2. DeA Capital
Company overview
DeA Capital Investments portfolio
Alternative Asset management
2
3. DeA Capital at a glance
DeA Capital is De Agostini Group’s vehicle for alternative investments.
Diversified private equity, permanent capital investor with two lines of
business:
Private Equity investments
Direct: - Exposure to defensive sectors
- International footprint (Western and emerging Europe)
Indirect - Private equity Funds and funds of funds
Alternative asset management business: ~10 bln € under mgmt*g g
Real estate funds (9.5 bln €):
Private equity (1.2 bln € AuM)
Strong and recurrent cash flow generation
Net asset value at 31 March 2012: 701 mln €; 2.51 € per share
3* As of March 2012
4. A balanced business model: investments and asset management
Alternative asset
management
Private equity
1. Direct investments
Mgmt of Private equity funds, FoFs,
Real estate funds,
RE services
co-control or coinvestment
medium term horizon
controlling stakes
core business
Private healthcare
€ 2 b
Food retail
€ 2 4 b l
€ 9.5 bn AuM € 1.2 bn AuM
~€ 2 bn revenues € 2.4 bn sales
Consumer credit
- 23 RE funds - 2 PE funds of funds
- 2 thematic funds
€ 71 mln mgmt fees in 2011
Managed by the Group’s asset
management companies
2. Fund Investments
4
5. DeA Capital strategy
• Migros: targeting an exit in the short term, depending
on market conditions
Exit from
P i t E it • GDS: exit unlikely in the short term. Options available
for deleverage through increased FCF
generation/disposals and visible value enhancement
before exit
Private Equity
Investments
• Full visibility of results in DeA Capital’s P&L from 2012y p
• Stable cash flows
• Further external growth/consolidation
• Gradual elimination of discount to NAV
Focus on Alt.
Asset Mgmt
• Dividend distribution to be considered when an exit is
Di id d completed
• Going forward, profits from AAM will provide a further
source for distributions
Dividend
policy
5
6. Free float
24 1%
Independent Board members: 3 out of 9
DeA Capital: shareholder structure and corporate governance
DEB
Holding*
3 8%
24.1%
Independent Board members: 3 out of 9
Remuneration Committee (2/3 independent)
Audit Committee (2/3 independent)
Investments for 100+ mln need to be approved by the
De Agostini
Treasury
stock
Mediobanca
4.8%
3.8%
pp y
BoD. All investments are preliminarly reviewed by an
internal committee.
Voting system: slate system. Slates can be presented
by shareholders that own at least 2.5% of the share
De Agostini
SpA
58.3%
stock
9.0% capital and entitle the 2nd largest slate to appoint one
Board member
Star segment listing: commitment to open and constant
communication, stock liquidity Only ordinary shares
Top Management:
Lorenzo Pellicioli – Chairman: CEO of De Agostini, Chairman of Lottomatica, member of the Executive Committee of Generali
Paolo Ceretti – CEO: General Manager of De Agostini, Board Member of DeA Editore, Lottomatica, GdS, Zodiak.
E i d d lifi d i B d bExperienced and qualified non-executive Board members:
Lino Benassi: Member of the Executive Committee of De Agostini SpA, former CEO of Intesa/BCI and INA
Rosario Bifulco: Founder/vice Chairman of Humanitas (hospital), Chairman of Sorin (pharma)
Claudio Costamagna: former head of EMEA Investment banking of Goldman Sachs, previously at Citigroup and Montedison
Severino Salvemini: professor at Università L. Bocconi in Milan
Daniel Buaron: Founder of First Atlantic Real Estate, Board member of IDeA Fimit
Marco Drago: Chairman of De Agostini SpA
Roberto Drago, Marco Boroli: Executive Board Members of B&D Holdingg , g
* A company belonging to Mr. Daniel Buaron. Data as of 31 March2012
6
7. Included in LPX50 Index
• Since December 2008 Dea Capital was included in the LPX50 Index.p
• LPX 50 is the most widely used global listed private equity stock index. Its
geographical composition is: 35% Europe ex-UK, 32% North America, 15% UK, 7%
Asia, 2% South America.
• Among the main index components are: Eurazeo, Wendel, Ratos, Partners Group,
Onex 3i Apollo Jafco Blackstone GIMV China Merchants Electra SVGOnex, 3i, Apollo, Jafco, Blackstone, GIMV, China Merchants, Electra, SVG,
Pantheon, Ares Capital, Gladstone Capital.
