Solution Manual for Principles of Corporate Finance 14th Edition by Richard B...
Tip incontri investitori istituzionali Londra (19-5-2015)
1. London May 19, 2015
«We should all feel nothing but shame
for the reputation that finance has
earned itself in the last few years, but if
you manage to guide healthy capital from
successful businesses and the assets of
families that wish to invest them
intelligently in companies that really
want to grow, you are genuinely doing
one of the most beneficial jobs in the
world».
@TamburiTip
2. Tip – numeri chiave
club deals
TIP direct investments
Divestments for more than 275
million Euro over the period
Capital gains of around 100
million Euro over the period
Capital gains obtained in 80% of
divestments
TIP today
2
Data in million Euro
**
*Including commitment for Digital Magics capital increase (ongoing) and agreement for further investment in Be (May 2015)
**Including the agreement related to Hugo Boss the total amount could be considered around 2 billion Euro
125
146
239
116
47
157
129
46
124
279
95 1.503
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total
61
61
55
70 9
74
43 14
69
111
82 649
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total
*
3. Tip – numeri chiave
~ 58 million Euro*
since 2010
~ 57 million Euro*
since 2007 (5 investors)
~ 12 million Euro*
since 2007
120 million Euro
since 2014 (19 investors)
~ 70 million Euro*
since 2015
~ 390 million Euro*
since 2002
(6 investors init.)
~200 million Euro*
since 2013 (7 investors)
~ 40 million Euro*
since 2011 (4 investors)
~ 240 million Euro*
since 2010 (3 investors)
~ 30 million Euro
since 2013 (5 investors)
~ 140 million Euro
since 2014 (> 40 investors)
100 million Euro
Shares, mandatory
convertible and bonds
*consensus value - for listed companies - as reported on Bloomberg
**without considering any agreement with third parties
1,4 BILLION EURO OF
INVESTMENTS CONSIDERING
DIRECT INVESTMENTS AND CLUB
DEALS
ABOUT 150 ENTREPRENEURIAL
FAMILIES AS SHAREHOLDERS
2
**
4. Tip – numeri chiaveDynamism
(data in million Euro)
4
*600.000 shares acquired
**Commitment amount for capital increase
***Commitment for a further investment
2013
2014
2015
. T . I . P . O .
TIP - PRE IPO S.P.A.
Bond TIP
2014-2020
14,5 42,0
100,9
140,0
120,0 33,6
100,0
43,2 15,3
~100 18,0
Investments / club deals
Divestments (TIP stake)
Bond issuance
*
18,4
62,5
3,1 n.c. 2,5
** 4,0
***
5. Tip – numeri chiaveportfolio companies dynamism and development
M&A transactions completed by
investee companies since TIP / TIPO
entrance in share capital
5
Since TIP/TIPO first investment the total aggregate of the investee companies has:
Increased in terms of annual revenues, from 10,1 to 13,4 billion Euro (+33,6%)
Increased in terms of annual Ebitda, from 1,5 to 2,0 billion Euro (+32,1%)
Increased in terms of number of employees, from about 44.000 to about 55.000 (+24,6%)
Since TIP/TIPO first investment the total aggregate of the investee companies has:
Increased in terms of annual revenues, from 10,1 to 13,4 billion Euro (+33,6%)
Increased in terms of annual Ebitda, from 1,5 to 2,0 billion Euro (+32,1%)
Increased in terms of number of employees, from about 44.000 to about 55.000 (+24,6%)
1 1
8
7
7
4
5
9
8
14
3 67
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total
6. Tip – numeri chiave
*considering the intrinsic value: analytical valuation of the assets elaborated based on investee companies’ forecasts
Investments to date, including club deals ~1,5 billion Euro (around 2 bln incl. Hugo Boss agreement)Investments to date, including club deals ~1,5 billion Euro (around 2 bln incl. Hugo Boss agreement)
Investments in 11 companies with worldwide leadership positionsInvestments in 11 companies with worldwide leadership positions
Average Ebitda margin of the main investee companies above17%Average Ebitda margin of the main investee companies above17%
During the last years the industrial “content” of TIP has been*: (i) technology: between 25% and 41%;
(ii) luxury/ fashion/ design: between 12% and 29%; (iii) healthcare / third age: between 10% and 17%;
(iv) other industries: between 16% and 27%; (v) cash: between 4% and 17%.
During the last years the industrial “content” of TIP has been*: (i) technology: between 25% and 41%;
(ii) luxury/ fashion/ design: between 12% and 29%; (iii) healthcare / third age: between 10% and 17%;
(iv) other industries: between 16% and 27%; (v) cash: between 4% and 17%.
