Download Company Presentation - Ernesto Mocci - Methorios Capital

COMPANY PRESENTATION

Our vision
Methorios Capital S.p.A. (“Methorios Capital”), the largest company by capitalization ti listed on the AIM Italia
market managed by Borsa Italiana, is a leading independent financial boutique active in the merchant banking
space providing companies with financial solutions which are finalized to create value.
Methorios Capital advises companies in engineering financial solutions suitable to their specific needs. The
professional expertise of its team provides clients with tailor‐made innovative solutions. Methorios Capital’s
vision offers a competitive advantage in the execution of corporate finance assignments and in the
implementation of strategic analyses.
Methorios Capital, as an independent financial boutique, establishes long‐term relationships with its clients
providing them with unbiased recommendations in all the assignments of its advisory activity.
Methorios Capital specializes in Corporate Finance Advisory and in Investment Banking. Its Corporate Finance
advisory service includes both Equity and Debt transactions.
Methorios Capital has acquired a deep knowledge of the market specializing in the following sectors: Publishing,
Telecommunications, Real Estate, New Media, Aerospace/Defense, Luxury Yachting, Information Technology,
Banking, Public Utilities, and Engineering.
2

Business Model
CURRENT ACTIVITIES
EXPANDING ACTIVITIES
ADVISORY MERCHANT BANKING ASSET MANAGEMENT INSURANCE
− Equity Capital Markets
− M&A
− Debt Corporate Finance
− Minority Investments
− “Fee per Equity” Investments
− Portfolio management
− Investment services
− Infrastructure fund
− Insurance Brokerage
− Risk Management
Research Department
3

Advisory
Companies’ reorganizations & Turnaround
Methorios Capital specializes in industrial and financial reorganizations for both the strategic and competitive repositioning
of acompany. Also, Methorios Capital specializes in the design of stock option programs, in renegotiations
of lines of credit and in the implementation of solutions which create values to shareholders.
Valuation, Business Plan and Strategic Re‐positioning Plan
Methorios Capital provides valuations of companies, businesses, and brands carried out through a previous analysis of
the market. Its advisory service also includes the implementation of strategic analyses designed to define the potential
business profitability, to optimize the resources, and to identify opportunities of growth.
Methorios Capital prepares financial analysis and feasibility studies for restructuring, integration or development
projects.
Consultancy for special situations
Negotiation in problematic situations such as disagreements between management and shareholders, between
shareholders and/or succession issues.
4

Advisory –M&A
Mergers & Acquisitions and Privatizations
Methorios Capital specializes in M&A activities (mergers, acquisitions, spin‐offs, disposals and privatizations).
Methorios Capital offers an advisory service aimed at the financial valuation of the project and at the full‐engineering
of the deal.
Methorios Capital offers its expertise in the M&A activity as it follows:
• RESEARCH OF THE TARGET/ACQUIROR
• COORDINATION OF THE DUE DILIGENCE PROCESS
• DESIGNING OF THE STRUCTURE OF THE DEAL
• VALUATION OF THE TARGET
• NEGOTIATION
5

Equity Transaction ‐ Case Study
Methorios Capital, asFinancial Advisor, reorganized the structure of Endemol Italia, a firm operating in the TVproduction
(both series and entertainment shows) and TV format sector.
Methorios provided a valuation of Endemol Italia and engineered a vehicle ‐ which collected 57,78% Endemol Italia
shares, held by Endemol Finance B.V., and 42,22% Endemol Italia shares held by Endemol B.V. ‐ designed for the IPO of the
Dutch holding, whose capitalization, @ March 2008, was circa 2.4 billion Euros.
ACTIONS
OUTPUT
Company reorganization
Valuation of Endemol
Italia designed for the IPO
Disposal of Endemol
Italia to Endemol
Finance B.V.
designed for the IPO of
the Dutch holding
6