• LPX GmbH is a provider of Private Equity Research and a family of indicesp q y y
representing the Listed Private Equity (LPE) universe. Due to the liquidity of the
underlying constituents LPX indices are the foremost investable, tradable and
transparent benchmarks for the Private Equity asset class. Based on profound
d h d h k G b dacademic research and a comprehensive network in practice, LPX GmbH provides
services in the following areas: Benchmarking, Asset Allocation, Research and
Financial Products. www.lpx.ch
7
8. De Agostini
De Agostini is a family-owned financial conglomerate active in 66 countries worldwide
with 2011 revenues of over € 5 bln. The Group is focused on 4 key sectors
Drago familiesBoroli families
Publishing Media&Communication Gaming and services Finance
~2.4% stake in Generali
Publishing Media&Communication Gaming and services Finance
Lottomatica (59.7%)
GTECH (100%)
DeA Capital (58.3%)
IDeA Capital Funds SGR
Zodiak Media Group
(71.3%)
Direct Marketing
Partworks
p
(100%)
Libri
IDeA Fimit SGR
(61.3%)
Antena 3 (22.3%)
8
9. De Agostini financial investment track record
10-year track record in PE investment (Seat, Toro, Eutelsat, funds). Alternative investments,
PE in particular, traditionally contributed to the optimal allocation of the Group’s resources,
enhancing shareholder returns and created a valuable network of relationships with major
sector players.
Seat (yellow pages, info services) 1997-99 ~€ 285 mln 2000 235%
Main direct investments Exit IRRInvestmentYear
(y p g ) 235%
Matrix (web portal, services) 1999-03 ~€ 50 mln 2004 104%
E telsat 2003 € 200 l 2004 31%Eutelsat (satellite) 2003 ~€ 200 mln 2004 31%
Limoni (retail) 2000 ~€ 30 mln 2006 13%
Toro (insurance) 2003 ~€ 800 mln 2006 37%
Indirect investments InvestmentPeriod
PE funds and F. of Funds 2001-current >€ 400 mln
Indirect investments InvestmentPeriod
9
10. A strong network of relationships
Links with Private
Equity Funds
Strategic presence
in key sectors
High-profile senior
management and
Board members
•High-quality deal flow
•No need to rely solelyo eed to e y so e y
on competitive bidding
De Agostini has
traditionally acted as an
De Agostini holds
controlling or significanttraditionally acted as an
investor in global private
equity funds and as a
coinvestor along with
them
controlling or significant
stakes in companies
operating in key sectors
in Southern Europe
Strong relationship
with major
commercial and
investment banks
10
investment banks
11. DeA Capital
Company overview
DeA Capital Investments portfolio
Alternative Asset management
Key financialsKey financials
11
12. Generale de Santé: leader in French private healthcare
The largest French network of private healthcare clinics:
Santé Holdings S.r.l.
Mr. Antonino Ligresti
DeA CapitalMediobanca
47 00 %
The largest French network of private healthcare clinics:
61 clinics, 4 radiotherapy centres and 25 psychiatric
clinics located in France
20 rehabilitation centres
wide coverage of France with a marked concentration in
i i
Santé SA
9.99 %
100.00 %
Santé Développement Europe
SAS
(“Bidco”)
Market
47.00 %
43.01 %
nine regions
a capacity of over 14,000 beds and places
5,500 independent doctors specialising in all fields
Covering a wide range of hospital care services:
Générale de Santé
24.2%
( Bidco )
59.8%
16.0 %
Healthcare services including acute care (>80% of
revenues), oncology/dialysis, psychiatry, rehabilitation.
2011 GDS key figures
Revenues
€ 1 955 l
EBITDAR
€ 398 l
Net Financial Pos.
8 l
EBITDA
€ 2 9 l
Recurrent EBIT
€ 2 l
Net profit
€ 2 l *€ 1.955 mln € 398 mln -854 mln€ 249 mln € 125 mln € 25 mln*
12 * Before impairment of goodwill
13. Investment attractions Value drivers
Generale de Santé: refocusing the business model
Safe sector: ~100% social security coverage;
systematic use of additional healthcare insurance
policies (ca. 80% of French pop.)
Investment attractions Value drivers
Disposal of non core businesses, restructuring
(completed: disposal of clinics in Italy, home care and
clinical labs in France)
Healthy growth: ~3/4% growth p.a. in past 5 yrs,
due to medical progress, ageing population
Barriers to entry: due to heavy regulations, cost
of new hospitals
Regrouping of structures to achieve economies of
scale and grow revenues, to be completed in 2012.
