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Veolia Environnement (Buy, FV EUR13) Roadshow - Bryan, Garnier ...

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INDEPENDENT RESEARCH<br />

UPDATE<br />

6th March 2013<br />

<strong>Veolia</strong> <strong>Environnement</strong><br />

<strong>Roadshow</strong> feedback – Speeding up recovery<br />

Utilities Fair Value <strong>EUR13</strong> (price EUR10.42) BUY<br />

Bloomberg<br />

Reuters<br />

VIE FP<br />

VIE.PA<br />

12-month High / Low (EUR) 12.8 / 7.4<br />

Market capitalisation (EURm) 5,438<br />

Enterprise Value (BG estimates EURm) 15,437<br />

Avg. 6m daily volume ('000 shares) 3,967<br />

Free Float 76.8%<br />

3y EPS CAGR 37.4%<br />

Gearing (12/12) 124%<br />

Dividend yield (12/13e) 6.72%<br />

YE December 12/12 12/13e 12/14e 12/15e<br />

Revenue (EURm) 29,439 23,708 24,298 24,851<br />

EBIT (EURm) 1,194 999.05 1,093 1,271<br />

Basic EPS (EUR) 0.78 0.57 0.72 0.93<br />

Diluted EPS (EUR) 0.33 0.48 0.63 0.84<br />

EV/Sales 0.6x 0.6x 0.6x 0.6x<br />

EV/EBITDA 6.7x 6.6x 6.4x 6.0x<br />

EV/EBIT 15.3x 15.5x 14.6x 12.7x<br />

P/E 32.0x 21.8x 16.6x 12.3x<br />

ROCE 5.1 5.4 5.7 6.6<br />

120<br />

110<br />

100<br />

90<br />

80<br />

70<br />

6/3/13<br />

60<br />

M A M J J A S O N D J F<br />

VEOLIA ENVIRONNEMENT<br />

STOXX EUROPE 600 E - PRICE INDEX<br />

Source: Thomson Reuters Datastream<br />

We held a roadshow for <strong>Veolia</strong>’s management team in Paris on<br />

28 February. Our positive opinion remains intact. We continue to see<br />

<strong>Veolia</strong> as an attractive self-help restructuring story: (i) the target of 3.0x<br />

Adj. Net debt/(Op. CF+OFAs) could be reached a year ahead of<br />

schedule (at YE13); (ii) the upgrade of the cost-savings programme is<br />

likely to be significant; (iii) recurring EPSs are set to grow by 37% p.a.<br />

on average between 2012 and 2015; and (iv) FCF has reached an<br />

inflection point and should cover dividends as of 2014.<br />

• Cost cutting ahead of schedule: One of the main takeaways, according<br />

to us, is the relative confidence expressed by the management team<br />

regarding its ability to cut costs. We believe the size of the cost savings<br />

programme upgrade could positively surprise. In our last note (Feb. 20), we<br />

wrote <strong>Veolia</strong> had room for extra savings to the magnitude of EUR200m.<br />

We still firmly believe this. We estimate that EUR50m of extra savings<br />

would add ~EUR1.0+ of valuation per share.<br />

• Satisfying deleveraging: Net debt is guided at EUR8-9bn at YE13 and<br />

EUR6-7bn when adjusted for loans to JVs. Note that ND should converge<br />

towards adj. ND as loans to JVs are gradually paid back over time.<br />

Management targets ~3.0x of Adj. ND/(Op. CF+OFA) by YE14; on our<br />

new estimates, we believe this could be achieved as early as YE13 (BGe<br />

3.0x). Only a few questions were about debt reduction and the deleveraging<br />

programme, suggesting the debt level is no longer a major source for<br />

concern for most investors.<br />

• Return to positive FCF: <strong>Veolia</strong> achieved EUR89m of FCF before<br />

dividend and disposals in 2012. This should also apply in 2013 according to<br />

the management. By 2015, the company targets at least EUR350-400m of<br />

FCF before dividend and disposals (BGe EUR500m), hence fully covering<br />

the EUR0.7 DPS. Generating sustainable positive FCF is, in our opinion, a<br />

key element for the stock to rerate.<br />

• Earnings trajectory well oriented: While there is no official guidance for<br />

