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|Strictly private and confidential |1
Oslo Stock Exchange – a better alternative for Chilean salmon farmers?Per Even Hauge – DNB Markets | Investment Banking Division
Conferencia Internacional Multiexport FoodsApril 2018
|2
AGENDA
I. Introduction to Oslo Stock Exchange 2
II. Benefits from an OSE listing 7
III. Salmones Camanchaca IPO - case study 16
IV. Valuation 22
V. Dual-listing considerations 25
|
The Oslo Stock Exchange has a leading position in three main sectors, reflecting
Norway’s industrial focus
3
INTRODUCTION TO OSLO STOCK EXCHANGE
OSE has leading positions in key global sectors, including seafood
Seafood Shipping Energy
2
OSE is the worlds largest stock exchange for
seafood companies, both in terms of number of
companies and market cap, and hence the
most important financial market for the seafood
sector
The sector on OSE counts 12 companies
USD ~30 bn in market cap
Measured by number of companies, OSE is the
largest exchange for shipping companies in
Europe and the second largest globally
Norway is the world’s 5th largest maritime
nation
25 companies, with a combined market cap of
USD ~10 bn
OSE is the second largest exchange in Europe
on energy, and the second largest globally
within oil service
Norway is the world’s 3rd largest exporter of
gas and the fifth largest oil exporter
Includes 60 companies with a total market cap
of USD ~120 bn
|
Companies from all over the world are listed on Oslo Stock Exchange
4
Cayman Islands Bermuda
Netherlands
Canada
USA
Sweden
Norway
Denmark
Great Britain
Singapore
Cyprus
Luxembourg
British Virgin
Islands
Faroe Islands
Australia
Marshall
Islands
Hong Kong
Germany
Chile
|
OSE is a raw material exchange and the salmon sentiment is exceptionally good
5
Weekly prices for salmon and brent oil – Week 1 2012 – Week 14 2018
Salmon price represents the price for one 6kg salmon in liveweight, based on the Fish Pool Index price.
Source: Factset (oil price) and Fish Pool (salmon price)
0
10
20
30
40
50
60
70
80
90
100
110
120
130
01/201807/1701/1707/1601/1607/1501/1507/1401/1407/1301/1307/1201/2012
USD
Norwegian salmon (USD/6 kg liveweight)Brent oil (USD/barrel)
Oil being the hottest commodity on OSE Salmon being the hottest commodity on OSE
|6
INTRODUCTION TO OSLO STOCK EXCHANGE
Index performance from 1 January 2014 to 11 April 2018, rebased to 100. Source: Factset
Seafood has become an increasingly important component of the OSE over the
last couple of years, significantly outperforming the overall market
40
60
80
100
120
140
160
180
200
220
240
260
280
300
320
340
360
01/2014 07/14 01/15 07/15 01/16 07/16 01/17 07/17 01/2018
Shipping
Seafood
Energy
OSEBX
+257%
+29%
+18%
+52%
|
The size and variety of seafood companies on Oslo Stock Exchange attracts the
largest and most sophisticated seafood investors globally
7
Market cap of OSE-listed seafood companies last 5 years Market cap of SSE-listed seafood companies last 5 years
Source: Factset
30
25
20
15
10
5
0
USD bn
30
25
20
15
10
5
0
USD bn
SSE seafood companies = ~33% of Marine Harvest’s market cap
|
Oslo Stock Exchange offers three different listing processes
Benefits with flexible and fast track:
A significantly quicker access to public markets
Individually customized listing process
Utilizing windows of financing through fast IPO process
Reducing time from announcement of listing to actual listing
Introductory Report (IR)
Meeting with OSE
Due Diligence meeting
Listing Application / Updated IR
OSE Board Meeting
Listing
Week 1 Week 2 3 days before
Listing
Application
Week 4 Week 8
8
Standard listing
o 8 weeks
Flexible process
o 8 weeks
o Flexible timing
Fast track listing
o 4 weeks
o Flexible and tailored timing
|
Listing requirements on Oslo Stock Exchange
9
1 Each holding shares with a value of at least NOK 10,0002 NFSA = Norwegian Financial Supervisory Authority3 Standard listing process
Requirements Description
Company type ASA or equivalent foreign company
