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April 2013
Confidential
DRAFT
Confidential
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Disclaimer
This presentation contains “forward-looking statements” regarding Portucel SA (“Portucel”) and its future business. Such statements are not historical facts and may include opinions and expectations about management’s confidence and strategies as well as details of management’s expectations regarding Portucel’s future financial position and results of operations, Portucel’s strategy, plans, objectives, goals and targets, future developments in the markets in which Portucel participates or is seeking to participate or anticipated regulatory changes in the markets in which Portuceloperates or intends to operate. Although Portucel believes its opinions and expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, not all of which will be exhaustively explored in this presentation or elsewhere. Accordingly, you should not regard such statements as representations as to whether such anticipated events will occur nor that expected objectives will be achieved. You are reminded that all forward-looking statements in this presentation are made as of the date hereof and for the avoidance of doubt Portucel does not undertake to update any such statement made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For the avoidance of doubt, Portucel does not accept any liability in respect of any such forward-looking statements.
This presentation contains developed estimates regarding the relevant segments of the paper industry, our position in the industry, our market share and the market shares of various industry participants based on experience, our own investigation of market conditions and our review of industry publications, including information made available to the public by our competitors. While we have examined and relied upon certain market or other industry data from external sources as the basis of our estimates, we have not verified that data independently. We cannot assure you of the accuracy and completeness of such data. While we believe our internal estimates to be reasonable, these estimates have not been verified by any independent sources we cannot assure their accuracy. Our estimates involve risks and uncertainties and are subject to change based on various factors.
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Portucel sells to around 115 countries in 5 continents
Forest Pulp Paper Sales Energy
Production capacity of 1.4mt
Production capacity of 1.6mt
120,000 ha of forest under management in
Portugal
Network of c.4,400 points of delivery
13 commercial subsidiaries
2.5 TWh of electricity capacity
2012 Revenue: €1.5bn 2012 EBITDA: €385mn
Leading European UWF manufacturer with strong integration into forestry, pulp and energy
Produces more energy than it
consumes65,000 ha owned by
Portucel95% sold outside
Portugalc.0.25mt sold
externally
Source: Company information.
Company snapshot
1. Overview
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Consolidated revenues by division1
Portugal17%
Germany12%
Spain9%
France10% Italy
6%
UK7%
Holland4%
America11%
Other24%
Paper79%
Pulp8%
Energy12%
Other1%
3
83% of revenues from outside Portugal. Portuguese revenues primarily attributed to energy
Company snapshot
1. Overview
Source: Company information.1 Relates to 2012. Geographic split related to Pulp, Paper and Energy revenues.
Revenues by destination1
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Controlling shareholder - Semapa Group
Forestry, pulp, paper and energy
Cement + RMC + Aggregates + Pre Cast Concrete Waste treatment
2012 Revenues: €1,502mn
2012 EBITDA: €385mn
2012 Revenues: €1,953mn1
2012 EBITDA: €447mn1
Market Cap.: €0.8bn2
Consolidated net debt: €1.6bn3
Net debt / 2012 PF EBITDA: 3.5x3
1 Revenues as reported with 51% proportional consolidation of Secil for the 1st quarter and 100% thereafter. EBITDA refers to recurrent EBITDA. Includes negative €12mn holding costs. 2 As at 10 April 2013.3 Excluding Treasury shares (both at Portucel and at Semapa level). PF EBITDA of €455mn (including 100% of Secil for the full year). 4 PF for 100% of Secil Group for the FY plus 50% of the Supremo Group.
2012 Revenues: €473mn4
2012 EBITDA: €72mn4
2012 Revenues: €36mn
2012 EBITDA: €9mn
81% 100%
Listed on the Euronext Lisbon
Included in main local index – the PSI 20
96%
Listed on the Euronext LisbonIncluded in main local index – the PSI 20
19% free floatMarket cap. €1.9bn2
Portucel has been majority owned by Semapa since 2004
1. Overview
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2. Portucel investment proposition
A leading manufacturer in an attractive segment of the paper industry1
Geographically diversified and broad customer base3
Well-invested asset base6
Integrated business model4
A leading producer of green energy – more than meets own energy requirements7
Growth through differentiation and superior offering2
Business model delivering high profitability8
Strong and consistent EBITDA to cash conversion rate9
Attractive pulp expansion opportunity10
Key company highlights
Access to raw materials5
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Portucel
6
2. Portucel investment proposition
Source: Company information, Risi.1 To be closed or sold.