Reorganisation of MSO and rehab clinics into
21 poles
of new hospitals
Increasing importance of role of private
sector (but still only slightly over 20% of hospital
care expenditure)
Efficiency improvement in purchases/overheads
(mainly for acute care), corporate costs and capex
Real estate ‘sale and rental’: two large deals
already completed in 2007 and ‘08. ca. 600 mln €
ll h b l h GDS strong market position (it is by far the
largest private clinics network in France
Further sector consolidation expected: 80%
of structures have less than 100 beds.
properties still in the balance sheet
Revenue growth: market share, capacity increases,
regroupings drive volume growth and compensate for
current tough pricing environment in France
Targets
organic revenue growth and EBITDA margin
improvement
free cash flow, real estate and non core asset
disposals to drive gradual deleveraging
13
p g g g
14. Migros Turk: a leading player in Turkey’s food retail
Turkey’s largest supermarket chain:
after disposal of Sok (discount stores), 718
stores in Turkey at the end of December 2011
Presence (27 stores) in other neighbouring
countries (Azerbaijan Kazakhstan Macedonia
Deal structure:
DeA Capital has a 17% stake in a consortium
led by BC Partners
DeA Capital initial equity investment: 175 mn €
In April 2011 the consortium reduced its stakecountries (Azerbaijan, Kazakhstan, Macedonia,
Kyrgyzistan)
Total selling area: ca 800k sqm
Market:
O i d t il k t t d t
In April 2011 the consortium reduced its stake
in Migros from 97.9% to 80.5% by selling to
institutional investors
Discount stores sold for 600 mln YTL
Dividends cashed in by DeA to date: 71 mn €
Leverage: Debt/EBITDA ca 4x Organized retail market expected to grow
strongly in the next few years
Share of organized retail on total grocery sales
ca. 45% vs >80% in the main Western European
countries
Leverage: Debt/EBITDA ca. 4x
Strategy:
Maintain and strengthen leading position
among supermarket chains, accelerating network
expansion (100/year) Turkish economy still has a significant growth
potential, in spite of current global crisis
2011 Migros financials (TRY IFRS)
expansion (100/year)
Implement cost cutting initiatives and improve
supply chain
2011 Migros financials (TRY, IFRS)
Sales
5.753 YTL bln +10%
EBIT
232 mln
Net Fin. Position
-1.6 bn
EBITDA
386 mln
# Stores
745
14
15. The value of two unique assets
Generale de Santé Migros
Market position Largest private healthcare
operator in France (17% share)
Largest supermarket chain in
Turkeyoperator in France (17% share) Turkey
Market structure Dominated by public hospitals (ca
70-75%), private still fragmented.
Regulated sector: very high
b i t t
55% of sales still made via
traditional retail; few international
operators with a significant presence
(C f T )barriers to entry (Carrefour, Tesco)
Main competitors Largest competitor’s size is less than
half GdS (Vitalia)
Carrefour (hypermarkets), Tesco
(supermarkets), BIM (discount)
Main attractions of
the asset
Only private healthcare operator in
France managed as a single-brand
group; main entry point for large
investors, sector players. Non-
Largest supermarket chain in a fast
growing market; main entry point for
large investors, sector players. Non-
replicable asset: valuationesto s, secto p aye s o
replicable asset: valuation
premium justifiable on an
industrial basis
ep cab e asset a uat o
premium justifiable on an
industrial basis
D A C it l Major shareholder in Santè SA Co investor (17%) in KenanDeA Capital
position
Major shareholder in Santè SA
with 43% stake (Santè owns ~84%
of GdS), with equal rights to main
shareholder (47%)
Co-investor (17%) in Kenan
(which owns 80.5% stake).
Corporate governance, tag-along,
drag-along rights.
15
16. FundFund investmentsinvestments:: OpportunityOpportunity FundFund 11 –– focus onfocus on ItalianItalian midcapsmidcaps
Élite partnerships: IDeA Opportunity Fund I makes minority private equity co-investments
alongside top-tier professional investors
Type of deal: mainly medium sized LBOs including expansion capital, change of control,
refinancings follow-on investments corporate re-organizations and build-ups No early stage norefinancings, follow-on investments, corporate re-organizations and build-ups. No early stage, no
real estate
Existing investments: 5% stake in Giochi Preziosi (Sector: Toys; other investors: Clessidra,
Intesa Sanpaolo); 4% stake in Manutencoop Facility Management (other investors: PEP, MPS
Venture, Unipol); 9.2% stake in Grandi Navi Veloci (Sea transport; other investors: Investitori, p ); ( p ;
Associati IV, Charme); Euticals (pharma sector – conv. Bond; others: PEP); 9,1% stake in Telit
(M2M wireless technologies; others: institutional investors, management).