2013-15, the company implicitly guides to a net result roughly on par with<br />

the dividend in 2014 and a potential return to historic pay-out levels in<br />

2015. Our understanding is that EPS could be close to EUR0.70 in 2014<br />

and close to EUR1.0 in 2015 vs. BGe EUR0.63 and EUR0.84.<br />

• Adjusting our estimates for new perimeter: We adjusted our estimates<br />

for the new perimeter (new IFRS rules + disposals). This explains why we<br />

stand ~23% below EBITDA consensus. Our operational assumptions<br />

remain unchanged (notably 0% GDP growth for 2013-16).<br />

Analyst:<br />

Julien Desmaretz<br />

33(0) 1 56 68 75 92<br />

jdesmaretz@bryangarnier.com<br />

r<br />

r


<strong>Veolia</strong> <strong>Environnement</strong><br />

Company description<br />

Former subsidiary of Vivendi<br />

Universal, <strong>Veolia</strong> Environment is the<br />

leading company in the environmental<br />

services sector. The group operates in<br />

water (35% of sales), waste (27%),<br />

energy services (22%) and<br />

transportation (16%). Amongst the<br />

major shareholders are: Caisse des<br />

Dépôts (9.1%), Dassault familly<br />

(5.6%) and EDF (3.7%).<br />

Income Statement (EURm) 2010 2011 2012 2013e 2014e 2015e 2016e<br />

Revenues 34,787 29,647 29,439 23,708 24,298 24,851 25,471<br />

Change (%) 0.7% -14.8% -0.7% -19.5% 2.5% 2.3% 2.5%<br />

Adjusted EBITDA 3,654 3,152 2,723 2,027 2,159 2,362 2,448<br />

Adjusted EBIT 2,056 1,701 1,194 999 1,093 1,271 1,312<br />

Change (%) 6.4% -17.3% -29.8% -16.3% 9.4% 16.3% 3.2%<br />

o/w JVs net result 0.0 0.0 0.0 122 141 172 184<br />

Financial results (907) (805) (822) (535) (513) (530) (540)<br />

Pre-Tax profits 1,213 213 273 464 580 741 772<br />

Exceptionals (23.6) (2.4) 386 0.0 0.0 0.0 0.0<br />

Tax 336 539 159 120 154 199 206<br />

Profits from associates 18.5 12.3 30.0 20.0 20.0 20.0 20.0<br />

Minority interests 291 173 136 119 121 124 127<br />

Net profit 581 (490) 394 296 375 488 509<br />

Adjusted net profit 579 290 165 249 328 441 462<br />

Change (%) 7.7% -49.9% -43.1% 51.0% 31.7% 34.4% 4.9%<br />

Cash flow Statement (EURm)<br />

Operating cash flows 3,742 3,353 3,085 2,199 2,350 2,584 2,682<br />

Change in working capital (83.0) 40.7 (103) 53.4 (5.5) (5.2) (5.8)<br />

Income tax paid 368 368 336 120 154 199 206<br />

Capex, net 1,879 2,089 2,128 1,700 1,700 1,700 1,700<br />

Financial investments, net (61.3) (952) (2,556) (975) (275) (275) (275)<br />

Dividends 736 547 547 555 565 565 565<br />

Other 651 772 (715) (2,015) 641 610 639<br />

Net debt 15,218 14,730 11,283 8,522 8,952 9,162 9,310<br />

Adjusted net debt (ex-loans to JVs) NM NM NM 6,522 6,952 7,162 7,310<br />

Free cash flow 1,152 483 555 151 326 515 607<br />

Balance Sheet (EURm)<br />

Tangible fixed assets 9,707 8,488 6,838 7,388 7,881 8,318 8,698<br />

Intangibles assets 16,133 14,881 13,085 12,085 11,785 11,485 11,185<br />

Cash & equivalents 5,407 5,724 5,548 6,730 6,139 4,474 5,734<br />

current assets 14,204 12,968 12,516 10,312 10,539 10,752 10,990<br />

Other assets 6,061 8,345 6,625 6,650 6,803 6,908 7,033<br />

Total assets 51,511 50,406 44,612 43,165 43,147 41,937 43,640<br />

L & ST Debt 21,110 21,089 17,002 15,423 15,262 13,807 15,215<br />

Others liabilities 19,506 19,481 18,485 16,227 16,459 16,677 16,921<br />

Shareholders' funds 10,895 9,835 9,126 11,515 11,426 11,452 11,503<br />

Total balance sheet 51,511 50,406 44,612 43,165 43,147 41,937 43,640<br />

Capital employed 18,638 17,483 14,142 13,745 13,933 14,064 14,139<br />

Financial Ratios<br />

Operating margin 5.91 5.74 4.05 4.21 4.50 5.11 5.15<br />

Tax rate 27.72 254 58.31 35.00 35.00 35.00 35.00<br />

Net margin 1.66 0.98 0.56 1.05 1.35 1.77 1.82<br />

ROE (after tax) 7.84 -6.48 0.11 3.54 3.95 5.15 5.36<br />

ROCE (after tax) 7.69 6.20 5.11 5.40 5.75 6.63 6.82<br />

Gearing 140 150 124 74.00 78.35 80.00 80.94<br />

Pay out ratio 101 121 215 147 111 82.90 79.04<br />

Number of shares, diluted (000) 481,200 501,644 506,700 522,087 522,087 522,087 522,087<br />

