13
2018 AGM 21 November 2018

PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

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Page 1: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

2018 AGM21 November 2018

Page 2: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

1

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

Mar

-11

May

-11

Jul-1

1

Sep-

11

Nov

-11

Jan-

12

Mar

-12

May

-12

Jul-1

2

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16

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Sep-

16

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-16

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17

Mar

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-17

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7

Sep-

17

Nov

-17

Jan-

18

Mar

-18

May

-18

Jul-1

8

Sep-

18

Nov

-18

Oct

-18

RMH’S TRADING DISCOUNT TO NAV

Average: -0.3%

Source: Reuters, RMH financials. Based on the intrinsic value methodology used in the RMH integrated annual report and updated based on the listed value of FirstRand.

Average: 5.1%

Average: 12.9%

PREMIUM / DISCOUNT TO INTRINSIC VALUE SINCE RMI UNBUNDLING

Page 3: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

2

LONG-TERM PRICE / INAV EVOLUTION OF HOLDCOSGlobal investment holding companies are under pressure, SA holding companies trending to internationals

0.6x

0.8x

1.0x

1.2x

1.4x

Jan-

10M

ay-1

0O

ct-1

0Fe

b-11

Jul-1

1N

ov-1

1Ap

r-12

Aug-

12Ja

n-13

May

-13

Oct

-13

Feb-

14Ju

l-14

Nov

-14

Apr-1

5Au

g-15

Jan-

16M

ay-1

6O

ct-1

6Fe

b-17

Jul-1

7N

ov-1

7Ap

r-18

Aug-

18

Pric

e / I

NA

V

Average of peers SA HoldCo average Intl HoldCo Average RMH

Current Movement(last 3 years)

Average(last 3 years)

Movementsince 2010

Averagesince 2010

Local investment holding companies

1 RMI 0.93x (5.8%) 1.00x N.a. 1.03x

2 RMH 0.85x (14.5%) 0.92x (8.8%) 0.96x

3 Remgro 0.80x (8.1%) 0.81x (5.2%) 0.86x

4 Naspers 0.70x (35.2%) 0.83x (42.4%) 1.13x

5 Reinet 0.67x (10.4%) 0.67x (28.6%) 0.74x

6 Brait 0.70x (45.9%) 0.91x (59.9%) 1.37x

7 PSG Group 0.87x (38.4%) 1.02x (9.8%) 1.00xInternational investment holding companies

8 Kinnevik 0.83x (9.4%) 0.86x 24.8% 0.82x

9 Exor 0.60x (40.2%) 0.72x 19.4% 0.71x

10 Itausa 0.78x (3.3%) 0.79x (13.4%) 0.86x

11 Pargesa 0.67x (5.3%) 0.69x (23.9%) 0.74x

12 Wendel 0.70x (9.7%) 0.75x (10.8%) 0.73x

Average of peers 0.76x (21.5%) 0.83x (19.6%) 0.91x

SA HoldCo average 0.79x (25.3%) 0.88x (28.8%) 1.02x

Intl HoldCo Average 0.72x (14.9%) 0.76x (4.1%) 0.77x

Source: Deutsche Bank, Factset, Company annual reports. Data as at 30 October 2018.Note: Naspers does not disclose intrinsic value of unlisted investments therefore INAV is based on value of Tencent Holdings only (other assets are assumed to be immaterial)

Widening discounts are a global investment holding company trend driven by specific and general factors including: shifting perceptions of holding company structures, realisations of intrinsic value being impacted by weak IPO and M&A markets and a renewed market emphasis on corporate focus

Page 4: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

3

-

1,000

2,000

3,000

4,000

5,000

Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18

Original funding and interest FirstRand Total Return

24%

53%

10%

13%Admin expenses (eg. staff costs, professional fees)

FirstRand funding cost

RMH Property funding cost

Hedging (RMI shares acquired as asset)

LOW STRUCTURAL FRICTION COSTS

BREAKDOWN OF NET DIVIDEND RETAINED1 (2011 – 2018)

ADDITIONAL FIRSTRAND SHARES PURCHASED IN MARCH 2011 HAS RESULTED IN R2.9bn IN ADDITIONAL VALUE (AS AT 30 JUNE 2018)

Net value created: R2.9bn

1. Difference between the dividends received from FirstRand and the dividends paid out by RMH for the period June 2011 to June 2018

June-11 June-12 June-13 June-14 June-15 June-16 June-17 June-18

Page 5: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

4

0

200

400

600

800

1,000

1,200

Nov

-08

Feb-

09

May

-09

Aug-

09

Nov

-09

Feb-

10

May

-10

Aug-

10

Nov

-10

Feb-

11

May

-11

Aug-

11

Nov

-11

Feb-

12

May

-12

Aug-

12

Nov

-12

Feb-

13

May

-13

Aug-

13

Nov

-13

Feb-

14

May

-14

Aug-

14

Nov

-14

Feb-

15

May

-15

Aug-

15

Nov

-15

Feb-

16

May

-16

Aug-

16

Nov

-16

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17

May

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17

Nov

-17

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18

May

-18

Aug-

18

FIRSTRAND RMH BANKS Index Bank A Bank B Bank C Bank D

RELATIONSHIP WITH FIRSTRAND

FIRSTRAND VS REST OF TOP FOUR BANKS, PE (10-YR)

