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Performance creates trust
Index Certificate on the Solactive Global Spin-Off Performance Index
Adding value to portfolios with
spin-offs
Product presentation – Solactive Global Spin-Off Performance Index Page 2
Contents
� Background – what is a spin-off?
� Investment case – spin-off companies
� Solactive Global Spin-Off Performance Index
� Certificate solution: index certificate
� Risk factors
Product presentation – Solactive Global Spin-Off Performance Index
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index Page 3
Background – what is a spin-off?
Definition according to Gabler’s business dictionary:
“The hiving off of an organisational unit from an existing corporate
structure by establishing an independent company.”
Product presentation – Solactive Global Spin-Off Performance Index
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
IPOs and spin-offs – a comparison
IPO Spin-off
Share tender (from the investor’s
perspective)
Voluntary (investors are actively
sought via the offer price and growth
potential – buying the shares is a “voluntary” decision)
Involuntary (from the start of the first
day of trading, the group of investors
mandatorily comprises the shareholders of the parent company)
Possible reasons for an IPO / spin-off
from the company’s perspective
• Capital requirement
• Company sees itself between “fairly
valued” and “overvalued”
• Focus on core business
• Splits off business areas that are
unprofitable by comparison within the group
• Reduces the conglomerate discount
of the parent company
Market environment As a general rule of thumb: the better
the market trend, the more IPOs are
staged.
Depends on individual market phases
Media reporting / analyst coverage Extensive, once a certain size has been
reached
Initially low to virtually non-existent
Treatment in indices There is often a fast entry rule in place
(the companies are rapidly admitted to
the indices at a premium in the initial days of trading)
Frequently a “fast exit” at the close of
the first day of trading, given that it
no longer fits thematically or is not big enough -> selling pressure
Consequences for investors A lot of speculation in the share price –
significant potential for negative
surprises
Scarcely any speculation in the share
price – significant potential for
positive surprises
Page 4
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Possible reasons for a spin-off
Management believes that…
� the business unit is no longer a strategic fit with the parent company.
� the parent company is not appropriately valued owing to the business unit that
is to be spun-off.
Page 5
Where the valuations of the parent company and subsidiary
are concerned, the sum of the individual parts is greater
than the value of the conglomerate.
Product presentation – Solactive Global Spin-Off Performance Index Page 6
Contents
� Background – what is a spin-off?
� Investment case – spin-off companies
� Solactive Global Spin-Off Performance Index
� Certificate solution: index certificate
� Risk factors
Product presentation – Solactive Global Spin-Off Performance Index
The market environment for mergers & acquisitions is currently very favourable
� Low interest rates, high valuations and improved economic outlook create a good
environment for capital market transactions.
� The number of IPOs rose by 3% worldwide in 2013, while issue volume was up by
some 27%. The US market and Asia have been particularly dynamic.
� Ernst & Young expects a clear increase in the number of IPOs worldwide in 2014.
� Global M&A activity rose by 18% from Q2/13 to Q3/13 and by 36% YoY. The US
accounts for 48% of the global M&A volume.
Sources: Ernst & Young, 2013 Global IPO update, Bloomberg: Mergers & Acquisitions Rankings Q3 2013.
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Spin-offs take place in every market phase, and can add value for investors
� There has been a significant increase in the number of spin-offs on the US
market alone over the past few years.
� Spin-Off Advisors LLC – an independent research firm – puts the market volume
of the 37 US spin-offs in 2012 at USD 187 billion.
� Spin-offs allow investors to profit from a possible rise in the share prices of
both the parent and the new company.
Page 8
Spin-offs often post better share price performance than their
parent companies.
Source: www.spinoffadvisors.com
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Performance of selected spin-offs since 2011 vs their parent companies
Page 9
Source: Bloomberg; as at 30.12.2013
56.08%
24.73%
194.72%
68.81%
197.41%
157.45%
71.83%
27.84% 25.17%37.42%
127.03%
33.94%
0.00%
50.00%
100.00%
150.00%
200.00%
Share price gains of subsidiaries (left) and their parents (right) in % – since spin-off
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
The spin-off effect
� At the start of their independence, spin-offs initially appear “orphaned”.
They are not in investors’ sights.
� Analyst coverage is not yet available.
� Professional investors, such as pension funds, may be forced by their
investment regulations to sell the stock.
� The shares in the newly created subsidiary will not necessarily be listed in
the same index as their parent. This leads to index funds selling the spin-off’s shares.
Page 10
The share price of a spin-off company typically comes under
pressure in the first week of trading.