No. 1 in European UWF fine paper. As well as being integrated into pulp and paper, Portucelhas the largest and most modern mills in Europe
Portucel13%
Mondi12%
StoraEnso11%
UPM10%
IP9%
Other45%
European uncoated fine paper - total est. capacity
1. A leading manufacturer in an attractive segment of the paper industry1
Uncoated woodfree (UWF) European mills
Capacity,1,000 t/a
UPM
Arctic paper
Zicuñaga
Clairefontaine
Mondi
Sappi
International Paper
Metsa
Non Integrated
Stora Enso
Integrated
0 200 400 600 800 1,000 1,200 1,400
SetúbalFigueira da Foz
Everbal
KuusankoskiDocelles1
Nordland
Kostrzyn Munkedal
Zicuñaga
Mandeure
Ruzomberok SyktyvkarKematen
Saillat Kwidzyn Svetogorsk
Husum
Veitsiluoto Nymolla Varkaus
Stockstadt
Theresienthal
Clairefontaine
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2. Portucel investment proposition
1. A leading manufacturer in an attractive segment of the paper industry1
Significant focus on the value–added premium segment and Cut-size and Folio vs. Reels. High mill brand share of sales
7
Mill brand sales evolution
37%
32% 32%
36%
41%
45%
52%
59%
63%
60% 59%
64%
62%
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Source: Company information.
Portucel gaining market share
56%
26%
18% 8%
21%
18%
9%
22%
20%
Sales mix 2011 2012Estimated market share
Increase
1%
1%
2%
Cut-size Folio Reels
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17%
9%
22%
20%
45%
Total
Reels
Folio
Cut-size
Premium
8
6. Growth through differentiation and superior offering
Source: Company information, Cepifine.1 Including Portucel.2 UWF market growth in Europe (2012 over 2011).
Portucel estimated market share in Europe – 2012Portucel
Europe industry average1
Premium Products
Sheets
Mill Brands
Operating Rates
55%
82%
62%
100%
17% (e)
69%
25% (e)
93%
Growth in 20122 +1% -3.6%
55% of business in premium products – highest quality and priced above standard market prices – and 62% in Mill Brands (own brands)
2
2. Portucel investment proposition
+
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4.3%
6.3%6.7%
8.0% 8.1%
9.3%
10.6%
2005 2006 2007 2008 2009 2010 2011
9
Share in Europe for UWF Cut-size < 80 g/m² Portucel Cut-size est. market share by basis weight in 2011
Source: CEPIFINE basis weight surveys of deliveries to EU27+NO+CH and Company information.Note: Europe relates to EU27 + NO + CH.
62%
13% 13%18%
60–80 gsm 80 gsm 90–120 gsm Total
Low basis weight market share is increasing continuously. Portucel, due to its technology, cost, brand and positioning, is winning in the market place
6. Growth through differentiation and superior offering2
2. Portucel investment proposition
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America13%
Germany12%
France12%
Spain11%Italy
8%
UK8%
Holland3%
Other Europe
13%
Other15%
Portugal5%
Germany32%
Spain11%
Poland15%
Holland12%
Other Europe
23%
Other2%
Portugal5%
10
2. Geographically diversified and broad customer base3
Portucel exports 95% of its pulp and paper production. Growing sales outside Europe
95% of total pulp sales in 2012 outside Portugal Majority of pulp sold to specialty paper and decor
95% of 2012 paper sales outside Portugal c.4,400 points of delivery
Paper – external sales
Portucel exports 95% of its pulp and paper production. Growing sales outside Europe
Pulp – external sales
Source: Company information.
2. Portucel investment proposition
€1,193mn €122mn
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4. Integrated business model
Forestry EnergyPulp mills Paper mills Distribution
4
Production capacity: 1.4mt of pulp per year
Production capacity: 1.6mt
of paper per year
120 thousand hectares of forest under management
c.4,400 points of delivery
2.5 TWh of electricity capacity
.
Produces more energy than it
consumesc.15% of wood needs
80% of pulp integrated into paper
The group has three productive centres: two of them are integrated pulp and paper mills and the third is a market pulp mill. They are all partially supplied with Eucalyptus from the group’s own forests, which are certified by both FSC and PEFC schemes
2. Portucel investment proposition
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Portucel sources most of its wood from Portugal and Spain
Wood purchase (m3)
Source: Company information.
0.5 0.8
0.5 0.4
2.9
3.2 4.0 3.5
–
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
2009 2010 2011 2012
Own wood Purchased
4.5 3.4 4.1 3.9
The Group manages 120 thousand ha of land in Portugal:
73% is Eucalyptus Globulus
Forest management is certified by FSC® (CO10852) and PEFC
Largest producer of eucalyptus and pine in Portugal and an important producer of cork
€109m of biological assets on balance sheet as at December 2012
Dedicated research forest institute
Largest European certified forest nursery
Committed to forest fire protection, through sound silviculture practices and dedicated fire suppression teams
millions
4. Access to raw materials 5
2. Portucel investment proposition
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67
129 130
43 1952
247
505
96
33 300
50
100
150
200
250
300
350
400
450
500
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
13
Source: Company information.Note: Data as per Annual Management Reports.