Per Share data (EUR)<br />

EPS 1.21 (0.98) 0.78 0.57 0.72 0.93 0.98<br />

Restated EPS 1.20 0.58 0.33 0.48 0.63 0.84 0.89<br />

% change 5.6% -52.0% -43.7% 46.5% 31.7% 34.4% 4.9%<br />

BVPS 22.64 19.61 18.01 22.06 21.89 21.94 22.03<br />

Operating cash flows 7.78 6.68 6.09 4.21 4.50 4.95 5.14<br />

FCF 2.39 0.96 1.10 0.29 0.63 0.99 1.16<br />

Net dividend 1.21 0.70 0.70 0.70 0.70 0.70 0.70<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

2


<strong>Veolia</strong> <strong>Environnement</strong><br />

Confident of exceeding cost<br />

cutting targets...<br />

New targets to be presented<br />

on May 3 rd<br />

Cost cutting<br />

One of the main takeaways of our roadshow with <strong>Veolia</strong>, according to us, is the relative confidence<br />

expressed by the management team regarding its ability to cut costs. With EUR100m of gross savings<br />

(EUR20m net) initially targeted in 2012 as part of its Convergence 1 plan, <strong>Veolia</strong> ended the year well<br />

above targets with EUR142m of gross savings (i.e. EUR60m net). We note this over-performance<br />

(EUR42m) was achieved with costs of implementation in line with initial projections (EUR82m<br />

achieved vs. EUR80m budgeted). This implies that the benefits of the implemented measures were<br />

42% higher than anticipations. Hence, while the plan may “only” be in line with the plan, positive<br />

impacts are much higher than expected.<br />

While the current target is to reduce costs by EUR470m (net impact on EBIT) by 2015, management<br />

fixed an appointment with investors on 3 rd May in order to present an increased cost-cutting<br />

programme. We believe that by then <strong>Veolia</strong> will have been able to show further good progress on the<br />

current plan with a meaningful impact on Q1 2013 numbers. The guidance of EUR170m of net<br />

savings in 2013 was reiterated.<br />

Fig. 1: Cost-cutting implementation (phase 1) Fig. 2: Net savings impact on EBIT<br />

150<br />

500<br />

100<br />

400<br />

300<br />

50<br />

200<br />

0<br />

100<br />

0<br />

-50<br />

-100<br />

Mar-12 Jun-12 Sep-12 Dec-12 2012 target<br />

Gross cost savings Implementation costs Net savings<br />

-100<br />

Phase 1 Phase 2 Phase 1 Phase 2 Phase 1 Phase 2 Phase 1 Phase 2<br />

2012 2013 2014 2015<br />

Gross savings Costs Net savings Total net savings<br />

Source: Company data<br />

Source: Company data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests<br />

Improving the overall<br />

performance of <strong>Veolia</strong><br />

Newly-appointed COO François Bertreau presented his ambitions for <strong>Veolia</strong>. His aim is to improve<br />

<strong>Veolia</strong>’s overall performance. This includes: (i) the marketing performance, thanks to the clear<br />

determination of what it wants to sell and to whom and the appointment of key account managers; (ii)<br />

the operational performance, by setting up division-by-division benchmarks; and (iii) the geographic<br />

mutualisation.<br />

Of the many credible examples that were provided, we list the following:<br />

• Geographic mutualisation of support functions: Bertreau said that the geographic<br />

mutualisation (on a country-to-country basis) could help <strong>Veolia</strong> to reduce significantly its cost<br />

base in the short- to medium-term. The initial target provided at the December 2011 capital<br />

market day only includes EUR80m of contribution from this side. A Chief Administrative<br />

Officer will be appointed in order to keep an eye on these related activities.<br />

• Purchases: While <strong>Veolia</strong> has EUR14.0bn of purchases per year, only 20% are centralised. The<br />

COO thinks there is a lack of discipline in this segment. Systematically resorting to wholesalers<br />

and centralising purchases on a country-to-country level should help the company to make<br />

substantial savings. Of the EUR14bn of purchases per year, <strong>Veolia</strong> believes EUR9.0bn is<br />

3


<strong>Veolia</strong> <strong>Environnement</strong><br />

addressable. We think this could be reduced by at least 5.0%. This would mean EUR450m of<br />

gross savings for the group. According to the management team, this new plan was tested in<br />