FIRSTRAND HAS OUTPERFORMED COMPARABLE PEERS (10-YR)

0

5

10

15

20

Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-17 Nov-18

FSR Other Top 3 Banks

Nov

-18

Reb

ased

to 1

00

Source: Reuters as at 15 November 2018 and company reports

25%

23%

18%

13%

12%

14%

17%

CAGR

Page 6: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

5

LONG-TERM PERSPECTIVE

A critical anchor for FirstRand • RMH and FirstRand acknowledge that a mutually beneficial relationship exists between the groups

• As founding shareholder, RMH provides FirstRand with the vital stability and cultural tone required for FirstRand to prosper

• Through representation on all relevant forums, RMH plays a critical role in providing both technical and strategic guidance

Supports long-term benefits, providing opportunity for:

• Stability: secure access to capital with limited pressure for capital release given the long term focus

• Flexibility: in the 1998 creation of FirstRand, RMH was, via a minority shareholding, able to infuse FNB and WesBankwith its culture and management style

• Building businesses: the stability and strategic input to enable the building of businesses such as OUTsurance and Discovery, including the financial capability to fund “emergencies and opportunities”

• A vantage point: the structure provides for a leveraged investment, and influential vantage point vis-à-vis FirstRand

1

2

THE RELEVANCE AND VALUE OF THE RMH STRUCTURE REMAINS

Page 7: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

RMHPROPERTY’S

STRATEGY

Page 8: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

7

936 1,348

4,064 4,094 4,094 4,001 3,991

-

2,000

4,000

6,000

8,000

FY17 FY18 FY19 FY20 FY21 FY22 FY23

Net capital invested Gross intrinsic value

RMH PROPERTY | FOUNDATIONS IN PLACE FOR GROWTH

RMH PROPERTY (RMHP) HAS DEPLOYED c.R2.2bn IN EQUITY CAPITAL TO DATE

CORE PARNERSHIP SATELLITE PARTNERSHIPS

27.5% stake 43.9%1 stake9.0% stake

18.2%1 stake

Fund 1

ATTERBURYBUCHAREST

50%1 stake

20.0% stake

Fund 2

50.0% stake

Fund 3

RMHP GROSS INTRINSIC VALUE RMHP NET INTRINSIC VALUE2

2,067

6,544 7,364

10,963

FY18 FY23 -Conservative

FY23 - Basecase

FY23 -Optimistic

CUMULATIVE CAPITAL INVESTED3

715

2,442

3,262

6,861

FY18 FY23 -Conservative

FY23 - Basecase

FY23 -Optimistic

Notes: Figures in millions of rands; 1. Direct stake only 2. Headline earnings excl. revaluation gains and losses; 3. Cumulative cash out less dividend inflowsSource: Company reports; RMH analysis

Page 9: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

8

RMH PROPERTY’S STRATEGY

• Best-of-breed management team• Scalable development operation diversified across traditional property asset

categories (office, retail, industrial)• Sizeable capital base in an unlisted vehicle providing scope and opportunity to

increase development potential of the portfolio• Liquid vehicle to potentially monetise property interest in the future

• Ability to partner with best-of-breed specialist developers on a portfolio and/or asset specific basis in key niches of the property market

• Allows for diversification of RMHP’s portfolio• Satellite partnerships may achieve higher yields / faster NAV growth than the

more traditional core partnership• Flexibility to partner with developers on single assets or entire portfolio

Rationale for Core Partnership

Rationale for Satellite Partnerships

International

Domestic

Domestic

CORE PARTNERSHIP: Target NAV R5-10bn1

SATELLITE PARTNERSHIPS: Target NAV R1-5bn1

• Atterbury Property Holdings is RMHP’s core domestic partner

• RMHP has and will support further investment being made by Atterbury directly

• Atterbury Europe is RMHP’s core partner in Europe (initial investment via Brightbridge)

• RMHP has and will support further investment being made by Atterbury Europe directly

• RMHP has satellite partners with specific focus areas which include:

Note: 1. Target collective value of RMHP’s stakes in domestic and international partnerships

• The RMH Property investment strategy primarily focuses on development focused businesses with returns driven by capital growth (measured by intrinsic value)• This contrasts with most JSE-listed property companies that have portfolios primarily skewed towards more mature yielding assets with predictable cash flows and

consistent dividends• In the medium-term, RMHP will target a 15-20% p.a. gross equity return on a portfolio wide basis driven by:

‒ Development profits and other capital growth

‒ Stable yields on completed assets

Page 10: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

9

WHERE TO NEXT FOR RMH PROPERTY

Investment in Romania alongside Atterbury Europe

• In Q3 2017, the RMH Board approved a JV opportunity with Atterbury Europe in Bucharest