Market cap post transaction Min. NOK 300 million
Price per share at listing Min. NOK 10
Number of shareholders Min. 5001
Free float Min. 25%
Liquidity Requirement of 12 months liquidity
Financial information At least 3 years of history and operations
Accounting principles IFRS or equivalent
Management and board of directors Competence and qualification requirements, at least two independent board members
Due diligence Full legal and financial due diligence by independent advisors
Listing prospectus EEA prospectus approved by NFSA2
INTRODUCTION TO OSLO STOCK EXCHANGE
|10
AGENDA
I. Introduction to Oslo Stock Exchange 2
II. Benefits from an OSE listing 7
III. Salmones Camanchaca IPO - case study 16
IV. Valuation 22
V. Dual-listing considerations 25
|
Oslo Stock Exchange has become the preferred exchange for seafood
companies globally, for a number of reasons
11
INTRODUCTION TO OSLO STOCK EXCHANGE
The leading
seafood stock
exchange globally
1
The Oslo Seafood Index comprises a large number of companies with
different characteristics and business concepts, from small growth
businesses to the world's largest fish farming companies
Broad investor
universe and
analyst coverage
2 Mid-cap analyst coverage is among the highest compared to peers – with
6.8 analysts per listed mid-cap company1 (as showed in the graph)
International investors account for approximately 33% of ownership and
66% of trading on OSE
Liquidity
3 OSE will both secure liquidity for investors and access to capital for issuers
A liquid bond market – USD ~40 billon is outstanding in bonds in the Nordic
high yield market
Good track record
and history for
similar listings
4 Good examples in Salmones Camanchaca, Camposol, SSC, Bakkafrost and
Copeinca
Aqua Chile in process toward an OSE listing
Effective listing
process
5 Standard listing in 8 weeks
Fast-track listing in 4 weeks
Flexible listing in 8 weeks - Individually customized listing process
Copenhagen
2.5
Helsinki
3.8
London
4.1
New York
5.6
Oslo
6.8
Stockholm
2.3
2017
5.1
2016
2.8
2015
2.7
2014
2.6
2013
1.9
2012
1.8
2011
3.5
Equity issued, EUR bn
Source: Bloomberg
|
OSE-listed salmon farmers are covered by a range of analysts that follow the
companies on a daily basis
12
BENEFITS FROM AN OSE LISTING
Source: Factset
33
9
10
1111
1313
BuyHoldSell
|
Equity analysts provide investors with valuable expertise and industry insight, and
are important contributors to the highly educated Nordic seafood investor base
13
Oslo Stock Exchange Seafood Index and selected DNB Markets Equity Research sector reports
Source: Factset, DNB Markets
300
01/1807/1701/1707/1601/1607/1501/2015 03/15
1,050
09/15 11/15 03/16 05/16 09/16 11/16 03/17 05/17 03/201809/17 11/17
1,150
1,200
950
1,000
850
800
900
1,100
750
700
05/15
650
600
550
500
450
400
350
|
Equity analysts are an important part of the media coverage, creating traction and
interest for the seafood sector
14
BENEFITS FROM AN OSE LISTING
Source: Salmonbusiness.com
|
Share Turnover of Float Shares (5 Feb-12 April)
The OSE-listed salmon farmers experience significantly higher liquidity than the
median SSE-listed salmon farmer
15
BENEFITS FROM AN OSE LISTING
Source: Factset, figures are for the period 5 February 2018 to 12 April 2018
Note: Salmones Camancahca liquidity excludes first day of trading volumes due to transfer of large share block
Value of shares traded is calculated using numbers of shares traded in period multiplied by share price 13th of April
45%
56%
63%
23%
40%
23%
28%
7%8%13%
3% 1%
85%
Share Turnover of Float Shares (5 Feb-12 April)
Only stock on SSE with
direct access to the
Nordic equity and bond
market
Only stock on SSE with
equity analyst coverage
Value of shares traded
5,170 USDmValue of shares traded
68 USDm
|
With high liquidity, companies have flexibility and can compete on equal terms
with the leading salmon farmers globally (examples of terms below)
16
BENEFITS FROM AN OSE LISTING
Examples of recent seafood transactions in the Norwegian market