Key figures
6
Aut/ wint. 2015
AAA (TIPO)AAA (TIPO)
2017
CLUBITALYCLUBITALY TXRTXR iGuzzini (TIPO)iGuzzini (TIPO)
2017/2018 2018/2019
HYPOTHETICAL IPO PIPELINE
7. Tip – numeri chiaveResults
CAPITAL GROWTH
*Consolidated group equity (including minorities)
Average net profit in the last 5 years
16,5 million Euro
Aggregate net profit of the last 5 full years
82,5 million Euro
*Capital gain from Printemps divestment of 31,9 million Euro
Data in million Euro
5 YEARS OF PROFITS
7
*
*
197,7
175,2
211,3
360,0 354,3
458,6
140,0 150,6
181,4
402,3
426,8
580,0
31/12/10 31/12/11 31/12/12 31/12/13 31/12/14 31/3/15
Net equity Investments
10,2
2,6
9,3
31,8
28,5
15,0 15,4
2010 2011 2012 2013 2014 IQ
2014
IQ
2015
Pre tax profit
8. Tip – numeri chiave
8
Book value
Consensus
estimates1
Amounts related to cash have been calculated net of short-term financial liabilities and gross of bonds outstanding due to their long-term nature.
1. Consensus estimates: includes the analytical valuation of each investment based on analyst estimates (Bloomberg) as at March 31, 2015.
2. Intrinsic value estimates: analytical evaluation of each investment elaborated by TIP considering the medium-term outlook of the companies.
Assets
Data in million Euro
~390
~ 600
Intrinsic value estimates2
>750
Obb., az. proprie,
div. advisory,
altro
>750
8
Hugo Boss
Moncler
Interpump
Prysmian
Amplifon
Eataly
Roche
Bobois
Be
Bolzoni
Noemalife
Other
Cash
available
Since
2007 /
2008
Since
2010
Since
2011
Since
2012
Since
2013
Since
2014
Since
2015
Bonds, treasury
shares, advisory
div., other
Technology
Luxury /
fashion /
design
Healthcare
and third age
Special food
& retail
Other
Cash
9. Tip – numeri chiave
40 INVESTORS ALMOST ALL
FAMILY OFFICES
COMMITTED CAPITAL OF 140
MILLION EURO
TARGET COMPANIES WITH
REVENUES BETWEEN 30 AND
200 MILLION EURO, EBITDA
MARGIN HIGHER THAN 9/10%,
SOLID FINANCIAL SITUATION,
WITH THE INTENTION TO GO
PUBLIC IN THE FOLLOWING 5
YEARS
TIPO
1.400 COMPANIES IDENTIFIED
~300 COMPANIES TO ANALYSE
~120 DOSSIERS PREPARED
~60 COMPANIES ALREADY
CONTACTED
7 OFFERS ALREADY ISSUED
THE FIRST MONTHS
INVESTMENT IN AAA IN Q1
2014 - AAA IPO PROCESS FOR
LISTING ON NASDAQ IS
EXPECTED FOR NEXT AUT./WINT.
INVESTMENT IN IGUZZINI
ILLUMINAZIONE (14,29%)
TRANSACTIONS
7 TIPO
9
10. Tip – numeri chiave
Throughout this investment TIP enters into the promising market of start-up, seed capital
and early stage, deals that recently has demonstrated great dynamism in Italy too.
Throughout this investment TIP enters into the promising market of start-up, seed capital
and early stage, deals that recently has demonstrated great dynamism in Italy too.
Open innovationOpen innovation
Innovation hub
Acceleration servicesAcceleration services
Seed fundingSeed funding
Events and educationEvents and education
Coworking and community
services
Coworking and community
services
Support the growth of
excellent companies
Support the growth of
excellent companies
Advisory and support on
corporate finance issues
Advisory and support on
corporate finance issues
Network of investors,
startuppers and stakeholders
Network of investors,
startuppers and stakeholders
10
11. Tip – numeri chiave
11
30.4.2015 the total return for shareholders in the last 5 years has been about 193%30.4.2015 the total return for shareholders in the last 5 years has been about 193%
30.4.2015 the annual average total return for shareholders has been about 39%30.4.2015 the annual average total return for shareholders has been about 39%
In 95% of days of the 5 years ending 30.4.2015 TIP has overperformed:
Stoxxs Europe index
MSCI Europe index
MSCI small cap index
IT Star
Ftse Mib
Ftse Italian Small cap
In 95% of days of the 5 years ending 30.4.2015 TIP has overperformed:
Stoxxs Europe index
MSCI Europe index
MSCI small cap index
IT Star
Ftse Mib
Ftse Italian Small cap
In the last 5 years the performance of the warrant - freely assigned to the shareholders
on March 8, 2010 - since the first trading day has been of 2.945,7%.
