Capman Oyj Class B · OMXHEX:CAPMAN
Capman Oyj Class B — Merger or Acquisition (December 2016)
33 slides from Capman Oyj Class B's merger presentation, Dec 8, 2016
Slide 1: The basis for the Exchange Offer
The basis for the Exchange Offer CapMan Plc’s voluntary exchange offer concerning Norvestia’s shares and securities entitling to shares Karri Kaitue, Chairman of the Board Heikki Westerlund, CEO 8 December 2016
Slide 2: Statements regarding future development and disclaimer
Statements regarding future development and disclaimer The following concerns this document, the related oral presentation by either statements. Forward-looking statements are based on the Compa-ny's current CapMan Plc (hereinafter the "Company") or a representative of the Company as well expectatio
Slide 3: Important notice
Important notice The information contained in this material may not be reproduced, forwarded, register any portion of the offering of the Securities in the United States of America disclosed or distributed to another person, directly or indirectly, in whole or in part, for and does not intend to con
Slide 4: We are building a leading Nordic private equity asset management and investment company
We are building a leading Nordic private equity asset management and investment company 4
Slide 5: Highlights of the exchange offer
Highlights of the exchange offer the proposal of Norvestia’s Board of CapMan’s A-shares are converted €3.35 Directors regarding an extraordinary A→B into B-shares (1:1) as the dividend to Norvestia’s shareholders arrangement is consummated number of CapMan’s shares in percentage of Norvestia’s share
Slide 6: Description of the exchange offer
Description of the exchange offer CapMan’s shareholders (A-shares are converted into B-shares) 6 56.8% of the shares Combined Group 100% CapMan’s shares Norvestia’s €3.35 shareholders 43.2% of the Extraordinary Combined Group dividend 6 8 December 2016
Slide 7: The benefits of the arrangement for shareholders
The benefits of the arrangement for shareholders Growth Actively managed Synergies from the Objective to grow balance sheet arrangement dividend Growing industry Strong brand and market Own investment capacity Objective to reach approx. €3 Improved dividend payment position increases to approx. €200
Slide 8: The exchange offer is a logical strategic step
The exchange offer is a logical strategic step Key accomplishments since August 2013: Fundraising for Strong focus on CapMan Growth in real Voluntary key investment service business acquires 28.7% estate exchange offer strategies of shares in investments for Norvestia’s completed, more Norvestia thr
Slide 9: Group turnover and operating profit
Group turnover and operating profit € million Turnover € million Operating profit 40 12 10.0 31.8 10 9.3 30 24.7 22.0 8 7.2 20 6 15.7 15.4 4.2 3.8 3.6 4 10 7.3 7.5 2 0.9 0 0 1-3 1-6 1-9 1-12 1-3 1-6 1-9 1-12 2015 2016 2015 2016 9 8 December 2016
Slide 10: Total return of CapMan's B share Aug 2013 – Dec 2016
Total return of CapMan’s B share 5 Aug 2013 – 1 Dec 2016 180,00 170,00 160,00 Return 150,00 15% p.a. 140,00 130,00 120,00 110,00 100,00 90,00 80,00 5.8.2013 5.2.2014 5.8.2014 5.2.2015 5.8.2015 5.2.2016 5.8.2016 10 8 December 2016
Slide 11: The benefits of the arrangement for shareholders
The benefits of the arrangement for shareholders Growth Actively managed Synergies from the Objective to grow balance sheet arrangement dividend Growing industry Strong brand and market Own investment capacity Objective to reach approx. €3 Improved dividend payment position increases to approx. €200
Slide 12: Growth
Growth Growing industry Strong brand and market position The arrangement supports growth plans 12 8 December 2016
Slide 13: Private equity is a growing industry
Private equity is a growing industry Private equity assets under management have grown significantly in the last few years $ bn 3 000 Annual growth since $2,400 bn the financial crisis 2 500 8% 2 000 1 500 1 000 500 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Dr
Slide 14: CapMan's growth drivers
CapMan’s growth drivers Hunting for yield Diversification of New investor Increased private equity groups regulation products • Ultra low interest rates • Real estate • Smaller institutions • Higher barriers to • Volatile stock market • Private debt and private investors entry • Mandates are interes
Slide 15: The arrangement supports CapMan's growth plans
The arrangement supports CapMan’s growth plans Utilisation of CapMan’s well-known brand, network and 1 market insight in order to grow investment activities Versatile offering of investment strategies and services, of 2 which recent examples include Nest Capital, BVK mandate, Norvestia’s Growth Equi
Slide 16: Actively managed balance sheet
Actively managed balance sheet Own investment capacity increases to approx. €200 million 16 8 December 2016
Slide 17: Diversified and actively managed private equity portfolio