Related company Date Instrument Amount Description
2 February 2018 IPO USD 90 million
Strong interest among Nordic investors, stock trading up 10%
during first week of trading (USD ~18m was also raised among
Chilean investors)
8 August 2017 Bond issue USD 65 millionAustevoll Seafood ASA issued a 6 year NOK 500 million bond at
2.35% over 3m NIBOR
11 July 2017 Private placement USD 70 million
Atlantic Sapphire AS raised USD 70 million, mainly from Nordic
investors – first time ever a land-based salmon farming company
is raising institutional capital
23 June 2017 Bond issue USD 300 million
The two private equity owners, Altor and Bain Capital, used the
Norwegian bond market when raising USD 300 million for the
Chilean salmon farmer Nova Austral SA
3 June 2016 Private placement USD 280 million
Lerøy Seafood Group ASA raised NOK 2.2 billion in a private
placement to finance the acquisition of Havfisk ASA (listed fishery)
and Norway Seafoods Group AS
19 May 2016 Block-trade USD 150 million
Marine Harvest ASA sold its share block in Grieg Seafood at
39.75 NOK per share, the block represented 25.8% of the total
share capital in the company
18 March 2016 Block-trade USD 125 million
Austevoll sold 2,750,000 shares in Lerøy Seafood Group ASA at a
price of NOK 355 per share. After the transaction Austevoll still
owned 57.52% of Lerøy Seafood Group ASA
2 March 2016 Block-trade USD 570 million
Geveran Trading. Co, owned by John Fredriksen, completed a
sale of 37.8 million shares in Marine Harvest ASA at 117 NOK per
share, representing approximately 8.4% of the share capital in the
company
Note: Based on USD/NOK 7.75
|
The Nordic high yield bond market is an efficient platform for raising flexible debt
financing, attracting both Nordic and international issuers and investors
17
NORDIC HY BOND MARKET CHARACTERISTICS
1 Market overview
Defined as bonds issued with Nordic law
based bond documentation and Nordic
Trustee (NT) acting as bond trustee
Outstanding Nordic HY paper volume of USD
~40bn
Increasingly important source of capital for
many companies
Swift process
Swift process time to market of 2-6 weeks,
depending on complexity
Frequent issuers can tap the market in 1 to 2
days
3
4Efficient documentation
No public rating requirement
No listing requirements
Standard bond agreement
6 International issuers
Issuers from a broad range of industries
Risk classes, from BB+ to CCC- and unrated
project structures
5 Global investor base
Investor base with strong industry knowledge
Nordics: Norway, Sweden, Denmark and
Finland
US, UK and Continental Europe
Asia (Singapore, Hong Kong)
2 Flexible structures
Secured / unsecured
Project / corporate structures
Amortization / no-amortization / cash sweep
Large variety in tenors, deal sizes, credit
quality
NOK, USD, SEK, EUR
Tailor made structures to allow for operational
and financial flexibility
1
6
3
2
4
5
USD ~40bn
|18
AGENDA
I. Introduction to Oslo Stock Exchange 2
II. Benefits from an OSE listing 7
III. Salmones Camanchaca IPO - case study 16
IV. Valuation 22
V. Dual-listing considerations 25
|
Case study: DNB Markets acted as Sole Global Coordinator in the NOK 832m
Initial Public Offering in Salmones Camanchaca S.A. in February 2018
19
SALMONES CAMANCHACA IPO - CASE STUDY
Transaction overview
Transaction highlights
First Chilean company to do an IPO in Norway
Significant anchor demand ahead of IPO launch, with overweight from high
quality Swedish institutions
- Books covered during the first day of bookbuilding
- DNB Markets delivering the covered book alone
Books close to 10 times covered at the end of the bookbuilding in Chile and
Norway
High quality and concentrated book: 80% to long only and sector specialists,
10% to hedge funds, 7% to family offices and 3% to retail
Strong share price performance on the first day of trading - closing at NOK
44.50, 6% up compared to the offer price. Closed at NOK 46.10 on SSE,
trading up 10.1%.
Transaction: Initial Public Offering, OSE and SSE
Issuer: Salmones Camanchaca S.A.