Advisory – Equity Capital Markets
Methorios, Equity Partner of Borsa Italiana, offers its support to companies and entrepreneurs as a financial advisor
specialized in:
• feasibility studies of projects involving Capital Markets;
• business‐plans and cost‐benefit analysis;
• assistance in selection of the most suitable strategy and adjustment of the offering;
• company valuation to asses its market value;
• assistance in the management of relations with the market.
Pre IPO Consulting
Methorios Capital offers support to small and medium sized companies in optimizing their financial structure.
Methorios ‐ acting as an active shareholder ‐ acquires minority stakes in companies to maximize the full potential
value.
Post IPO Consulting
Methorios offers several services to listed companies, as:
• support to shares liquidity;
• integrated t management of client’s communications with themarket kt( (external linvestor relator); lt • marketing activities towards buy‐side analysts;
• arrangement of road‐shows.
7

Advisory – Equity Capital Markets
IPO & Secondary offerings
Methorios Capital advises its clients duringthe entire IPO process: from the financial valuation, ation to the Road Show, from
the drawing up the prospectus to the Due Diligence process, and to the identification of the fair price for the public
offer.
Methorios Capital offers its expertise in the IPO process as it follows:
• supports shareholders in analyzing the feasibility of the project and in identifying the sponsor bank, the Global
Coordinator, and the Specialist;
• supports the client by identifying the fair value of the company and the timing of the listing process;
• coordinates activities regarding legal consultants, auditing firms, sponsor bank, Global Coordinator, and other entities
involved the listing process;
• supports the Company and the consultants involved in the project by preparing the documentation required by Borsa
Italiana (Italian Stock Exchange) and Consob (Italian SEC);
• supports the Company by analyzing the economic valuation of the Global Coordinator, by structuring the best options
for the placement (including the stock option plan and the green shoe solution);
• supports shareholders in negotiating the final price with the Global Coordinator / Sponsor.
Block trading
Methorios Capital gained expertise in finalizing securities transactions.
8

Equity Capital Market –Advisor AIM Italia/MAC
Considering the leadership position Methorios Capital holds in the IPO market for SMEs on Italian multilateral
trading facilities, Methorios will continue its financial advisory work bringing companies to market on AIM Italia
– Mercato Alternativo del Capitale, the market operated by Borsa Italiana and created 1 March 2012 through
the fusion of AIM Italia and MAC.
AIM Italia – Mercato Alternativo del Capitale offers small and medium‐sized companies the possibility to
efficiently access a select group of investors focused on small caps. The market is designed to offer a quicker
and more flexible quotation process, while at the same time protecting investors, thanks to an efficient
regulatory structure that responds to the needs of both SMEs and specialized investors.
AIM Italia – Mercato Alternativo del Capitale is an MTF (Multilateral Trading Facility), meaning it is a market
regulated exclusively by Borsa Italiana. In accordance with the EU’s prospectus directive, the admission process
does not require the publication of a prospectus, nor is the company required to publish quarterly financial
reports once listed. The market is supported by the presence of Nominated Advisers (Nomads), parties
responsible to Borsa Italiana and charged with evaluating the appropriateness of companies for admission to
the exchange and subsequently with assisting them throughout their quoted lives on the market.
The financial advisor assumes a role of particular importance throughout the listing process. Among its duties,
the financial advisor coordinates the entire listing process and the work required by each party to see a
quotation through to successful conclusion.
9