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Independent academic research shows that…
� … the business areas hived off – the spin-offs – have outperformed the market
over the past three and a half decades
� … spin-offs deliver positive and economically significant excess returns in their first year of trading
� … on an annualised basis, the excess returns are greatest in the first 12months of trading
� … the prevailing belief in the media that the best strategy is to buy spin-offs only after the first six months of trading can be disproved.
Page 11
Source: McConnell/Ovtchinnikov (2004), Predictability of Long-Term Spin-off Returns
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index Page 12
� Spin-offs show weakness in the first five trading days and underperform
the market as a whole.
� Long-term comparisons show that spin-offs reach break-even after around
30 days
Spin-offs show regularity in performance after launch
Source: Credit Suisse, Do Spin-Offs Create or Destroy Value?, Quantitative Research, 06.09.2012
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
In long-term comparisons, spin-offs outperform their parent companies
� After initial weakness, investments in spin-offs show remarkable upside
potential.
Page 13
Source: Credit Suisse, Do Spin-Offs Create or Destroy Value?, Quantitative Research, 06.09.2012
Product presentation – Solactive Global Spin-Off Performance Index Page 14
Contents
� Background – what is a spin-off?
� Investment case – spin-off companies
� Solactive Global Spin-Off Performance Index
� Certificate solution: index certificate
� Risk factors
Product presentation – Solactive Global Spin-Off Performance Index Page 15
Allocation of roles:Solactive Global Spin-Off Performance Index
� The Solactive Global Spin-Off Performance Index is an index provided and
calculated by Solactive AG.
� The index is calculated on the basis of the share prices of the individual index
members. The last known prices are used.
� A specially set-up Index Committee, comprising employees of Solactive AG,
monitors the composition of the index.
� Company selection
� Calculation of the index
price
� Issuance
� Market making
Solactive AG Bank Vontobel
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
The Solactive Global Spin-Off Performance Index
Page 16
You want We offer
� to invest in the “spin-offs”
investment theme
� to profit from possible above-
average share price gains
� to be continually invested in the
latest spin-offs at the right time
� to avoid the spin-off effect.
� a spin-off performance index
focused on the international
markets
� the 20 most recent spin-offs
worldwide brought together in a
dynamic index
� a systematic and transparent
index, unique in the world
� investment opportunities for
private investors in themes that
can be difficult to access.
Product presentation – Solactive Global Spin-Off Performance Index Page 17
� Market capitalisation of at least
EUR 750 million
� Average daily trading volume of
at least EUR 2 million
� The spin-off must have been
listed on the stock exchange
for at least 30 days.
� Unlimited trading for foreign investors.
Composition and selection criteria
� Equally weighted index from a
global equity universe.
� Comprising 20 members with the
most recent spin-off ex dates (as
a rule, the first trading day).
� Quarterly adjustment of members.
� Distributions made by the index
members are reinvested.
Composition Selection criteria
Product presentation – Solactive Global Spin-Off Performance Index Page 18
Contents
� Background – what is a spin-off?
� Investment case – spin-off companies
� Solactive Global Spin-Off Performance Index
� Certificate solution: index certificate
� Risk factors
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Solactive Global Spin-Off Performance Index Index members
Page 19
Source: Bloomberg, Structured Solutions; as at 30.12.2013
Company Sector Country First trading day Parent company
AbbVie Inc. Health care USA 10.12.2012 Abbott Laboratories
Altisource Residential Corp. Financials USA 13.12.2012 Altisource Portfolio Solutions
Caverion OYJ Consumer discretionary Finland 01.07.2013 YIT OYJ
CST Brands Inc. Consumer discretionary USA 17.04.2013 Valero Energy Corp.
Fiesta Restaurant Group Consumer discretionary USA 26.04.2012 Carrols Restaurant Group
Hankook Tire Co. Ltd. Automotive South Korea 04.10.2012 Hankook Tire Worldwide
Kraft Foods Group Inc. Consumer products USA 02.10.2012 Mondelez International
Liberty Media Corp. Class A Communications USA 10.01.2013 Liberty Spinco
Liberty Ventures Consumer discretionary USA 10.08.2012 Liberty Interactive Corp.
Mallinckrodt Plc. Health care Ireland 17.06.2013 Covidien
Murphy USA Inc. Energy USA 19.08.2013 Murphy Oil Corp.
New Residential Investment Corp. Financials USA 02.05.2013 Newcastle Investment Corp.
News Corporation Class A Communications USA 19.06.2013 21st Century Fox
NHN Entertainment Corp. Technology South Korea 29.08.2013 NHN Corp.