Capex driven by investments in new paper mill, natural gas and biomass power plants
High quality asset base reinforced by substantial investments
Over €1.3bn invested in tangible assets since 2002 Asset investment focus
Value-chain integration
Competitiveness of Eucalyptus Globulus pulp assets
Green energy from biomass
Cost and market leadership in UWF
Continuous cost reduction
3. Well-invested asset base6
2. Portucel investment proposition
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7. A leading producer of green energy 7
Energy represented 12% of the Group’s net sales in 2012; the power generated at the three mills makes the Group more than self-sufficient for its industrial activities
901
169 337
543
471
76
2008 2009 2010 2010 2012
Biomass Natural Gas Fuel
Energy capacity evolution 2012 Energy production split by fuel type(GWh)
Biomass65%Natural Gas
32%
Fuel 3%
Source: Company information.
2. Portucel investment proposition
Setubal Cacia / Setubal
Figueira Figueira
2.5TWh / annum of capacity
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8. Business model delivering high profitability8
Source: Company information.Note: The information above has been sourced from the publicly available financial reports of the companies considered. In each case, we have applied the definition of EBITDA as described therein, with the
exception of when it was not disclosed, in which case, we have estimated EBITDA by taking recurrent operating profit + D&A. These companies, as well as other companies in the industry, may calculate EBITDA differently, thereby limiting its usefulness as a comparative measure.
1 Other than for Portucel, financials represent the relevant division of each company.
EBITDA margins well above industry average
2. Portucel investment proposition
Average
Portucel EBITDA margin vs industry1
20.3
%
17.7
%
22.3
%
16.0
%
NA 16.1
%
7.8%
1.5%
28.9
%
18.4
%
20.7
%
21.5
%
8.5%
4.4%
8.5%
9.5%
25.9
%
21.6
%
19.2
%
21.6
%
10.9
%
7.1%
7.6%
1.5%
25.7
%
20.6
%
15.5
%
16.8
%
10.1
%
7.6%
9.8%
5.3%
Portucel Group Company A Company B Company C Company D Company E Company F Company G
2009 2010 2011 2012
Average: 25.2%
Average: 4.4%
Average: 19.6%
Average: 8.4%Average: 9.8%
Average: 8.8%
Average: 19.4% Average: 19.0%
na
April 2013
25.8%23.6% 25.7% 24.1%
2.2% 1.6%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
EBITDAmargin
EBITDA -Maintenancecapex margin
EBITDAmargin
EBITDA -Maintenancecapex margin
Margin Maintenance capex
16
9. Strong and consistent EBITDA to cash conversion rate 9
Last 9 years average 2012A
Best in class cash generation profile
EBITDA and EBITDA - Capex margins
Average EBITDA – maintenance capexmargin well above 20%
Including all capex, margin of 14% over the last 9 years despite Setúbalinvestment
Strong performance in 2012
− EBITDA minus total capex of €355mn
− EBITDA minus maintenance capexmargin of 24.1%
2. Portucel investment proposition
Source: Company information.
April 2013 17
8. Strong and consistent EBITDA to cash conversion rate 9
Source: Company information.Note: The information above has been sourced from the publicly available financial reports of the companies considered. In each case, we have applied the definition of EBITDA as described therein, with the
exception of when it was not disclosed, in which case, we have estimated EBITDA by taking recurrent operating profit + D&A. These companies, as well as other companies in the industry, may calculate EBITDA differently, thereby limiting its usefulness as a comparative measure.For all companies considered, financials relate to Group data.