Poland where purchases were reduced by 8%. Even if we believe it is far too early and<br />

optimistic to extrapolate this to the whole group, this would equate to EUR720m of savings on<br />

a group basis.<br />

A profound cultural change<br />

EUR200m room for<br />

manoeuvre in our view<br />

One of the main difficulties in <strong>Veolia</strong>’s restructuring story is the implementation of a significant<br />

cultural change. Ensuring all managers are committed to delivering is not an easy task. However,<br />

management says 70% of the bonus of the top 400 managers is based on clear quantitative targets<br />

(50% EBIT and 50% cash-flow generation).<br />

We have long supported <strong>Veolia</strong>’s current cost-cutting programme, believing official targets were<br />

relatively conservative and cautious. In our last research note (cf. February 20 th – “’New <strong>Veolia</strong>’ emerging<br />

with improved risk-profile”), we wrote that we believed <strong>Veolia</strong> had at least EUR200m of room for<br />

manoeuvre. We still firmly believe this. As <strong>Veolia</strong> did not want to increase its cost-savings targets at<br />

the FY12 results, we believe this translates the relative significant size of the upgrade. Otherwise, we<br />

do not believe management would have raised market expectations if this is set to be a limited<br />

increase. This should also help to make credible the future target as the management team will have<br />

had time to back it up.<br />

The table below shows the sensitivity of our 2015 EPS estimates to different assumptions for<br />

achieved cost-cutting targets, all else being equal.<br />

Fig. 3:<br />

BG 2015e EPS sensitivity to cost savings<br />

Achieved savings [Eurm] 350 400 450 470 500 550 600 650 700 750 800<br />

2015 EPS ests. [EUR] 0.69 0.76 0.82 0.84 0.88 0.94 1.01 1.07 1.13 1.19 1.26<br />

vs. BGe -17.8% -10.4% -3.0% 0.0% 4.4% 11.8% 19.3% 26.7% 34.1% 41.5% 48.9%<br />

2015e PER 14.9 13.7 12.6 12.3 11.7 11.0 10.3 9.7 9.1 8.7 8.2<br />

Fair value @ 15x 2015e EPS 10.4 11.4 12.3 12.7 13.2 14.2 15.1 16.0 17.0 17.9 18.9<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

High debt no longer a<br />

concern<br />

Disposals, deleveraging and new IFRS rules<br />

Apart from investors’ questions aiming at a better understanding the new IFRS rules, we noticed that<br />

few were directed to the debt reduction and deleveraging programme, implying this no longer a major<br />

concern for most French investors.<br />

4


<strong>Veolia</strong> <strong>Environnement</strong><br />

17<br />

15<br />

13<br />

11<br />

9<br />

7<br />

5<br />

2008-2013e deleveraging<br />

Source: Company data; <strong>Bryan</strong>, <strong>Garnier</strong> &<br />

Co.ests.<br />

Deleveraging<br />

In 2012, <strong>Veolia</strong> sold EUR3.7bn of assets. This represents 74% of the EUR5.0bn programme covering<br />

2012 and 2013. 68% of the proceeds contributed to the debt reduction. As a result, net debt decreased<br />

EUR3.4bn to EUR11.3bn at YE12 from (EUR14.7bn at YE11). The net debt positively benefited<br />

from the deconsolidation of EUR1.4bn of debt linked to the Berlin water contract (BWB) following<br />

the change of the shareholders’ structure in Q4 2012. As a consequence, leverage reached 3.26x at<br />

YE12 down from 3.88x at YE11.<br />

The company still expects to exit from 40 countries between 2011 and 2013 and operate in<br />

40 countries only at YE13 (down from 48 at YE12). This is being done by selling profitable assets and<br />

exiting from unprofitable countries (Morocco, Egypt and Italy...).<br />

New IFRS rules<br />

New IFRS rules (JVs no longer proportionally consolidated) have strong implications for <strong>Veolia</strong>’s<br />

financial statements. In 2012, the JVs contributed EUR6.3bn of sales, EUR801m of EBITDA,<br />

EUR394m of EBIT and EUR49m of net income. They also represented EUR866m of gross capex.<br />

These numbers include BWB for the first 10 months of 2012 (BGe ~EUR120m) but also the<br />

EUR82m one-off charge related to Dalkia in Italy (through Dalkia International). As a consequence,<br />

EUR2.3bn of net debt is removed from <strong>Veolia</strong>’s balance sheet (including EUR1.4bn for BWB).<br />

