sintonia (Edizione)
30%
GIC8%
Fondazione CRT5%
Other (fragmented)
56%
Treasury shares1%
Italian motorways
65%
Overseas motorways
11%
Italian airports
15%
Overseas airports
5%
Atlantia and other
activites4%
Autogrill
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Autogrill is the world’s leading provider of Food & Beverage services for travelers.With a turnover of around €4.6 bn, 77% of which generated abroad, it is present in31 countries with about 57,000 staff and operates over 4,000 outlets in more than1,000 locations.Market Cap as of May 31 2018: €2.7 bln
CEO: Gianmario Tondato Da Ruos
OwnershipSales breakdown by segment (2017) Sales breakdown by geography (2017)
Key financials 2017 2016 Var %(in € mns)
Net sales 4,595 4,519 1.7%
EBITDA 399 412 (3.1%)EBITDA % 9% 9%
Net Income 113 115 (1.7%)ROS 2% 3%
NFP 544 578 (5.9%)
Schema34 (Edizione)
50%Other
(fragmented)50%
Airports58%
Motorways35%
Other7%
North America
52%
Italy23%
Europe14%
RoW11%
Telecom Infrastructure
Services60%
Broadcast Infrastructure
30%
Other Network Services
10%
Cellnex
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Cellnex is the largest independent telecom infrastructure operator inEurope with a total portfolio of c. 28k(1) sites, offering integrated services toMobile Network, Operators, Broadcasters and other radio players.The group has grown significantly over the last few years both organically andthrough M&A, developing a unique platform in the European market.Listed on Madrid Stock Exchange since May 2015 (€5.0 bn Mkt Cap as of May31 2018).CEO: Tobías Martínez Gimeno
(1) As of 31-Mar-2018, including contracted roll-outs up to 2023 and DAS nodes.
608 Sites
8,239 Sites
5,400 Sites 2,839 Sites
797 Sites
9,620 Sites
AA AAA
AAA
BBBBBB+
AA
Cellnex todayCountry Ratings c. 28k(1) sites
o/w c. 26k Telecom
Sales breakdown by segment (2017)
Key financials 2017 2016 Var %(in € mns)
Net sales 792 707 12.0%
EBITDA 355 290 22.4%EBITDA % 47% 43%
Net Income 33 40 (17.3%)ROS 4% 6%
NFP 2,237 1,499 49.2%
Spain58%
Italy31%
Rest of Europe
11%
ConnecT(Edizione)
30%
Blackrock6%
Threadneedle Asset
Management5%
Criteria Caixa5%
Massachusetts Financial Services
5%
Other (fragmented)
49%
Geographical Presence
OwnershipSales breakdown by geography (2017)
Benetton Group
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Benetton Group is a very well-known apparel company, present inthe main global markets and with a network of about 5,000stores, which generate a total turnover of about €1.3 bn.
The Group has a leading position in Italy and a widespreadinternational presence: in 2017 Italy represented 37% of therevenues. Benetton has been present in the major world countriesfor several years. India for example, where Benetton is one of theleading brands, records the Group’s presence since 1982 andtoday Benetton has more than 750 stores in approximately 180cities.
COO: Tommaso Brusò
Italy37%
Europe32%
RoW31%
Sales breakdown by segment (2017) Sales breakdown by geography (2017)
Wholesale51%
Retail49%
Olimpias
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Olimpias Group is the company focused on production activitiesrelated to the clothing brands Benetton and Sisley and on textileproduction (yarns, fabrics, accessories).The Group is an important player in the Mediterranean region inthe production of clothing. In 2017 it reported Garmentsrevenues of about €238 mn, operating through its productionplatforms in Europe (Croatia, Serbia, Romania, Hungary andItaly) and in Tunisia.In the Textile business, the Group has manufacturing facilitiesin Italy on yarns, textiles and accessories segments and in 2017reported revenues of €89 mn.
CEO: Amerino Zatta
Sales breakdown by segment (2017) Sales breakdown by geography (2017)
Italy79%
Europe16%
Americas1%
RoW4%
Garments73%
Textile27%
Real Estate and Agriculture
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Edizione Property
• Edizione Property is the parent company for the real estate business, with 112 prestigious retail properties (of which 59 in Italy and 53 in othersixteen European countries) focused on high street retail. The current value of the real estate properties is estimated at around €1.5 bn.
• In 2016 Edizione Property completed the refurbishment of Fondaco dei Tedeschi (pictured below), a magnificent building close to Rialto Bridgein Venice. It now hosts the luxury department store DFS.
CEO: Mauro Montagner
Agriculture
• Edizione owns and manages significant farms in Italyand in Argentina.
• In Italy, the Maccarese farm near Rome extends toover 3,100 hectares and it has the largest nationalherd of dairy cows, (3,300 cattle), producing around32,000 liters of milk per day.
• In Argentina, Compañia de Tierras Sud Argentinooperates several farms, covering an area of about925,000 hectares in Patagonia (comprising 210,000sheep and 9,000 cattle for wool and meat production)and about 16,000 hectares in the province of BuenosAires (grain fields and pastures for about 9,000 cattle).