The leadership on MTFs
Methorios Capital is leader in Advisory activity for listingsonMTFs, both in Italy and Europe:
AIM Italia / MAC (Milan)
Date of listing Listed company Sector Activity Mkt Cap (€/million)
08/05/2009 IKF Finance Institutional investor 8,0
12/03/2010 PMS Commercial Services Institutional investor 2,4
16/03/2010 Poligrafici Printing Industrial Advisor & Investor 33,0
31/03/2011 Imvest S.p.A. Real Estate Advisor & Investor 17,0
26/04/2011 Valore Italia S.p.A. Finance Advisor & Investor 25,0
09/08/2011 Soft Strategy S.p.A. Services Advisor di & Investor 66 6,6
23/12/2011 Ambromobiliare Finance Institutional investor 14,7
02/03/2012 Arc Real Estate S.p.A. Services Advisor & Investor 9,6
02/03/2012 Softec S.p.A. Services Advisor & Investor 8,3
15/03/2013 / Enertronica S.p.A. Renewables Advisor & Investor 8,7
28/06/2013 Italia Independent S.p.A. Luxury Advisor & Investor 57,5
18/12/2013 Leone Film Group S.p.A. Entertainment Advisor & Investor 65,0
19/12/2013 Net Insurance S.p.A. Insurance Advisor & Investor 139,6
Marché Libre (Paris)
Date of listing Listed company Sector Activity Mkt Cap (€/million)
13/07/2012 AZ Leasing S.p.A. Finance Advisor & Investor 4,5
28/11/2012 Mediocredito Europeo S.p.A. Finance Advisor & Investor 14,9
01/03/2013 Dynex Energy S.A. Oil & Gas E.&P. Advisor & Investor 449,7
In addition to Advisory activity, Methorios Capital has provided support to other listed companies on the same
markets in the initial capital raising phase and has participated directly in these listed companies as a
professional investor. Methorios Capital also supported its clients in the transfer from MAC to AIM Italia after
the merge of these two markets.
The listing of Dynex Energy SA on Marché Libre is one of the main IPO ever completed on that market.
10

Equity Capital Market Transaction ‐ Case Study
Methorios Capital as Financial Advisor and investor managed the listing of Dynex Energy SA on Marché Libre. The
Luxemburg company owns oil&gas assets in Kansas, USA.
Methorios assisted the company during the whole process and services included the reorganization of the Group to find
the most suitable structure for market and investors.
The listing of Dynex Energy SA on Marché Libre, finalized on March 1, 2013, is one of the main IPOs on this market.
ACTIONS
OUTPUT
Reorganization of the
structure of the Group
Management of the Marché
Libre listing process
Listing of Dynex Energy
SA on Marché Libre with
a market capitalization
of € 450 million, one of
the main IPOs on this
market
11

Advisory –Debt Corporate Finance
Methorios Capital, knowing the strategic importance of the debt market for the growth of a company, offers to its
clients advisory services for bond issuances and securitizations.
Specifically, Methorios Capital’s services include:
• origination advisory services, supporting the client in the selection of the most suitable financial instrument;
• settlement of technical aspects of the securities, arrangement and execution of the deal, also in cooperation with
primary international financial institutions;
• pre‐marketing activities, placement to institutional investors and eventual listing of the securities in a ruled market
(managing relations with Institutions).
Bonds
Methorios Capital specializes in structuring bond and convertible bond deals.
Securitization
Methorios Capital identifies potential ABS opportunities, structures the transaction, and markets the security to
investors. Methorios also supports the originator in the selection of the financial Institution and in the implementation
of the project.
12

Advisory –Debt Corporate Finance
Debt structuring
Methorios designs funding solutions tailored to clients, according to their structural characteristics, financial needs and
scheduled investments.
Particularly:
• gathering and coordination of the financingi pool;
• financial planning;
• project financing.
Debt restructuring
As for debt refinancing, Methorios identifies the critical factors affecting the cost of borrowing and elaborates a strategy
to achieve the optimal capital structure. Methorios Capital’s goal is to achieve lower cost of debt implementing
innovative financial solutions.
Methorios’ activity includes business planning, debt consolidation and deadline postponements.
Pre‐IPO financing
Methorios Capital prepares customized solutions for its clients to finance pre‐IPO projects. Methorios Capital engineers
debt instruments and equity products such as: PIK notes, mezzanine financing, convertible bonds and pre‐IPO
convertible.
LBO/MBO/MBI
Methorios, thanks to its experience, carries out Leveraged Buy Out and Management Buy Out assignments, which allow
clients to reach higher levels of competitiveness, better allocation of resources and quick solutions for debt repayment.
Methorios Capital evaluates the feasibility of an operation, identifies the debt instruments that allows cost reduction,
identifies credit structures to and negotiates the best solutions for the client.
13