Despite removing the related EBITDA, ~EUR2.0bn of net debt remains on <strong>Veolia</strong>’s balance sheet<br />

are they are inter-company loans. In the table below we present our estimates of 2012 pro forma<br />

factoring in new IFRS rules.<br />

Fig. 4:<br />

2012 key metrics pro forma<br />

Sales EBITDA D&A EBIT<br />

Water 10,005 802 381 445<br />

Waste 7,960 917 564 300<br />

Energy 4,911 284 109 187<br />

Others 243 (113) 19 (165)<br />

Total 23,118 1,889 1,073 767<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

Factoring in these impacts, <strong>Veolia</strong> translated its initial target in order to comply with the new IFRS<br />

rules. Hence, net debt is now guided to EUR8-9bn by YE13. <strong>Veolia</strong> also introduced an adjusted net<br />

debt metric excluding the EUR2.0bn of loans to JVs. Hence, <strong>Veolia</strong> expects to reach EUR6-7bn of<br />

adjusted net debt by YE13. It is important to understand that net debt will convergence towards the<br />

adjusted net debt in the future, as loans to JVs will be repaid. So, we believe there is an economic<br />

reason why <strong>Veolia</strong> has introduced this “adjusted net debt” concept. The adjusted ND/(Op. CF +<br />

OFA) is targeted at 3.0x by YE14. Barring a strong macro impact on EBITDA, we believe this target<br />

could be achieved as soon as 2013. Indeed, on our estimates, <strong>Veolia</strong>’s leverage will reach 2.99x at<br />

YE13, down from an estimated 3.06x in 2012 (BGe).<br />

5


<strong>Veolia</strong> <strong>Environnement</strong><br />

Fig. 5:<br />

Leverage could be one year ahead of schedule<br />

8,000<br />

7,000<br />

6,000<br />

5,000<br />

4,000<br />

3,000<br />

2,000<br />

2012 2013e 2014e 2015e 2016e<br />

3.10<br />

3.05<br />

3.00<br />

2.95<br />

2.90<br />

2.85<br />

2.80<br />

Adj. Net debt<br />

Adj. ND/(Op. CF+OFA)<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

Credit rating<br />

The question mark is whether these changes will affect credit ratings. Management said that following<br />

first informal contacts rating agencies have not said that this changes everything. While <strong>Veolia</strong>’s rating<br />

at Moody’s benefits from a leeway there is more pressure on the S&P side, where <strong>Veolia</strong> struggles to<br />

meet the FFO/ND ratio of 20%. Next reviews are not planned before May.<br />

BWB, Dalkia International and VTD<br />

<strong>Veolia</strong> deconsolidated EUR1.4bn of net debt from the Berlin water contract and EUR140m of<br />

EBITDA. However, it has retained its 25% stake, while Berlin’s regional government owns the<br />

remaining 75%. If <strong>Veolia</strong> does not manage to keep the operation of the Berlin water network, we<br />

understand the group will seek to divest its stake to Berlin’s regional government. The value would be<br />

close to EUR600-650m and is not part of the asset disposal programme.<br />

The exit trajectory from VTD has been clearly defined co-jointly with the CDC, the financial arm of<br />

the French government. CDC and <strong>Veolia</strong> will convert EUR520m and EUR280m of debt into equity,<br />

respectively. Once done, <strong>Veolia</strong>’s net debt will have a EUR500m exposure to VTD. Simultaneously to<br />

this recapitalisation, financial debt is expected to be raised. Moreover, proceeds from disposals at<br />

VTD’s level (assets in Central and Eastern Europe as well as in Asia...) will serve to repay <strong>Veolia</strong>. The<br />

EUR500m exposure is included in the 2013 EUR1bn divestment target. At a later stage, probably in<br />

2014, <strong>Veolia</strong> will seek to sell its remaining 40% stake in VTD; this should be a two-step exit.<br />

The management team clarified its positioning vis-à-vis Dalkia International (DKI). This subsidiary<br />

amounts to EUR370m of EBITDA at 100%. The 2012 performance of DKI was very satisfying, with<br />

11% EBITDA growth (excluding the EUR82m charge in Italy) which was improved by the changes<br />

in scope. <strong>Veolia</strong> is seeking a way out of the EUR1.7bn debt consolidated in its balance sheet related to<br />

DKI while the EUR300m of EBITDA is removed. However, any rational solutions tend to be<br />

avoided by one of the party. While <strong>Veolia</strong> does not want to divest from this strongly growing JV (25%<br />

EDF/75% Dalkia leading EDF and <strong>Veolia</strong> to own 50% each of DKI), the group will keep seeking by<br />

all means to at least keep the control of DKI and at best take full ownership.<br />

6


<strong>Veolia</strong> <strong>Environnement</strong><br />

Cash management<br />

2012 was also the occasion for the group to proactively manage its debt in order to not increase its<br />

cash level despite the significant disposals. Net of new issuance, <strong>Veolia</strong> bought back EUR1.7bn and<br />

