Pdg Presentation Gold Eng

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<ul><li><p>PDG Realty increases its stake in G yGoldfarb to 100%</p></li><li><p>AgendaAgenda</p><p>Deal rationale</p><p>Deal structure</p><p>Orginal MOU conversion formulaO g a OU co e s o o u a</p><p>2008 pro forma results</p><p> Appendix Appendix</p><p>*</p><p>2</p></li><li><p>Early option exercise Early option exercise -- Deal RationaleDeal Rationale</p><p> Total consolidation of Goldfarb as an operational branch for PDG Realty;</p><p> PDG Realty will increase its exposure in the low income segment;</p><p> Reduction in the Minority Interest line of our Income Statement; Reduction in the Minority Interest line of our Income Statement;</p><p> The terms from the MOU (as of 22/Nov/07) will be preserved. The future payments will continue to be calculated by theoriginal formula (presented later in this document);</p><p> Goldfarbs management team continues in a long term commitment and subject to exclusivity and non-compete clauses;</p><p>Accretive valuation.</p><p>3</p></li><li><p>Early option exercise Early option exercise -- Deal StructureDeal Structure</p><p> Early exercise of the call option to acquire up to 20% of the common shares of Goldfarb Incorporaes e Construes S.A.through the issuance of PDG Realty shares and Subscription Warrants;</p><p> Company structure:</p><p>Foundingpartners Foundingpartners</p><p>Structurebeforeearlyoptionexercise Structureafterearlyoptionexercise</p><p>80% 20% 100.0% 0.0%+calloption</p><p>20%Goldfarb</p><p> Deal structure:</p><p>Both sides had 4 options (PDG Realty calls and PDG Realty early exercised its 4 calls.Founding partners puts). Each option had an specificexercise date (2009 up to 2012) related to 5% ofGoldfarb, totaling the remaining 20%.More details in the MOU dated as of 22/Nov/07.</p><p>Founding partners received 829,644 PDG shares and 4subscription bonuses class 1More details in appendix 1.</p><p>4</p></li><li><p>Early option exercise Early option exercise Original MOU Original MOU conversion formulaconversion formula</p><p> Originally the option could be exercised annually by any of the partners in 4 tranches (the first of which in 2009, and the lastin 2012). Formula from original Memorandum of Understanding, to be implemented in current transaction:in 2012). Formula from original Memorandum of Understanding, to be implemented in current transaction:</p><p>PDGR3 n = (GIC NP/ PDG NP) * 65% * PDG Shares * % of GIC Shares</p><p>WhWhere:</p><p>PDGR3 no.: means the number of PDGs shares to be issued as a result of the merger;</p><p>PDG NP: means the PDG's net profit as shown in the corporate balance sheet of December 31 of the year immediately prior to the exercise of the respective Options tranche;</p><p>GIC NP: means GOLDFARBs net profit as shown in the corporate balance sheet dated December 31 of the year immediately prior to the exercise of the respective Options</p><p>tranche;</p><p>PDG Shares: means the number of shares representing PDGs capital stock on December 31 of the year immediately prior to the exercise of the respective Option;</p><p>% of GIC Shares: means the percentage of GOLDFARBs shares being sold in the tranche in question (5%).</p><p> Therefore the early exercise of the Option shall not result in any change in the Option exercise payment terms as (i) the Therefore, the early exercise of the Option shall not result in any change in the Option exercise payment terms, as (i) thepayment shall continue to be made with PDG Realtys shares; (ii) the number of shares to be transferred shall continue to be</p><p>determined by the formula above; and (iii) the term for the subscription of PDG Realtys shares by the partners of MP Holding</p><p>3 Ltda. shall remain unchanged, that is, it shall only take place in the following 3 fiscal years.</p><p>5</p></li><li><p>Early option exercise Early option exercise 2008 Results 2008 Results pro pro formaforma</p><p> Just as an exercise, below we present the consolidated pro forma results (considering 100% stake in Goldfarb) foroperational figures in 2008 and adjusted net income in 9M08:operational figures in 2008 and adjusted net income in 9M08:</p><p>9Operational results:</p><p>2008200880% Goldfarb 100% Goldfarb</p><p>Launched pro rata PSV 2,611.5 2,807.0 Contracted sales pro rata 1,811.9 1,943.6 </p><p>9Adjusted Net Income:</p><p>9M089M0880% Goldfarb 100% Goldfarb</p><p>Adjusted Net Income 183.8 195.0 Adjusted Net Margin 21.3% 22.6%</p><p>6</p></li><li><p>Appendix 1Appendix 1</p><p> Issued shares rational: EarningsGoldfarb9M08(R$) 56,089,336EarningsPDGRealty9M08(R$) 180,449,881(a)Goldfarb/PDGRealty 31.08%(b)Multiplediscount 35.00%(a)*[1(b)]=(c) 20.20%</p><p>(d)TotalPDGRealtyshares 146,003,148(c)*(d)=(e) 29,498,455</p><p>2008sharestobebought 5.00%(f)9M08prorata sharestobebought 3.75%Sharestobeissuedbeforeadjustment(e)*(f)= 1,106,192</p><p>Threshold(1) 25%Sharesissued9M08 829,644</p><p> Subscription bonuses rational (each Series represents 10 bonuses):N OF SHARES TO BE ISSUED</p><p>Beginning End</p><p>On the date of disclosure to the market of the Ninety (90) days as of the date when the</p><p>EXERCISE PERIOD</p><p>Series A To be determined according to the Companys and Goldfarbs net profit in 2008,with a 35% discount in relation to the Companys net profit multiple, minus the</p><p>,</p><p>On the date of disclosure to the market of theCompanys financial statements referring tothe fiscal year ended on December 31, 2008. </p><p>Ninety (90) days as of the date when thewarrants of this series may be exercised. </p><p>Beginning End</p><p>On the date of disclosure to the market of theCompanys financial statements referring tothe fiscal year ended on December 31, 2009.</p><p>Ninety (90) days as of the date when thewarrants of this series may be exercised. </p><p>p y p pnumber of shares already delivered as a result of the Merger.</p><p>Series B To be determined according to the Companys and Goldfarbs net profit in 2009,with a 35% discount in relation to the Companys net profit multiple.</p><p>the fiscal year ended on December 31, 2009.</p><p>Beginning End</p><p>On the date of disclosure to the market of theCompanys financial statements referring tothe fiscal year ended on December 31, 2010.</p><p>Ninety (90) days as of the date when thewarrants of this series may be exercised.</p><p>Beginning End</p><p>Series C To be determined according to the Companys and Goldfarbs net profit in 2010,with a 35% discount in relation to the Companys net profit multiple.</p><p>Series D To be determined according to the Companys and Goldfarbs net profit in 2011,</p><p>7</p><p>g g</p><p>On the date of disclosure to the market of theCompanys financial statements referring tothe fiscal year ended on December 31, 2011.</p><p>Ninety (90) days as of the date when thewarrants of this series may be exercised.</p><p>g p y p ,with a 35% discount in relation to the Companys net profit multiple.</p></li></ul>