Volatility in the 5 years ending 30.4.2015 has been around 19,9% (vs 26,7% of Ftse Mib).Volatility in the 5 years ending 30.4.2015 has been around 19,9% (vs 26,7% of Ftse Mib).
Last 5 years total return
11
Source: TIP estimates based on Bloomberg data as at 30.4.2015
12. Tip – numeri chiave
12
outperformance and medium-term
stability
Stock performance in the last 5 years
Market cap. ~500 million EuroMarket cap. ~500 million Euro
12
Source: TIP estimates based on Bloomberg data as at 30.4.2015
FTSE MIB
+6,9%
FTSE Small Cap
-13,7%
MSCI Small Cap
+67,2%
IT Star
+119,1%
MSCI Eur
+49,9%
Stoxx Eur
+62,7%
+180,0%
0,500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
3,55 euro
As at 30.4.2015
IN 95% OF DAYS TIP HAS OVERPERFORMED
THE MAIN INDEXES
13. Tip – numeri chiave
Last reports on
TIP share
3,86 Euro
15 / 5 / 2015
4,05 Euro
11 / 5 / 2015
Source: TIP estimates based on Bloomberg data as of 30.4.2015
Volumes and target price
13
178.830
229.005 208.746
275.483
369.620
429.855
585.249
604.731
857.648
1.243.192
135
191
204
247
356
-
50
100
150
200
250
300
350
400
-
200.000
400.000
600.000
800.000
1.000.000
1.200.000
1.400.000
Last 3 years Last 2 years Last year Last 6 months Last 3 months
TIP volumes (#) Value of daily trading exchange (Euro) Number of trades (#)
14. Tip – numeri chiave
Given the great efficiency of the instrument (for the shareholders and for TIP), the
outstanding performance (2.945,7%) of 2010-2015 warrants and the fact that the last exercise
period is during June 2015, in order to keep in place such a flexible and market friendly
instrument, it has been approved by the 30th of April 2015 Shareholders’ Meeting, another free
assignment to shareholders of new TIP warrants (1 every 4 shares) to be exercised in five (or
more) periods within June 30, 2020
The new assignment will be in July 2015 in order to allow all the underwriters of TIP shares
deriving from the 2010 – 2015 warrants to take benefit of it
The global amount of those new warrants is up to 200 million euro
It has also been approved a 0,061 Euro dividend per share to be paid on May 27 2015 (aggregate
dividends distributed in the last 5 years have been of 29,5 million Euro)
TIP shares buyback program continues (over 17 million Euro of buyback in the last 5 years)
Orientation to market
14
15. Tip – numeri chiave
TIP is an independent, diversified and global investment - merchant bank that has been focusing on
«excellent» companies, operates as advisor and investor
TIP is an independent, diversified and global investment - merchant bank that has been focusing on
«excellent» companies, operates as advisor and investor
Investment strategy:
I. real medium / long term perspective
II. minority interests, leaving operating management to the entrepreneurs
III. «leverage» on the enormous– and unique, at least in Italy –know-how / network built over time
Investment strategy:
I. real medium / long term perspective
II. minority interests, leaving operating management to the entrepreneurs
III. «leverage» on the enormous– and unique, at least in Italy –know-how / network built over time
TIP is a real public company that has as stable shareholders some of the most important Italian
entrepreneurial families, able to provide industrial know-how and sometimes to participate, as co-
investor, in transactions of especially relevant size; TIP’s top management owns around 9,3% of the
share capital and represents the second shareholder
TIP is a real public company that has as stable shareholders some of the most important Italian
entrepreneurial families, able to provide industrial know-how and sometimes to participate, as co-
investor, in transactions of especially relevant size; TIP’s top management owns around 9,3% of the
share capital and represents the second shareholder
A unique partner for leading companies
TIP is not a private equity firm and does not «impose» exits: on the contrary, following the growth of
the investee companies, it aims to invest with a long-term perspective and to accompany the companies
over time instead of aiming to «have back» the money invested
TIP is not a private equity firm and does not «impose» exits: on the contrary, following the growth of
the investee companies, it aims to invest with a long-term perspective and to accompany the companies
over time instead of aiming to «have back» the money invested
Team of about 20 people; lean, fast, flexible and strongly focused on results / performanceTeam of about 20 people; lean, fast, flexible and strongly focused on results / performance
15