USD0.56m for a one-off cost of EUR47m in 2012. As a result, the repayment schedule is relatively<br />

smooth with no important peak. The company is likely to continue managing quite proactively its<br />

debts in 2013. An important condition is that the NPV of such moves must remain positive.<br />

Hybrid bonds<br />

Management clarified the rationale of the issuance of a EUR1.5bn (EUR1.0bn at 4.5% and GBP0.4m<br />

at 4.875%) at the start of 2013 although <strong>Veolia</strong> has a relatively strong liquidity position. The aim of<br />

the group was to benefit from attractive rates and spreads in order to: (i) increase its room for<br />

manoeuvre vis-à-vis rating agencies during the execution of the restructuring programme; (ii) be<br />

prompt to react if it has the opportunity to buy-back partners (if earnings accretive). While this will be<br />

treated as 100% equity under IFRS rules, and 50% equity by rating agencies (until it is repaid for<br />

Moody’s and until April 2018 for S&P). According to the CFO, this has no vocation to remain long<br />

on the balance-sheet and it is highly likely to be paid back when callable (April 2018).<br />

7


<strong>Veolia</strong> <strong>Environnement</strong><br />

EUR1.4bn of net capex p.a.<br />

down from EUR2.1bn<br />

Capex, FCF generation and dividends<br />

Capex targets<br />

New IFRS rules were also the occasion for the group to reset its capex guidance as of 2013. At the<br />

2011 capital markets day, <strong>Veolia</strong> guided for gross capex of EUR2.5bn per year as well as disposals of<br />

EUR0.4m per annum. The new target is now gross capex of EUR1.7bn and net capex of EUR1.4bn<br />

p.a. The difference comes from new IFRs rules (EUR500m less), the deconsolidation of Berlin (BGe<br />

EUR150m of capex p.a.) and capex reduction as announced last summer.<br />

New gross capex target represents ~7% of sales. The company intends to keep a bit of leeway here as<br />

it wants to be able to have the opportunity to buy-out partners in JVs, either for synergies (if earnings<br />

accretive; for instance in Proactiva or Northern Europe) or accelerating the exit from this asset.<br />

2012 quarterly performance<br />

3,500<br />

103<br />

371<br />

-2,023<br />

3,000<br />

2,748<br />

2,500<br />

2,000<br />

1,500<br />

-1,110<br />

1,000<br />

FCF<br />

Adding new capex guidance to cost savings should allow <strong>Veolia</strong> to continue to improve its FCF<br />

profile. <strong>Veolia</strong> achieved EUR89m of FCF before dividend and disposals in 2012 and this should also<br />

apply in 2013 according to the management. The company targets EUR350-400m of FCF before<br />

dividend and disposals by 2015. This will be enough to pay the dividend of EUR0.7 per share, which<br />

represents EUR365m p.a. if fully paid in cash.<br />

500<br />

0<br />

Op. CF OFA Working<br />

cap.<br />

Source: Company data<br />

89<br />

Capex Others FCF<br />

Generating sustainable positive FCF is, in our opinion, a key element for the stock to be rerated.<br />

Investors had long been pessimistic about the ability of the group to contain its debt and/or pay the<br />

dividend. The return to positive FCF before dividend in 2012 and the target of positive FCF for 2013<br />

as well should help make credible both: (i) the positive impact of cost-cutting measures; and (more<br />

importantly to us) (ii) the sustainability of the EUR0.7 dividend.<br />

Fig. 6:<br />

FCF trajectory over 2013-16e [EURm]<br />

800<br />

600<br />

400<br />

200<br />

0<br />

-200<br />

-400<br />

2013 2014 2015 2016<br />

FCF before didivends<br />

FCF after didivends<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

Dividend secured as long as<br />

earnings’ trajectory improves<br />

Dividend<br />

Management has extended the EUR0.7 dividend per share for at least an extra year (up to 2014).<br />

From a cash management point of view, there is no issue here. We believe <strong>Veolia</strong>’s dividend policy is<br />

based upon the development of underlying earnings. As long as the group is on track to achieve its<br />

restructuring, the EUR0.7 DPS will be guaranteed. While there is no official guidance for 2013-15, the<br />

company implicitly guides for a net result roughly on par with the dividend in 2014 and a potential<br />

8


<strong>Veolia</strong> <strong>Environnement</strong><br />

return to historic pay-out levels in 2015. Our understanding is that EPS could be close to EUR0.70 in<br />

2014 and close to EUR1.0 in 2015. This compares to new BG estimates of EUR0.68 and EUR0.95<br />