Authorized by Banca d’Italia on 3rd January 2008. July ‘09: 3rd and final closing at € 217 mln
(52% called so far). Management team: IDeA Capital Funds. DeA Capital investment: 36,2
mln € (book value).
16
17. Fund investments: IDeA 1Fund investments: IDeA 1 –– Italy’s largest PE fund of fundsItaly’s largest PE fund of funds
Final closing of €681 million atLP Breakdown after final closing Current Asset Allocation by Type
Insurance co
21%
Family office
13%
April 2008
Part of Italy’s largest FoF
program, that also includes theSmall buyout
14%
Asset-based
PE 6%
Expansion 9%
Venture Cap.
5%
B k /FiFoundations
HNWI 22%
p g ,
ICF 2 fund, worth 281 mln €
Commitments in 42 funds worth
over €650 mln Exposure to >429Large buyout
14%
Special
situations
18%
Banks/Fin.
Instit. 33%
Foundations
12%
over €650 mln. Exposure to >429
companies and 30 distressed debt
positions. ~40% acquired on the
secondary mkt
Access to top-performing private equity funds
Large buyout
15%Mid buyout
32%
y
Vintage diversification: from
2000 to 2011
European Private Equity US Private Equity
Investments = 76% of fund size.
Ca. € 215 mln distributions
received since launch, and 104 mln
distributions made to LPsRest of the World Private Equity/VC distributions made to LPs
Net IRR since inception: 2.6%. 1st
quartile in Europe (FoFs)
Rest of the World Private Equity/VC
DeA Capital investment: 94 3 mln € (book value)
17
DeA Capital investment: 94,3 mln € (book value)
18. ICF 2 is a global fund of private equity funds, managed by IDeA Capital Funds. The Fund targets both the
Fund investments: ICF II – the second PE fund of funds
g p q y , g y p g
primary and the secondary market.
Target geo breakdown Target Asset Allocation
Credit,
Special
situations,
Expansion, VC
50%
US 33%
RoW
33%
Mid-small
buyout 50%
Europe 33%
E i ti it t t 65% f f d i it l ll t d 16% Existing commitments at ca. 65% of fund size, capital calls at around 16%.
Funds include Levine Leichtmann Capital Partners IV (US); 21 Centrale Partners IV (France), Apollo
Overseas Partners VII, Affinity Asia Pacific III, Oaktree Principal V, Citic Capital China Partners II, Nazca
II&IIIII&III.
Net IRR since inception: 8.3%
Authorized by Banca d’Italia on 24th February 2009. April ‘09: 1st closing at € 150 mln; Sept. ‘10: final
18
closing at € 281 mln.
19. DeA Capital
Company overview
DeA Capital Investments portfolio
Alternative Asset management
Key financialsKey financials
19
20. Why Alternative Asset Management
•Still high savings rate; number of HNWI increasing/stable
•AAM industry highly fragmented and inefficient
•Lack of multi-asset platforms
L i tit ti l i t l k t t d h t
Italian
Market
f •Large institutional investors lack a structured approach to
alternative investments
features
•Financial crisis shifted investor focus on independence, absolute
return objectives, risk management
•Regulations drive separation of asset managers from banks
•Private pension system increasingly important and able to
Market
Di ti it
Private pension system increasingly important and able to
diversify portfolio through alternative investments
•Properties held by PA, banks and institutional investors in need
of professional management
Discontinuity
Private equity in Italy Real estate in Italy
• 29 bln € AuM with >150 operators
• Largest asset managers have 2-5 bln
AuM
• Banks/Insurers underinvested
• 45 bln € AuM with 305 funds,
expected at 100 mln by 2015*
• Gap vs EU countries: 96 bln AuM in
Germany. No REITs
20 * Scenari immobiliari 2011
21. Private equity fund management
ID A C it l F d SGR f d d i 2006 d h b It l ’ l d i th t f i t IDeA Capital Funds SGR was founded in 2006 and has become Italy’s leader in the management of private
equity funds of funds. It also manages two “thematic” funds and it plans to further expand this product line.
With over €1.2 bn under management as of 31 December 2011, it is one of the largest alternative
investment groups in Italyinvestment groups in Italy.