OSRAM Licht AG Industrials Germany 07.08.2013 Siemens AG
Pentair Ltd. Industrials Switzerland 01.10.2012 Tyco International Ltd.
SAIC Inc. Consumer products USA 16.09.2013 Leidos Holdings
The ADT Corp. Consumer discretionary USA 17.09.2012 Tyco International Ltd.
WhiteWave Foods Co. Class A Consumer products USA 25.10.2012 Dean Foods
WORLD DUTY FREE SpA Consumer products Italy 01.10.2013 Autogrill SpA
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Solactive Global Spin-Off Performance Index Sector and country allocation
Page 20
Source: Bloomberg, Structured Solutions; as at 30.12.2013
Health care
Communications
Consumer discretionary
Financials
Industrials
Technology
Consumer products
Automotive
Energy
USA
South Korea
Finland
Ireland
Germany
Switzerland
Italy
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Solactive Global Spin-Off Performance Index Index adjusted quarterly
Page 21
Source: Bloomberg, Structured Solutions; as at 30.12.2013
Number of quarterly changes in index mem
bers
Additions and deletions
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Solactive Global Spin-Off Performance Index Backtesting: historical simulation
Page 22
in EUR
Source: Bloomberg, Structured Solutions; as at 30.12.2013Past performance and simulations are not a reliable indicator of future performance.
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Solactive Global Spin-Off Performance IndexPerformance data
Return p.a. Solactive Global Spin-Off Performance Index MSCI World in EUR
1 year 27.38% 22.20%
3 years 44.78% 32.07%
5 years 241.03% 96.05%
Volatility p.a. Solactive Global Spin-Off Performance Index MSCI World in EUR
1 year 13.07% 10.19%
3 years 15.45% 12.41%
5 years 16.83% 14.35%
Source: Bloomberg, Structured Solutions; as at 30.12.2013Past performance and simulations are not a reliable indicator of future performance.
Product presentation – Solactive Global Spin-Off Performance Index Page 24
Product details Solactive Global Spin-Off Performance Index
Investors who want to profit from the upside potential of spin-offs worldwide can participate in the Solactive Global Spin-Off Performance Index simply and transparently using the Vontobel index certificate.
For further information, please visit www.derinet.ch
Product presentation – Solactive Global Spin-Off Performance Index Page 25
Contents
� Background – what is a spin-off?
� Investment case – spin-off companies
� Solactive Global Spin-Off Performance Index
� Certificate solution: index certificate
� Risk factors
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index
Risk factors
■ The investor bears the market risk. The regularity observed in the share price
performance of spin-offs may change at any time.
■ Issuer risk
■ Currency risk
■ No capital protection
Product presentation – Solactive Global Spin-Off Performance Index Page 27
Summary
� Investment hypothesis: where the valuation of the parent company and
subsidiary are concerned, the sum of the individual parts is greater than the
value of the conglomerate.
� Spin-offs often post better share price performance than their parent companies.
� No regional restrictions, international spin-offs taken into account in selecting
the index members.
� Transparent and strictly rule-based index concept.
� Simple market access via an index certificate.
� A cost-effective means of participating in 20 spin-off firms with a single
transaction.
Product presentation – Solactive Global Spin-Off Performance IndexProduct presentation – Solactive Global Spin-Off Performance Index Page 28
Legal notice
This publication is for information purposes only and does not represent an investment recommendation or advice and contains
neither an offer nor an invitation to make an offer. It does not replace the qualified advice necessary before any purchase decision, in particular as regards all associated risks. The Guidelines for Guaranteeing the Independence of Financial Analyses
of the Swiss Bankers’ Association shall not apply. The legally applicable product documentation (listing prospectus) consists of
the definitive term sheet with the final terms and the issue programme registered with SIX Swiss Exchange. This and the
Special Risks in Securities Trading brochure be obtained free of charge at www.derinet.ch or from Bank Vontobel AG, Financial
Products, CH-8022 Zurich (tel. +41 (0)58 283 78 88). Past results must not be regarded as an indication or guarantee of future performance. Structured products are not regarded as collective capital investments within the meaning of the Federal Act on
Collective Investment Schemes (KAG), and are therefore not subject to the approval or supervision of the Swiss Financial
Market Authority (FINMA). The value of structured products may depend not only on the performance of the underlying asset,
but also on the credit rating of the issuer. The investor is exposed to the risk of default of the issuer/guarantor. This
publication and the financial products outlined therein are not intended for persons subject to a jurisdiction which limits or prohibits the sale of financial products or the dissemination of this publication and/or the information contained therein. All
information is provided without a guarantee.
December 2013
© Bank Vontobel AG. All rights reserved.