(before impact from hybrid bonds).<br />

5 growth pillars<br />

Investments in China are<br />

now paying off; FCF>0 in<br />

2012<br />

Growth pillars<br />

Most of the growth capex will be oriented towards the attractive growing markets. While today only<br />

30% of revenues come from these regions, <strong>Veolia</strong> intends to bring this to 50% by 5 years from now.<br />

The five growth pillars are: (i) Water in Eastern and Central; (ii) Energy services in Eastern and<br />

Central Europe; (iii) Water in China; (iv) Waste in UK; and (v) Hazardous waste. These growth<br />

platforms should add EUR400m of EBITDA between 2011 and 2015. In 2012, they contributed<br />

EUR68m to EBITDA.<br />

China is a good example. For instance, <strong>Veolia</strong> already successfully grew Water EBITDA in China by<br />

18% p.a. between 1999 and 2012. For the first time, <strong>Veolia</strong> achieved FCF breakeven in China in 2011.<br />

And in 2012, positive FCF stood at ~EUR30m. China has reached the end of a long capex cycle. The<br />

P&L of the Chinese activities are set to improve meaningfully.<br />

Hazardous waste is an emerging growth platform and was not included in the 2011 CMD. The two<br />

drivers of this division will be: (i) the dismantling of nuclear plants, a market value of EUR200bn over<br />

20 years according to management and EUR30bn in France only; and (ii) water treatment for the oil,<br />

gas and mining businesses.<br />

Price pressure easing<br />

All players are suffering<br />

2012 quarterly performance<br />

6%<br />

4%<br />

2%<br />

0%<br />

-2%<br />

-4%<br />

-6%<br />

1Q12 2Q12 3Q12 4Q12<br />

Reported growth s [y/y %] Organic growth [y/y %]<br />

Source: Company data<br />

French water trends<br />

Price pressure<br />

The French water market represents 10% of <strong>Veolia</strong>’s revenues and 13% of EBITDA. The group has<br />

not seen degradation in trading conditions recently. It continues to expect a EUR50m p.a. negative<br />

impact from contract renegotiations in 2012-15. According to the company, current price pressure is<br />

less intense than in the past.<br />

Management said that all players are evenly impacted by the trend. However, it thinks <strong>Veolia</strong> is the<br />

first group to have renegotiated large contracts while peers have only recently started (2011 for Saur<br />

and 2012 for Suez <strong>Environnement</strong>). Suez’s contract portfolio is most exposed to sewage businesses,<br />

where the price pressure is somewhat lower than the drinking water segment. This makes the negative<br />

impact less clear than for <strong>Veolia</strong>. Moreover, management believes it will be able to recover 50% of the<br />

profits lost from contract renegotiations endured between 2010 and 2015.<br />

Waste business trends<br />

In 2012, <strong>Veolia</strong> achieved a stable activity in the Waste division. Despite tough volume conditions,<br />

<strong>Veolia</strong> managed to grow organically by +3.0% in Q4 2012, vs. a decline in the three other quarters.<br />

This was helped by market share gains in hazardous waste volumes in France. Overall treated volumes<br />

were flat in 2012 vs. -1% at end-September 2012. In Q4 2012, waste volumes of <strong>Veolia</strong> benefitted<br />

from a deadweight effect, particularly in Australia and in incineration in France.<br />

Whereas it is too early to get a precise indication of the business trends from the beginning of 2013,<br />

the CEO indicated that volumes were in line with Q4, with volumes tending to be declining. There<br />

seems to be no inflection point yet. Remember that for 2013 Q1 will be tough basis of comparison,<br />

which will ease in Q2 and be standard in H2.<br />

9


<strong>Veolia</strong> <strong>Environnement</strong><br />

The figures below show the recent recyclates prices. For 2013, we retain the average price year-todate.<br />

If prices were to remain at current levels, this would imply a relatively neutral price effect in<br />