FUNDS MANAGED:
IDeA 1 Fund of funds: Italy’s largest PE fund of funds. 681 mln €
ICF 2: the second FoF of IDeA’s program . 281 mln €
IDeA Opportunity Fund 1: mid-sized LOBO coinvestment fund. 217 mln €
IDeA Efficienza Energetica e Sviluppo Sostenibile: the new thematic fund focused IDeA Efficienza Energetica e Sviluppo Sostenibile: the new thematic fund focused
on services and technologies for energy saving and renewable energy
DeA Capital acts both as an investor in products managed by IDeA Capital Funds and as a 100%
shareholder in the mgmt company, thus being exposed to the asset management business returns
21
22. Real Estate fund management: IDeA Fimit in a nutshell
9.5 bln €
AuM
# 1 in
Italy
23
funds
21% mkt
share
2011 fees
59 mln €
• Deal creates largest Italian player, with a high quality fund portfolio, focused on large Italian
AuM Italy fundsshare 59 mln €
g p y , g q y p , g
cities and offices/bank branches (over 75% of total)
• Leverage on strategic role of IDeA FIMIT’s other institutional shareholders for developing
new initiatives in the Italian market: new funds focused acquisitionsnew initiatives in the Italian market: new funds, focused acquisitions
• Critical mass enabling IDeA FIMIT to gradually expand to other markets (Europe, US), by both
offering “Italian products” and diversifying its portfolio’s geography.
22
23. IDeA FIMIT: a solid shareholder base, a strong investor base
INPS Enasarco
IdeA FIMIT Institutional Investor baseIdeA FIMIT SGR Shareholder structure
P iF d iINPS
29.7% 6.0% Inarcassa
3.0%
Other
0.1%
Pension
funds (Enti)
66%
Sovereign
funds
Foundations
3%
HNWIs
3%
2%
DeA Capital
61.3%
Banks
13%
Corporates
7%
Insurance Cos
6%
23
…..+ over 70,000 retail investors
24. A strong market position and a positive track record
ITALY RE ASSET MANAGERS (AuM € bln)ITALY RE ASSET MANAGERS (AuM € bln)
9.5AuM
NAV
6 4
AuM 4.6
NAV
NAV
6.4
2.1
2
Capitalising on
domestic strengths
to become a
l bAuM
AuM
4.5
4 5
NAV 2.7
3
4
European player, by:
1) Offering italian funds
to foreign investors
willing to «comeAuM
AuM
4.5
4.0
NAV
NAV
3.2
2 3
4
5
willing to «come
back» to our country
2) Gradually creating a
presence abroad to
NAV 2.3
IRR to 31 December 2011
find investment
opportunities in
foreign real estate
for Italian investors
10.34% 10.36% 18.56% 18.97% 11.18% 8.46% 13.62%
24
25. A high quality asset portfolio
F d th t ti i l ti 60% f t i R d Mil• Focused on the most prestigious locations – 60% of assets in Rome and Milan
• Focused on offices, negligible exposure to residential
• Over 80% of space is rented
33,6
Asset breakdown by destination
331,0
14,2
3.454,6
82,0
344,6
266,3
Offices
57.9%
Other
8 3%27,6
248,8
271,8
75,3
44,5
Healthcare
0.5%
8.3%
3.005,7
0,2
156,1
0,6
14,7
Bank
branchesRetailIndustrial
Hotels
5 1%
Residential
2.5%
58,6
249,0
12.9%
Retail
8.0%
Industrial
4.7%
5.1%
25
43,9
26. Disclaimer
This presentation contains statements that constitute forward-looking statements regarding the intent, belief or
current expectations of the DeA Capital (“the Company”) with respect to the financial results and other aspects of
the Company's activities and strategies.
Such forward looking statements are not guarantees of future performance and involve risks and uncertainties,
and actual results may differ materially from those in the forward looking statements as a result of various
factors.factors.
Analysts and investors are cautioned not to place undue reliance on those forward looking statements, which
speak only as of the date of this presentation. DeA Capital Spa undertakes no obligation to release publicly the
results of any revisions to these forward looking statements which may be made to reflect events and
i t ft th d t f thi t ti i l di ith t li it ti h i th C ’circumstances after the date of this presentation, including, without limitation, changes in the Company’s
business or investment strategy or to reflect the occurrence of unanticipated events.
Analysts and investors are encouraged to consult the Company's Annual Report as well as periodic filings, press
releases and all documentation made publicly available on the website www.deacapital.it.
The Manager responsible for the preparation of company accounting statements Manolo Santilli declares inThe Manager responsible for the preparation of company accounting statements, Manolo Santilli, declares in
accordance with paragraph 2 of article 154 of the Consolidated Finance Act that the accounting information on
DeA Capital included in this document corresponds to registered company accounts, books and records.
26