Diversified and actively managed private equity portfolio Allocation of CapMan’s balance Allocation of CapMan’s balance CapMan’s target allocation sheet 30 Sep 2016 sheet after the arrangement* Private equity Private equity Private equity 47% 39% 80% Market and liquid investments Private equity inve
Slide 18: Synergies from the arrangement
Synergies from the arrangement Cost and financing synergies 18 8 December 2016
Slide 19: Synergies from the arrangement
Synergies from the arrangement 1 Overlapping operations One administration and Board of Directors Fixed costs 2 Savings from a combination of offices and fixed costs, combined IT Expected annual costs, insurances and costs of other support functions. cost and financing synergies in total Accounting,
Slide 20: Objective to grow dividend
Objective to grow dividend Improved dividend payment capability 20 8 December 2016
Slide 21: Objective to grow dividend
Objective to grow dividend The dividend per share has grown since 2012. In 2015 CapMan paid a dividend of CapMan’s updated dividend policy* cents 7 cents The acquisition of Norvestia supports the ability to 12 11 pay dividends: 1. Stronger ability to generate results 10 2. Increase of distributable
Slide 22: Combined Group
Combined Group 22 8 December 2016
Slide 23: CapMan's investment and service operations in brief
CapMan’s investment and service operations in brief Growing services CapMan’s capital under management €2.8 bn Leading Nordic real estate investor with €1.5 bn in assets under Team of 100 private equity management professionals Fund management Norvestia’s Growth Tactical CapMan Credit – Leading grow
Slide 24: CapMan's business and earnings model after the combination
CapMan’s business and earnings model after the combination Management Company and Investment business Services business Real Estate CaPS Fund investments Buyout Scala Fund Advisory Direct investments: Credit Fund Management Growth Equity and Tactical Opportunities Russia Realised returns and changes
Slide 25: Pro forma key figures of the Combined Group
Pro forma key figures of the Combined Group 1 Jan – Sep 2016* Operating profit of the EPS of the Combined Net gearing the Combined Group Group Combined Group €22.2 million 11 cents/share 18.9% CapMan’s operating profit CapMan’s earnings per share CapMan’s net gearing €10.0 million 7 cents/share 56.4
Slide 26: Updated financial objectives after the arrangement
Updated financial objectives after the arrangement Growth of the Net gearing Return on equity Dividend Management distribution Company and objective from EPS Services business >10% ≤40% >20 % ≥75 % Average annual growth Average ratio of interest In addition to successful Dividend per share has objec
Slide 27: CapMan's largest shareholders after the transaction
CapMan’s largest shareholders after the transaction Shareholder Shares (#) % of shares and votes 1. Sampo (Mandatum henkivakuutusyhtiö and Kaleva) 11,875,428 7.82% 2. Keskinäinen Eläkevakuutusyhtiö Ilmarinen 7,178,500 4.73% 3. OY Inventiainvest AB (Ari Tolppanen) 7,024,794 4.62% CapMan’s shareholder
Slide 28: The progression of the Exchange Offer: Important dates
The progression of the Exchange Offer: Important dates 3 Nov 18 Nov 21 Nov 8 Dec 16 Dec 19 Dec Announcement of CapMan The Offer The Offer The Offer Period the initial result announced the Document was Period CapMan’s and ends, unless it is and Confirmation Exchange Offer published commenced Norvesti
Slide 29: We are building a leading Nordic private equity asset management and investment company
We are building a leading Nordic private equity asset management and investment company 29
Slide 30: Conditions of the consummation of the Exchange Offer
Conditions of the consummation of the Exchange Offer The consummation of the Exchange Offer requires that the conditions for the consummation of the Exchange Offer presented below (“Consummation Conditions”) are met or that CapMan waives one or more of the Consummation Conditions to the extent allow
Slide 31: Conditions of the consummation of the Exchange Offer
Conditions of the consummation of the Exchange Offer A ”Material Adverse Change” means (i) any divestment or reorganisation of any material part or asset of Norvestia or its subsidiaries which is not in the ordinary course of the investment business of the companies or in relation to payment of the
Slide 32: Risks related to the Exchange Offer (1/2)
Risks related to the Exchange Offer (1/2) • Investing in CapMan and in the Combined Group involves a number of risks, many of which are part of the nature of business of CapMan and the Combined Group and may be significant. Certain central risks related to the business and changes in the market pric
Slide 33: Risks related to the Exchange Offer (1/2)
Risks related to the Exchange Offer (1/2) Risks related to the Exchange Offer Risks associated with the operating environment and business operations of CapMan • The new group aspires to reach benefits, synergies and targets that may be delayed or may not be achieved. The • Changes in the general ec