Debt Activity ‐ Case Study
Methorios Capital advised Calyon CIB for structuring a loan designed to a leading private Real Estate company.
Methorios, through this loan, optimized Real Estate company’s capital structure through the enhancement of its debt
position and the engineering of new forms of financing. This refinancing generates a highly leveraged holding vehicle
(LTV=92% and 5,35% cost of debt) with a very competitive blended lending margin. Such line of credit of circa € 1,5 billion,
financed by apool of internationali banks, was used to acquire a new portfolio of real estate assets. This loan was
securitized through the issue of Commercial Mortgage Backed Securities (CMBS) notes on the international capital
markets.
ACTIONS
OUTPUT
Optimization of the debt position
Scouting of new forms of financing
Real Estate Asset Optimization
Improvement of
capital structure
Rfi Refinancing i of
real estate
portfolio
14

Merchant Banking
Principal Investment
Methorios, besides offering consultancy and placing services on stock and bond markets, invests in listed and unlisted
companies. These medium term investments aim to promote the growth of the company and to increase the value for
shareholders.
Methorios do not invests in start‐up and/or early stage deals, but prefers high growth companies with a shareholders
base and a management willing to undertake a growth process with a qualified investor.
Equity fees
Part of the fees due to Methorios for its IPO advisory services is paid by clients through “discounted” (compared to IPO
price) shares of the company. The equity holding is usually divested in a medium/short term in order to maximize
capital gain.
15

Research and Studies
Methorios Capital is periodically involved in drafting research studies on innovative and particularly interesting
financial subjects.
Methorios Capital’s latest researches concerned two high growth and anti‐cyclical sectors, particularly interesting in
the last negative economic period, as Aerospace & Defence and Gaming & Betting.
The skills developed d by Mth Methorios Capital’s research studies department t are also exploited throughh conferences and
seminars addressed to clients and partners and backed by high standing institutional authorities. The most recent
conference, named “Space SMEs in Europe”, was backed by ASI (“Agenzia Spaziale Italiana”), ESA (“European Space
Agency”) and Deloitte.
Methorios Capital, as a Partner of Borsa Italiana’s Equity Capital Markets and Advisor of MAC, constantly promotes all
national equity markets to inform small and mid caps on the financial instruments and solution they have to support
their growth.
16

Corporate Governance
To ensure maximum consistency between behaviors and strategies, Methorios has created a system of rules that
constitutes a model of corporate governance based on the shared responsibilities and a balanced relationship between
management and control.
– under D.Lgs s.
visory Board –
2001
tore – Superv
231/2
Pie etro De Salva
Board of Directors
Fabio Palumbo (Chairman)
Girolamo Stabile (Deputy Chairman)
Ernesto Mocci (CEO)
Antonio Marchese (Director)
Giovanni Gargani (Director)
Guido Venturini Del Greco (Director)
Virginia Filippi (Director)
Luigi Ragno (Independent Director)
Uri Savir (Independent Director)
Board of Statutory Auditors
Simone Manfredi (Chairman)
Marzio Pennechini Montino
Mauro Pietrini
Giancarlo Antonelli
Fabio Mancinetti
Andrea Tessitore
Simone Bemporad
Marino Marin
Andrea Donzelli
Key Advisors
Independent Auditors
Deloitte & Touche S.p.A.
17

Shareholders
Methorios shareholders include a wide array of investors:
Institutional
Funds
Insurance
companies
Asset
Managers
Family
Offices
Management
Others
3%
Management
27%
Institutional Funds
32%
Family Offices
22%
Banks 4%
Investment Companies and
Asset managers
7%
Insurance Companies
5%
18

Market Capitalization
Considering i the 12 months average capitalization, ti Mth Methorios is:
1,1
#1 #6*
Among financial companies
listed on AIM Italia
Among financial companies
listed in Italy
800.000
1,0
0,9
700.000
600.000
500.000
0,8
400.000
0,7
0,6
300.000
200.000
100.000
0,5
0
Volume
Price
* Excluding banks and insurances
19

