Gpi Spa · MIL:GPI

Gpi Spa — SPAC Merger (September 2016)

39 slides from Gpi Spa's SPAC merger presentation, September 2016

  1. Slide 1: Investor Presentation: The Business Combination

    INVESTOR PRESENTATION The Business Combination Milan, September 2016

  2. Slide 2: Disclaimer

    Disclaimer For the purposes of this disclaimer, this presentation (the “Presentation”) comprises the attached slides, the speeches made by the presenter(s), the question and answer session and any materials distributed at, or in connection with, the Presentation. THIS PRESENTATION IS STRICTLY CONFID

  3. Slide 3: Today's speakers

    Today’s speakers Massimo Capuano Marco Maria Fumagalli Fausto Manzana Stefano Corvo Paolo Girardi Lorenzo Montermini Director Director President and CEO CFO General Manager Marketing Director 3

  4. Slide 4: Table of contents

    Table of contents 1 CFP1 has identified its champion M. Capuano 2 GPI business description F. Manzana / L. Montermini 3 Key investment highlights P. Girardi / L. Montermini 4 GPI consolidated financials S. Corvo 5 Moving to MTA STAR F. Manzana 4

  5. Slide 5: CFP1 has identified its champion

    1 CFP1 has identified its champion 5

  6. Slide 6: CFP1 has identified its champion

    CFP1 has identified its champion Promise fulfilled The business combination will be completed within the year Attractive sector In Italy, ICT’s investments in healthcare have historically been lower than in most developed countries; the gap is being gradually filled Natural selection of players in t

  7. Slide 7: GPI business description

    2 GPI business description 7

  8. Slide 8: GPI at a glance

    GPI at a glance Mission: to become the leading provider of healthcare and social services in Italy 1988 GPI was established in Trento 2010-12 Entry in the BPO market and acquisition of Argentea, Spid and other companies >3.1001 GPI key employees in milestones 2016 2013 Orizzonte SGR acquires 10,32%

  9. Slide 9: Business areas and clients

    Business areas and clients Turnover by business areas Turnover by client type Professional IT Payment solutions services 2% Logistic and 5% ~€6M ~€3M ≈2% automation 5% ~€7M Healthcare Services - Social Care 2% IT solutions ~€2M 35% ≈87% ≈5% ~€46M Consolidated turnover 2016 >€130M Healthcare Services

  10. Slide 10: IT solutions

    IT solutions  Administrative, healthcare and social activities clients  Food safety and veterinary Core Top  Middleware  Access portals to services and contents Turnover (€m) Key drivers 35% of total Revenues =  Customer orientation SW develop.  Client loyalty (~42%) +  Competence & know-how

  11. Slide 11: IT solutions: focus on TREC

    IT solutions: focus on TREC Consolidated user base Multichannel connectivity >10% of clients accessing to the medical reports >54k citizens >90k subscribed users Winner of the «Innovazione ICT in sanità» award of Politecnico di Milano 11 Source: http://www.ladigetto.it/

  12. Slide 12: Healthcare services: BPO and social care

    Healthcare services: Business Process Outsourcing (BPO) and social care  Contact and call centers activities clients  Front-end services Core Top  Telemedicine  Social services Turnover (€m) Key drivers 51+2% of total  Competence & know-how  ICT for channel-shifting Revenues =  ICT for welfar

  13. Slide 13: Healthcare services: welfare 2.0

    Healthcare services: welfare 2.0 New potential services Services & Welfare delivery platform organization Target clients and new GPI’s offer “Mutue” / Corporate “SSN” Citizens Insurance welfare (B2P) (B2C) (B2B) (B2B) 13

  14. Slide 14: Logistics and automation

    Logistics and automation  Buster System - supply chain management of drugs in  38 public hospitals activities healthcare facilities  35 nursing homes clients Core  8 hospital pharmacies Top  Riedl Phasys - automated warehouse for hospital and local  8 private healthcare structures pharmacy log