1 Defined as: (EBITDA – Capex) / sales. “n.m.” represents Capex > EBITDA.
EBITDA – Capex margins well above industry average
3
2. Portucel investment proposition
Portucel EBITDA – Capex margin vs industry1
nm 2.4%
17.9
%
14.7
%
4.3%
10.8
%
4.7%
nm22.0
%
8.7%
15.3
%
10.8
%
7.9%
12.2
%
8.2%
9.2%
23.7
%
12.2
%
16.2
%
9.4%
7.8%
10.4
%
7.7%
3.3%
23.7
%
10.8
%
9.7%
7.6%
4.9%
8.9%
6.5%
5.7%
Portucel Group Company A Company B Company C Company D Company E Company F Company G
2009 2010 2011 2012
Average: 23.1%
Average: 6.1%
Average: 8.5%
Average: 6.8%Average: 6.2%
Average: 10.6%
Average: 14.8%
Average: 10.6%
Average
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2. Portucel investment proposition
Mozambique
Attractive pulp expansion opportunity10
Portucel has an attractive option to grow in pulp
Granted the right by the Government of Mozambique to explore and develop an area of
c.356,000 ha into a forest base and a pulp mill
Two permits granted:
− One to develop 173,000 ha in the region of Zambezia
− Another one to develop 183,000 ha in Manica
273,000 ha is earmarked for eucalyptus plantation
Currently conducting field tests of the two locations, assessing logistics and overall feasibility
Portucel is the only pulp and paper company globally that has been granted such permit
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(€m unless otherwise stated, FYE 31 Dec) Actual 2009 Actual 2010 Actual 2011 Actual 2012
Revenues 1,095 1,385 1,488 1,502
EBITDA1 222 400 385 385
% of revenues 20.3% 28.9% 25.9% 25.7%
EBIT2 132 278 266 286
% of revenues 12.1% 20.1% 17.9% 19.1%
Capex3 505 96 33 30
% of revenues 46.1% 6.9% 2.2% 2.0%
EBITDA - Capex (283) 305 352 355
% of revenues n.m. 22.0% 23.7% 23.7%
Mainly driven by the start-up of the new paper mill in Setubal
Capex related to the new Setubal mill, natural gas and biomass power plants
19
3. Financial performance
Financial overview
Source: Company information.1 Calculated as: operating results + depreciation + provisions.2 Represents operating results. 3 Data as per Annual Management Reports.
Portucel consolidated key financials
Consistent and high level of cash flow
A
A
B
B
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700 687
463
364
2009 2010 2011 2012
20
Significant deleveraging since 2009 following completion of capital expansion plan. Furtherdeleveraging since Q3 2012 - net debt down from €489m as of end September 2012 to €364m asof end December 2012
Dividends1 and share buybacksNet debt(€m)
79
180
–
165
2
47
81
180
15
212
2009 2010 2011 2012
Dividends Buybacks
Source: Company annual and quarterly reports.1 Dividends as at year of actual payment.
(€m)
3. Financial performance
Deleveraging and returning cash to shareholders
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Share Price (€)
Number of shares (m)
Market capitalisation
Net debt
Other adjustments
Enterprise value
Multiples
EV / EBITDA
EV / EBIT
P / E
2.63
720
1,894
364
4
2012A
5.9x
7.9x
9.0x
2,261
Apr-10 Aug-10 Jan-11 May-11 Oct-11 Feb-12 Jul-12 Nov-12 Apr-13
60
70
80
90
100
110
120
130
140
150
160
33.1%
(5.2%)
(12.3%)
(2.9%)
Portucel Euro STOXXPortugal PSI General MSCI Paper & Forest Products
21
Capitalisation and share price performance
Source: Share price based on FactSet as of 10 April 2013.1 Incudes pension adjustments, minority interest and associates investments. 2012 EBITDA €385mn, EBIT €286mn, Net earnings €211mn.
Portucel outperforming local, European, and Paper and Forestry indices, as investors recognise strong cash generation capabilities
Market capitalisation 3 year share price performance(€ millions except share price data and trading multiples)
1
3. Financial performance
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As of Dec-12, (€ millions)
Portucel Amount Maturity Security x EBITDACash and cash equivalents (329)
Bank loan 56 2018 Unsecured 0.1xBank loan 28 2021 Unsecured 0.1xBank loan 85 2024 Unsecured 0.2xBond loan 200 2013 Unsecured 0.5xBond loan 100 2015 Unsecured 0.3xBond loan 100 2015 Unsecured 0.3xCommercial paper and other2 124 2015 Unsecured 0.3xTotal debt 693 1.8xNet debt 364 0.9x
LTM EBITDA 385
Total debt / EBITDA 1.8xNet debt / EBITDA 0.9x
22
Capital structure
Portucel current capital structure
Conservative financial profile. Dependent on Portuguese banks
Maturity profile
220
60
305
35 74
(329)
(400)
(300)
(200)
(100)
–
100
200
300
2013 2014 2015 2016 >2016
Debt Cash
1 Cash balance as of 31 December 2012 (excluding Treasury shares).2 Remaining balance of bank and bond loans.
22
1
2
(€ in millions)
1 Cash balance as of 31 December 2012 (excluding Treasury shares).2 Includes overdraft (€0.4m) + unrecognized issue costs (€1m).3 Date represents final year of maturity.4 Bank loans are amortized proportionately over remaining years.5 €40m maturing in 2014.
1
3. Financial performance
3
5
4
4
4