Methorios Post IPO Capital Increases
€ 79 7.9
million
€ 1.5 million
fro m Ban ca Etru ria
€ 18 million
fro m IMN
€ 5.3 million fro m Net Insu ran ce
€4.3 million fro m Bridge Capitals
€3 million fro m Lu jan
IPO
July 2010
Jun
2011
Jan
2012
Jun
2012
Jul
2012
Aug
2012
Dec
2012
Aug
2013
€ 10 million
from EB Finance
€8.5 million
free capital increase
€7.9 million
fro m Lu jan
€ 1 million from PrealpinaInvestimentiSrl
€ 19 million from Gamma Fund
10.000
12.969
14.608
17.328
21.871
Total capital
increases:
1.260 1.468 1.515
€ 77.9 million
Share Capital Evolution (€/000)
20

Financial Highlights
Revenues (€/million)
4,7
EBITDA (€/million)
3,1
Net Income (€/million)
3,0
1,5
(0,4)
(0,7)
1H2012
1H2013
1H2012
1H2013
1H2012
1H2013
NFD (€/million)
Shareholders’ Equity (€/million)
4,0 67,5
1,0
21,6
1H2012 1H2013 1H2012 1H2013
21

Financial Highlights
Revenues (€/million)
EBITDA (€/million)
Net Income (€/million)
13,3
8,8 8,3
8,6
6,1
29 2,9 33 3,3
0,6
1,1
1,6 1,4
0,3
1 1,1
17 1,7
2008 2009 2010 2011 2012
2008 2009 2010 2011 2012
2008 2009 2010 2011 2012
NFD (€/million)
Shareholders’ Equity (€/million)
4,5
4,1
4,8
63,7
2,5
20,5
0,4
0,7 23 2,3
9,8
2008 2009 2010 2011 2012
2008 2009 2010 2011 2012
22

Methorios Capital –Examples of Completed Deals
Advisor for listing on AIM Italia
Advisor for listing on AIM Italia
Advisor for listing on AIM Italia
Advisor for listing on AIM Italia
Advisor for listing on Marchè Libre
Advisor for the sale of industrial
activities to BOSCH
Advisor for the business planning
Advisor for listing on Marchè Libre
Advisor for the sale of two
environmental services companies
Advisor for listing on MAC
Advisor for listing on MAC
Advisor for the sale of WISCO SpA
Advisor for the listing
Capital contribution enabling
Imvest’s listing on MAC
Sale of a 3% stake to Banca Etruria
Finalization of a 4.9% capital
increased reserved to Veneto Banca
23

Methorios Capital –Examples of Completed Deals
Advisor for listing on MAC
Evaluation of
Magnaghi S.p.A. and
Salver S.p.A.
Advisor to Poligrafici iPi Printing for its
listing on Aim Italia
Evaluation and disposal of Visiant
Galyleo
Accounting updating to comply with Italian
Law (231) on behalf of Cassa Depositi e
Prestiti
t
Evaluation of Endemol Italia
Holding S.p.A. for IPO
Financed 0,5% of BNL
acquisition
Advisor for Strategic Planning and
M&A activity
Placed structured bond to
investors
Evaluation and sale of Trafomec to
Cape Natixis
Advised DADA for disposal of
own shares to institutional
investors
Advised Dada for 6,3%
acquisition
Advisor for shareholders
Evaluation and disposal of
restructuring
BAT
Strategic and Financial Advisor
Evaluation of AIR P TV
Development AB for
contribution in kind
24

Methorios Capital –Examples of Completed Deals
Advisor of Cordea Savills for the
acquisition of a Real Estate
portfolio
Financial advisor for setting up
SOGEDIS and Pomezia Servizi’ s
business plan
Implemented strategic plan
Advisor for structuring a real estate
loan
Evaluation of Skymax
S.p.A.
Advised So.ge.pa. (Finmeccanica
Private placement to
d f h
institutional investors
Group) for brand evaluation of AT&D
and disposal of the company
Advisor for the
renegotiation of a bank
overdraft
Strategic and Financial Advisor
Advisor for the business planning
Evaluation and disposal of Punto
Informatico to Edizioni Master
Evaluation and disposal of Ig
Technology
Advisor for setting up retirement
plan of FINMECCANICA top
management
25