• The project encompasses a broad precinct of development in Bucharest focused on developing a new hub for business, entertainment, retail and

residential living. The precinct will include eight premium grade new buildings, the redevelopment of two existing structures and a large public

recreational area

• RMHP invested c. R0.7bn in Nov-18. A further c. R1.8bn has been committed for Atterbury Bucharest for deployment in FY19 (subject to conditions)

• R150m was invested in Divercity in October 2018

• Post the deployment of the committed capital set out above, RMH Property will be entering a period of consolidating its stable of investments toensure strong foundation for future growth. No further investments are contemplated

• In collaboration with its core partner (Atterbury) as well as the satellite partners, the focus of the business will shift to value maximisation from theexisting portfolio

• RMH is assessing options for its interest in RMH Property that may include a structural liberation of RMH Property from RMH at the appropriate time

COMPLETION OF CURRENT EQUITY CAPITAL COMMITMENTS

WHERE TO NEXT FOR RMH PROPERTY

• Committed balance sheet support/guarantees to portfolio companies of c. R2.3bn for an initial tenor of 3-5 years

• Funding support is intended to catalyse medium-term growth in RMH Property investees by supporting development initiatives

• Guarantee capacity utilised for the benefit of investees typically earns RMH Property a guarantee fee

• This facilitation is seen as a contributor to the overall targeted gross equity return of 15% - 20% p.a.

FACILITATED FUNDING SUPPORT

Page 11: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

10

TIMELINE RELATING TO ATTERBURY EUROPE

June ‘15 Dec ‘15 June ’16 Dec ‘16 Sept‘17 Dec ‘17 June ‘18

July-16: RMHP acquires 27.5% stake in Atterbury

Property Holdings and 10% stake in Brightbridge

Oct 14 - June-15: Brightbridgeacquires 80% stake and

Atterbury Property Holdings and Athol Street Holdings

acquire 10% each in COOP

Oct 14 - June-15: Atterbury Europe B.V. is incorporated, with COOP owning 50% and

50% held by Steinhoff International Holdings N.V.

through Hemisphere

Dec-17: Atterbury Europe B.V. repurchases 50% of its ordinary shares held by Steinhoff Europe

A.G. utilizing funds Atterbury Europe B.V had deposited with Steinhoff Europe A.G.. COOP

thereby becomes a 100% shareholder of Atterbury Europe

B.V.

Feb-18: RMHP subscribes for 43.9% of the shares in Atterbury Europe Holding

B.V.

Feb-18: Atterbury Europe Holding B.V. is

incorporated, holding 100% of the shares in Atterbury

Europe B.V.

June-18: Following an offer process, Atterbury

Europe B.V. repurchases the perpetual preference shares held by Steinhoff

Europe A.G.

June‘14 Dec ‘14

June-14: Brightbridge is incorporated and acquires

stakes in AttAfrica Ltd, New Waverley Holdings Ltd and

EnAtt Ltd

“Brightbridge”: Brightbridge Investments Limited“COOP”: Atterbury Onroerend Goed Houster Europa Cooperatief U.A.“Hemisphere”: Hemisphere International Properties B.V.

Sept-17: Steinhoff International Holdings N.V. transferred its

shareholding in Atterbury Europe B.V. from Hemisphere to Steinhoff

Europe A.G

Page 12: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

11

ATTERBURY EUROPE** | OWNERSHIP STRUCTURE

43.9%

Holding B.V.

Property Holdings

Onroerend Goed Houster Europa Cooperatief U.A.

B.V.

72.5%

10%

56.1%

100.0%

Atterbury Europe

Debt instrument*Athol Street

Holdings Limited

10%

Equity instrument*BrightbridgeInvestments

Limited

Management related entities

10%

90%(a)

80%

(a) ‘Management related entities’ include management, staff and founders of Atterbury Property Holdings. The balance is held by third parties that RMHP has verified, based on RMHP’s due diligence performed at the time of the transaction, are not related, whether directly or indirectly, to Markus Jooste or Steinhoff.

* Financial instruments which, over time, could result in an increased direct shareholding. At this stage, the possible increase in shareholding is not quantifiable or certain.

** Atterbury Europe has no tenant nor property exposure to Steinhoff.

27.5%

73%(a)

Page 13: PowerPoint Presentation€¦ · 3-1,000. 2,000. 3,000. 4,000. 5,000. Jan-11. Jan-12. Jan-13. Jan-14. Jan-15. Jan-16. Jan-17. Jan-18. Original funding and interest. FirstRand Total

12

DISCLAIMER

The information contained in this document has been prepared by the RMH Board for illustrative purposes only

No information, including any financial information, set out in this document should be construed as a trading update, profit forecast or estimate or an

expectation regarding future performance of the company or prediction of market conditions which may impact the company

The information should not be regarded as advice nor a recommendation to investors or potential investors in relation to holding, selling or purchasing

RMH shares and does not take into account any investor’s particular investment objectives, financial situation or needs

Before acting on any information investors or potential investors should consider the appropriateness of the information having regard to these matters

and should seek independent financial advice regarding in which manner the information may affect their particular investment situation