Offer price: NOK 42 (indicative range of NOK 38.5 – 48.0)
Offer size: NOK 832m
Market cap: NOK 2,772m
Free float: 25% on OSE, 5% on SSE
Pricing date: 1 February 2018
DNB’s role: Sole Global Coordinator
Syndicate:
SGC: DNB Markets
JBRs: Nordea and Pareto Securities
SSE Placing Agent: LarrainVial
NOK 832m
IPO
Sole Global Coordinator
2018
Harvest profile (kt WFE)
Introduction to Salmones Camanchaca
43.3
32.6 34.2
47.852.9 54.6
60.4
2021E
63.1
2020E
60.6
2019E
55.6
2018E
53.8
2017E
39.2
2016
36.2
2015
43.3
Atlantic salmonTrout
Fully integrated, from genetics program to sales & marketing
Among the lowest cost producers in Chile
Unique growth profile – ~50% volume growth ’16-’18E
Attractive market exposure – >40% of sales to emerging markets
Strong commitment to sustainability and transparencyKe
y i
nve
stm
en
t h
igh
lig
hts
|
The Salmones Camanchaca offering experienced strong demand from several
geographies – and investors are supportive discussion partners pre-launch
20
SALMONES CAMANCHACA IPO - CASE STUDY
Allocated bookFinal book«Book covered» announcement – 6 hours after start of bookbuilding
8%
27%
30%
16%
15%
NordicsOther
Norway
UK
US
Chile
4%
Ge
og
rap
hy s
plit
Syn
dic
ate
pe
rfo
rma
nc
e
17%
21%
24%
11%
24%
US
Nordics
Norway
Other
UK
Chile
3%
Book coverage (gross demand)
0.2x
0.4x
1.2x
NordeaParetoDNB
55%28%
18%
Pareto
Nordea
59%25%
15%
Pareto
Nordea
90%
10%
Pareto
0%
Nordea
50%
30%
10%
10%
NordicsNorway
UK
Other
Full offering size
Unique
demand
Total
demand
Total
allocation
|
10,500
10,000
9,500
9,000
500
0
Shares traded
(‘000s)
Strong after-market support is important for favorable long-term investor
perception of the stock and future capital raises
21
SALMONES CAMANCHACA IPO - CASE STUDY
Source: Oslo Stock Exchange (broker statistics), Factset (share price development). Broker statistics represents total volume (buy and sell) adjusted for initial block sale of secondary
shares in the IPO
KCG 1.1%
Norne 1.7%
JP Morgan 2.4%
Pareto 2.6%
Carnegie 3.1%
SEB 3.1%
Instinet 5.9%
Others 9.6%
Netfonds 10.7%
53.8%
DNB Markets has continued to market
the Camanchaca stock after the IPO
Increased interest and demand for the
share have pushed the price upwards
DNB Markets by far the largest trader
1
2
3
Top 10 traders - first month
Top 10 traders - first two months
50
48
46
44
42
40
12.02.2018 26.02.2018 12.03.2018 26.03.2018
Share price
(NOK)
+19%
JP Morgan 1.6%
Pareto 2.0%
Carnegie 2.1%
Nordea 2.5%
Goldman Sachs 4.9%
SEB 5.0%
Netfonds 7.3%
Instinet 7.4%
Others 8.5%
53.2% Expanding the company’s shareholder
base and boosting interest in the share
Strong after-market supports favourable
trading post-IPO, which is important for
overall and long-term investor
perception of the stock
Price (LCY) 02.02.2018 06.04.2018 % change
288.0 295.0 2.4
61.6 53.2 (13.7)
382.0 369.0 (3.4)
189.0 186.5 (1.3)
OSE Seafood Index 888.2 1,119.8 26.1
|
20
24
28
32
36
40
44
48
52
56
60
19.feb05.feb 12.feb 05.mar 26.mar12.mar 19.mar 02.apr 09.apr26.feb
NOK
Except for a limited period of time, Salmones Camanchaca’s share has traded on
equal price levels in its two markets
22
Note: Does not include volume on the first day of trading.