  15. Slide 15: Logistics and automation: focus on Buster System and comps

    Logistics and automation: focus on Buster System and comps Buster System 50% 30% ward reduction in reduction in hospital drugs pharmacy Provider inventories inventories Competitive arena Value chain Italy Worldwide 15

  16. Slide 16: Professional IT services

    Professional IT services activities  Desktop management clients Core Top  Application maintenance  Business intelligence Turnover (€m) Key drivers 5% of total  Health ICT specialization Revenues =  OnSite presence Periodic IT  Cross-selling potential maintenance/  High customer loyalty assist

  17. Slide 17: Payment solutions

    Payment solutions activities clients  Multi-acquirer Core Top  Tailored solutions for retailers Turnover (€m) Key drivers 2% of total  Business diversification Revenues =  Cross-selling opportunities % of  High margins transactions 17

  18. Slide 18: Key investment highlights

    3 Key investment highlights 18

  19. Slide 19: One of the very few opportunities to invest in the Italian healthcare industry

    One of the very few opportunities to invest in the Italian healthcare industry A leading player in Italy, strongly positioned to take advantage of the macro trend of growth of the a healthcare industry b Long-standing relationship with clients and outstanding contract visibility Track record of both

  20. Slide 20: A leading player in Italy

    A leading player in Italy IT solutions Healthcare services (BPO) Mkt sh. €M Users Contacts/year Operators Population ~4% CAGR 2014-’18 (M) (M) (units) (M) In-house business of 10.00 100% 8.0 900 10.0 public entities expected 930 to be soon privatized 895 0.60 55% 1.3 146 1.1 1.2 0.1 855 3.96 81% 6.5

  21. Slide 21: Clients loyalty and clear turnover visibility

    Clients loyalty and clear turnover visibility IT solutions Healthcare services (BPO) Client concentration Average Average A 10.4% duration of duration of B 7.3% C 6.2% ca.95% contracts contracts Top 10 clients D 5.8% confirmation rate ca.25% (out of ~700) E 5.7% of clients at hit ratio in counting f

  22. Slide 22: Track record of growth, both organic and through M&A

    Track record of growth, both organic and through M&A Turnover (€M) Strong M&A and integration experience CAGR total o/w 6 deals in IT >130 ~27% solutions, 2 in 9 acquisitions healthcare and 1 ~27% 35.4 since 2014 in logistic and 98.2 automation 15.3 73.9 63.5 1.2 >€35M new >€20M invested 0.0 turnove

  23. Slide 23: Management team

    Management team Years of Manager Role Professional background experience Fausto Chairman and 37 years Founder of GPI in 1988. Manzana CEO (o/w 28 in GPI) Previously operating in the IT sector Stefano 28 years Mediocredito Trentino Alto Adige and CFO of CFO Corvo (o/w 2 in GPI) Diatec Group Paolo Gen

  24. Slide 24: GPI consolidated financials

    4 GPI consolidated financials 24

  25. Slide 25: Income statement

    Income statement Turnover 2016F >€130M Price adjustment €M 2013 2014 2015 2013-’15 CAGR (%) mechanism thresholds in 2016: Turnover 63.5 73.9 98.2 +24% EBITDA €21.7M Net income €5.9M COGS (2.3) (3.4) (3.5) SG&A (17.9) (19.7) (25.0) Labour (32.7) (38.3) (53.5) EBITDA 10.5 12.4 16.3 +24% EBITDA Margin

  26. Slide 26: Balance sheet

    Balance sheet €M 2013 2014 2015 Net working capital 25.5 32.6 33.8 Fixed assets 19.6 22.1 35.6 Other assets / (liabilities) (9.4) (10.9) (11.4) Net invested capital 35.6 43.9 58.0 Shareholders' equity 13.0 16.9 17.1 Net Debt at December 2016 is expected to be o/w minorities 1.1 2.3 2.8 lower than De

