Spar Group Limited · JSE:SPP
Spar — The SPAR Group — Merger or Acquisition (March 2016)
19 slides from Spar's merger presentation, Mar 10, 2016
Slide 1: SPAR Acquires SPAR Holding AG
SPAR ACQUIRES SPAR HOLDING AG LICENCE HOLDER OF SPAR BRAND IN SWITZERLAND 10 MARCH 2016
Slide 2: Agenda
AGENDA EXECUTIVE SUMMARY SPAR HOLDING AG (SPAR SWITZERLAND) Graham O’Connor, CEO STRATEGIC RATIONALE COMBINED GROUP FINANCIAL IMPACTS Mark Godfrey, CFO QUESTIONS 2
Slide 3: Executive Summary
EXECUTIVE SUMMARY GRAHAM O’CONNOR, CEO
Slide 4: Executive Summary
EXECUTIVE SUMMARY AGREEMENT TO ACQUIRE 60% OF SPAR HOLDING AG • Purchase price of CHF44.5m (ZAR690.4m) • Options to acquire remaining 40% after 5 years for CHF56.3m (ZAR881.2bn) LICENCE HOLDER OF THE SPAR BRAND IN SWITZERLAND • F2015 revenues: CHF824m (ZAR12.8bn) with EBITDA of CHF27.7m (ZAR429.7m)
Slide 5: SPAR Holding AG
SPAR HOLDING AG GRAHAM O’ CONNOR, CEO
Slide 6: Who is SPAR Holding AG?
WHO IS SPAR HOLDING AG? SPAR Retail formats Responsible for operation of SPAR: 166 stores 58 corporate stores SPAR Express: 19 stores 247 independent retailer stores Maxi: 120 stores TopCC SPAR Holding AG 11 Cash & Carry operations Wholesale Distribution Supply of goods to 305 external customers + c
Slide 7: Who is SPAR Holding AG? Overview
WHO IS SPAR HOLDING AG? Overview ly selected store portfolio of 190 locations in German-speaking Switzerland e Portfolio aphic positioning of R stores is aligned with HEAD OFFICE / DC e format: IN ST GALLEN h the neighbourhood concepts, SPAR kets can be found in as as well as in city press stores ar
Slide 8: Who is SPAR Holding AG? SPAR
WHO IS SPAR HOLDING AG? SPAR 58 corporate + 247 independent retailer stores in German-speaking Switzerland Total selling area of 74 000m2 8
Slide 9: Who is SPAR Holding AG? TOPCC
WHO IS SPAR HOLDING AG? TOPCC No. 2 player in Swiss Cash & Carry market | 11 Cash & Carry outlets | Online ordering with 33 000 products Total selling area of 44 000m2 9
Slide 10: Who is SPAR Holding AG? National Distribution Centre
WHO IS SPAR HOLDING AG? NATIONAL DISTRIBUTION CENTRE Modern logistics centre | 6 500 ambient and chilled SKUs | 32m cases distributed p.a. Total area of 33 000m2 10
Slide 11: Deal Rationale
DEAL RATIONALE GRAHAM O’ CONNOR, CEO
Slide 12: The Collective
THE COLLECTIVE South Africa Switzerland Ireland and SW England Turnover (2015) ZAR56.4bn* CHF824m (ZAR12.8bn)** €1.2bn (ZAR16.9bn)* Groceries, fresh produce, Groceries, fresh produce, Supplies a network of >1 330 beverages, pharmaceutical beverages SPAR, EUROSPAR, SPAR and building materials 247 ind
Slide 13: Rationale and Strategic Benefits
RATIONALE AND STRATEGIC BENEFITS INVESTMENT HIGHLIGHTS STRATEGIC BENEFITS • Sound asset-based balance sheet • Investment in a quality established business in stable market • Diversified retail strategy (channel formats / voluntary trading system) • Complementary to SPAR Group • Familiar business mod
Slide 14: Financial Impacts
FINANCIAL IMPACTS MARK GODFREY, CFO
Slide 15: Terms and Funding
TERMS AND FUNDING PURCHASE PRICE OF CHF100.8M (ZAR 1 563.8M) FOR 100% OF THE GROUP • Effective date on 1 April 2016 • 60% acquired for CHF44.5m (ZAR 690.4m) on effective date • Call/put option agreement provides right to acquire 40% after 5 years for CHF56.3m (ZAR 881.2m) AGGREGATE PURCHASE PRICE FO
Slide 16: Financial Effects
FINANCIAL EFFECTS SPAR Holding AG Selected Audited Financial Results as at 31 December 2015 CHF (million) ZARm (million) Net Assets 144.9 2 247.9 Sales 824.0 12 787.8 EBITDA 27.7 429.7 Normalised PAT 7.4 114.8 CHF translated into ZAR at an exchange rate of R15.5135 per CHF: Exchange rate as at 17:00
Slide 17: Q&A
Q&A EZ ® CSPARIG) pees) mat // Foe | KWIKSPARI RR SUPERSPARIY ALUE CENTRE mn YouRLoeal Casts CARY ish & Carry 6 BWG L Sndis| MACE 17
Slide 18: Disclaimer
DISCLAIMER This presentation contains forward-looking statements about the company’s operations and financial conditions. They are based on SPAR Group Limited’s best estimates and information at the time of writing. They are nonetheless subject to significant uncertainties and contingencies many of
Slide 19: SPAR Acquires SPAR Holding AG
SPAR ACQUIRES SPAR HOLDING AG LICENCE HOLDER OF SPAR BRAND IN SWITZERLAND 10 MARCH 2016