Team
Fabio Palumbo Chairman
f.palumbo@methorios.it
Professor of Corporate Governance at the University of Cassino for year 2011‐2012. 2012
Chartered accountant in the register of accounting auditors, Rome.
BS in economics, Università La Sapienza of Rome.
Chairman of Methorios Capital and Board Member of Astrim, Monrif Net and Poligrafici Real Estate.
Nearly 20 years of experience in Investment Banking in financial institutions such as Flemings, Swiss Bank Corporation and IBM
implementing merger and acquisition operations and complying with consultant mandates, including “cross border” projects,
privatizations and financial restructuring
Has covered senior advisor roles for Dresdner, Ernst & Young, Marsh, and Monrif Group.
Plays an active role in business scouting coordinating all the phases in a deal from the origination to the finalization of the operation.
Ernesto Mocci CEO
e.mocci@methorios.it
Chartered accountant in the register of accounting auditors, Rome.
BS in economics, Università La Sapienza of Rome.
Chief Executive Officer of Methorios Capital and Board Member of Astrim.
Nearly 20 years experience in Corporate Finance and Asset Management, covering the role of Head of Savings at Gruppo Capitalia.
Has gained experience in financial institutions such as Banca Akros, Banca Intermobiliare, Italian International Bank plc London (Monte
dei Paschi Group), and Banca IMI.
Plays an active role in business scouting coordinating all the phases in a deal from the origination to the finalization of the operation.
26

Team
Luca Perconti COO
l.perconti@methorios.it
BS in economics, Università La Sapienza of Rome.
Plays an active role inall projectsconcerning economic/financial i/fi ilanalysis, development of LBO/MBO/MBI strategies.
t Has gained experience at Caboto Sim, ICCREA Holding and RisorSa, a property management company of Sviluppo Lazio S.p.A.
Mario Nuti Executive Director
m.nuti@methorios.it
Master in Corporate Finance & Financial Markets – Luiss Business School, Rome.
Graduated d in Economics – European Business Sh School of Economics, Rome & specialization ili in Finance at Westminster t Business Sh School,
London.
From 1998 strengthened his competences inside Investment Banking in financial institution such as Merrill Lynch and Royal Bank of
Scotland in the Equity Capital Market sector, and in strategic consultancy at A.T. Kearney in the practice Financial Institution, Strategy &
Organization, Retail & Pharma Industry eConsumer.
Plays an active role in all projects concerning economic/financial analysis, Corporate Restructuring, Growth Strategies, Organizational
Redesign, Post‐Merger Phases Management and M&A transactions.
27

Team
Mtt Matteo Ptti Petti Executive Director
m.petti@methorios.it
BS in general management, Università L. Bocconi, Milan.
BS in economics and management, Università Tor Vergata, Rome.
Plays an active role in the elaboration of financial analyses, projects and companies assessment, and valuation of Due Diligence.
Has gained experience in service companies and is an expert in telecommunication and internet sectors.
Francesco Falconi Director
f.falconi@methorios.it
Chartered accountant in the register of Rome.
BS in economics, Università La Sapienza, Rome.
Gained experience in M&A deals in diversified sectors and listings on Italian and European MTFs.
Plays an active role in company valuations and in company researches.
28

Il Team
Alessandro Taddei Analyst
a.taddei@methorios.it
Master of Science in General Management, Università Luiss Guido Carli, Roma.
Double Degree in International Business, Nova SBE, Lisbona
Pasquale Granillo Analyst
p.granillo@methorios.it
Master In Corporate Finance, Luiss Business School, Roma
BS in Economics and Management, Luiss Guido Carli, Roma.
Lorenzo De Paolis Analyst
l.depaolis@methorios.it
Master of Science in General Management, Luiss Guido Carli, Roma.
BS in Economics, Luiss Guido Carli, Roma.
29