  27. Slide 27: Cash flow

    Cash flow Operating cash flow €(2.8)M 2014 NFP BoP (22.6) NFP EoP (7.2) (27.0) €(22.6)M 12.4 (1.7) €(27.0)M (0.8) 0.4 (5.9) (1.7) 1.9 (1.8) NFP BoP EBITDA Delta NWC Net financial Taxes Other Operating capex M&A investm. Equity Dividends NFP EoP charges Operating cash flow €2.8M One shot effect mainl

  28. Slide 28: Working capital

    Working capital 2013 2014 2015 Turnover (€M) 63.5 73.9 98.2 33.8 32.6 25.5 13.7 Inventory 8.8 9.6 Net working 34.9 37.3 Receivables 28.1 capital (€M) (12.2) (11.1) (17.2) Payables NWC/Turnover (%) 40% 44% 34% DSO1 165 176 142 168 days 2015 average DSO in Italy 2 28 Note: ITA GAAP consolidated financ

  29. Slide 29: Details of outstanding minibonds

    Details of outstanding minibonds €31.75M bond out at 09/16 Bond Issues Subscriptions Repayments 12.00 15.00 15.00 7.19 4.75 4.75 €16.75M bond out 8.25 at 12/15 No debt 1st bond repayments fully 12.00 Orizzonte subscribed SGR 3.75 2013 2014 2015 2016 2017 2018 2019-2020 2020-2025 1st Minibond – Issue

  30. Slide 30: Moving to MTA STAR

    5 Moving to MTA STAR 30

  31. Slide 31: M&A potential

    M&A potential The Company is currently evaluating a number of potential acquisitions in different business. The main drivers for selecting future M&A deals are: Direct Italian competitors (i.e. acquisitions in line with market concentration process) Offer increase within the services offered in the

  32. Slide 32: Moving to MTA STAR

    Moving to MTA STAR Full global company Value creation Dividend policy Payout ratio ~50% consistent with GPI’s past dividends Best-in-practice corporate governance and management incentive scheme 2017 From to 32

  33. Slide 33: Annex

    Annex 33

  34. Slide 34: Transaction structure

    Transaction structure GPI valuation: €100M  Exchange share ratio 1 to 1 (@€10 per share) Transaction structure  Reverse merger of CFP1 into GPI  Up to €51.1M in CFP1’s escrow account will be used for a capital increase of GPI Use of CFP1 cash  No debt repayment  GPI shareholders (FM Srl and Ori

  35. Slide 35: Transaction structure: shareholder structure

    Transaction structure - Assuming share price at €10, excluding warrant exercise Indicative evolution of shareholders structure (% on share capital) FM Srl FM Srl (assuming 30% redemption) 60.0% 66.8% (assuming 0% redemption) New GPI post Merger New GPI post Merger Market 33.1% Market 25.8% Orizzonte

  36. Slide 36: Process timetable

    Process timetable BoD and announcement  5 September Roadshow  28-29 September Equity Research publication  7 October Record date for the EGM  7 October EGM date  19 October Envisaged closing  By the end of 2016 36

  37. Slide 37: CFP1 team

    CFP1 team Promoters Massimo Capuano Antonio Perricone Marco Fumagalli Alessandra Bianchi Director Director Director Attorney and secretary of the Board of Directors  President of IW Bank, second  CEO of Amber Capital Italia Past experience: Italian broker by volumes; SGR;  Buy-side analyst and pr

  38. Slide 38: Offer terms (1/2)

    Offer terms (1/2) Promoters Massimo Capuano, Antonio Perricone, Marco Fumagalli, Alessandra Bianchi AIM Italia. Listing Market Following the Business Combination, Mercato Telematico Azionario (MTA) – STAR Segment Target Company Mid-sized Italian companies with an Equity Value in the range of €120M a

  39. Slide 39: Offer terms (2/2)

    Offer terms (2/2) Promoters’ lock-up 12 months starting from the conversion of each tranche of cat.B shares into cat.A shares • Investors receive 2 warrants cashless each 10 cat.A shares at IPO and additional 3 warrants each 10 cat.A if still shareholders at Business Combination; • Up to 2.5M warran

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