Source: Facstet
16%
2.5%
|
0
50
100
150
200
250
300
350
400
450
500
jan.2018jan.2017jan.2016jan.2015jan.2014jan.2013jan.2012jan.2011
11,500
11,000
10,500
10,000
9,500
9,000
8,500
2,000
1,500
1,000
500
0
Bakkafrost – was in a similar situation to Salmones Camanchaca when it
listed on Oslo Stock Exchange
23
BENEFITS FROM AN OSE LISTING
Comments
Bakkafrost is a salmon farmer with
operations and HQ located in the
Faroe Islands
Since IPO in 2010 the company has
seen a sharp increase in share price
The IPO was well received and the
liquidity in the stock has been high,
especially in the recent years
The case of Bakkafrost shows that it
is very possible to have a successful
IPO on Oslo Stock Exchange with
foreign operations and HQ
Share price and volume
Source: Factset 12 April 2018
NOK/share Volume (’000)
282
2017
1,984
2010
2017
28.3
2010
14.1
EBITDA development since listing
EBIT/kg development since listing
NOKm
NOK/kg
OSE benchmarkShare price
Refinancing in the Nordic
bank market
USD ~250m
Financing agreement in the
Nordic bank market
USD ~265m
Norwegian bond issue
USD ~65m
IPO
USD ~100m
|24
AGENDA
I. Introduction to Oslo Stock Exchange 2
II. Benefits from an OSE listing 7
III. Salmones Camanchaca IPO - case study 16
IV. Valuation 22
V. Dual-listing considerations 25
|
Significant economic and strategic value have been created through Salmones
Camanchaca’s IPO on Oslo Stock Exchange
25
VALUATION
EV/EBITDA (2017 for OSE-listed and SSE-listed farmers)
Factset as of April 2018.
8.2x
4.3x
5.0x5.2x
6.3x6.6x
7.8x7.8x8.5x
5.2x
6.3x
8.8x9.3x
10.4x10.4x10.5x
Pesq
uera
Cam
an
ch
aca
12.5x
SalM
ar
Bakkafr
ost
Sco
ttis
h S
alm
on
Aq
uaC
hile
Lero
y S
eafo
od
Mu
ltie
xp
ort
No
rway R
oyal
Salm
on
Salm
on
es C
am
an
ch
aca @
lis
tin
g
Salm
on
es C
am
an
ch
aca
Gri
eg
Seafo
od
Mari
ne H
arv
est
Inv
erm
ar
Au
str
alis
Blu
mar
|26
AGENDA
I. Introduction to Oslo Stock Exchange 2
II. Benefits from an OSE listing 7
III. Salmones Camanchaca IPO - case study 16
IV. Valuation 22
V. Dual-listing considerations 25
|
A dual-listing secures market leading terms and maximizes investor reach-However, critical with local foundation in the non-OSE market
27
DUAL-LISTING CONSIDERATIONS
Highly educated and deep
Nordic capital market
Deep Chilean pockets that
know the local seafood
companies well
Coverage by leading Nordic analysts
Access to Nordic bond market
Access to Chilean long-term capital
Access to full Nordic investor base
Shares are freely tradable between the
two markets – optimizing liquidity
Analyst-covered company, positioned
to raise capital on market leading
terms in both markets
1
4
3
2
5
Marine Harvest’s de-listing from
NYSE validates the importance of
having a local foundation in
dual-listings
Dual-listing
|
Disclaimer
28
This presentation is strictly confidential and prepared exclusively for the benefit and internal use of our client to whom it is directly addressed and
delivered (including such client’s subsidiaries, the “Company”) and not for distribution or publication. The information may not be reproduced without
the consent of DNB Markets.
The information in this presentation is based upon any management forecasts supplied to us by the Company and publicly available information. We
have relied upon and assumed, without independent verification, the accuracy and completeness of all information available. DNB Markets opinions
and estimates constitute DNB Markets’ judgment and should be regarded as indicative, preliminary and for illustrative purposes only. Statements in
the presentation reflect prevailing conditions and DNB Markets’ opinion at the date the presentation was prepared, all of which are accordingly
subject to change. DNB Markets does not warrant that the information in the presentation is exact, correct or complete. The presentation is for
discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, oral briefing provided by DNB
Markets.
Our analyses are not and do not purport to be appraisals of the assets, shares, or business of the Company or any other entity. DNB Markets makes
no representation as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of
consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a
possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.
This presentation is not an offer or a recommendation to purchase or sell financial instruments or assets, and does not constitute a commitment by
DNB Markets to underwrite, subscribe for or place any securities or to extend or arrange credit to or to provide any other services. DNB Markets
does not accept any responsibility for direct or indirect losses that are due to the interpretation, and/or use, of this presentation.
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Rules regarding confidentiality and other internal rules limit the exchange of information between different units in DNB Bank. Employees in DNB
Markets who have prepared this presentation are therefore prevented from using, or being aware of, information in DNB Bank and other companies
in the DNB group which may be relevant to this presentation.
This presentation has been prepared in accordance with the general business terms of DNB Markets, a division of DNB Bank ASA, available at
dnb.no/markets.