2013.<br />

Fig. 7: Paper prices 1.04 [EUR/t] Fig. 8: Ferrous metal prices E40 [EUR/t]<br />

120<br />

250%<br />

350<br />

60%<br />

100<br />

200%<br />

300<br />

40%<br />

80<br />

60<br />

40<br />

20<br />

-<br />

2005 2006 2007 2008 2009 2010 2011 2012 2013<br />

150%<br />

100%<br />

50%<br />

0%<br />

-50%<br />

-100%<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

2007<br />

2008<br />

2009<br />

2010<br />

2011<br />

2012<br />

2013<br />

20%<br />

0%<br />

-20%<br />

-40%<br />

-60%<br />

Price [LHS]<br />

y/y % [RHS]<br />

Price [LHS]<br />

y/y % [RHS]<br />

Source: Revipap<br />

Source: <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests<br />

Fig. 9: Aluminium prices [USD/t] Fig. 10: PET prices [EUR/t]<br />

3,000<br />

40%<br />

1,600<br />

30%<br />

2,500<br />

2,000<br />

1,500<br />

1,000<br />

500<br />

-<br />

1994<br />

1995<br />

1996<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

2007<br />

2008<br />

2009<br />

2010<br />

2011<br />

2012<br />

2013<br />

30%<br />

20%<br />

10%<br />

0%<br />

-10%<br />

-20%<br />

-30%<br />

-40%<br />

1,400<br />

1,200<br />

1,000<br />

800<br />

600<br />

400<br />

200<br />

-<br />

2009 2010 2011 2012 2013<br />

25%<br />

20%<br />

15%<br />

10%<br />

5%<br />

0%<br />

-5%<br />

-10%<br />

Price [LHS]<br />

y/y % [RHS]<br />

Price [LHS]<br />

y/y % [RHS]<br />

Source: Datastream<br />

Source: Datastream<br />

10


<strong>Veolia</strong> <strong>Environnement</strong><br />

Factoring in new IFRS rules<br />

Changes in estimates<br />

We updated our estimates to reflect the new IFRS rules. This leads us to removing ~EUR6.3bn of<br />

sales and ~EUR800m of EBITDA. This explains why we stand ~23% below EBITDA consensus.<br />

The impact on EPS is broadly neutral. Excluding the impact of the hybrid bonds, our 2013 EPS goes<br />

from EUR0.55 to EUR0.57 and our 2014 EPS is increased to EUR0.72 from EUR0.68. Factoring in<br />

the hybrid bonds (EUR70m charge before taxes) brings our 2013 and 2014 EPS to EUR0.48 and<br />

EUR0.63 respectively. EUR0.63 EPS in 2014 compares to a dividend per share of EUR0.7 and the<br />

implicit guidance of an EPS on par with the dividend by then.<br />

~37% EPS CAGR between<br />

2012 and 2015<br />

Despite modelling a tough macro environment (no GDP growth by 2016), we expect <strong>Veolia</strong> to<br />

increase its EPS by 37% per annum on average between 2012 and 2015. Hence, we continue to see<br />

<strong>Veolia</strong> as an attractive self-help story.<br />

The tables below detail our estimates for <strong>Veolia</strong> between 2013 and 2016..<br />

Fig. 11: Estimates changes summary – BG. vs. consensus<br />

2013e<br />

2014e<br />

Revenue EBITDA EPS Revenue EBITDA EPS<br />

New Old New Old New Old New Old New Old New Old<br />

BG 23,708 28,594 2,027 2,707 0.48 0.55 24,298 29,533 2,159 2,921 0.63 0.68<br />

Cons (IBES) 27,835 2,650 0.57 28,344 2,774 0.76<br />

BGe vs. cons -14.8% -23.5 -0.48% -14.3% -22.2% -17.3%<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

Fig. 12: Revenues breakdown by division [EURm]<br />

2008 2009 2010 2011 2012 2013e 2014e 2015e 2016e 2013-16<br />

CAGR<br />

Water 12,558 12,556 12,128 12,617 12,078 10,098 10,299 10,448 10,646 1.8%<br />

y/y % 14.9% 0.0% -3.4% 4.0% -4.3% -16.4% 2.0% 1.4% 1.9%<br />

Waste 10,144 9,056 9,312 9,740 9,083 7,942 8,054 8,168 8,282 1.4%<br />

y/y % 10.1% -10.7% 2.8% 4.6% -6.7% -12.6% 1.4% 1.4% 1.4%<br />

Energy 7,449 7,079 7,582 7,290 7,665 5,425 5,696 5,981 6,280 5.0%<br />

y/y % 8.0% -5.0% 7.1% -3.9% 5.1% -29.2% 5.0% 5.0% 5.0%<br />

Transport 6,054 5,860 5,765 - - - - - - n/a<br />

y/y % 8.3% -3.2% -1.6% - - - - - -<br />

Others - - - - 613 243 249 255 261 2.5%<br />

y/y % - - - - - -60.4% 2.5% 2.5% 2.5%<br />

Total 36,205 34,551 34,787 29,647 29,439 23,708 24,298 24,851 25,471 2.4%<br />

y/y % 11.0% -4.6% 0.7% -14.8% -0.7% -19.5% 2.5% 2.3% 2.5%<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

11


<strong>Veolia</strong> <strong>Environnement</strong><br />

Fig. 13: EBITDA breakdown by division [EURm]<br />

2008 2009 2010 2011 2012 2013e 2014e 2015e 2016e 2013-16<br />

CAGR<br />

Water 1,821 1,801 1,479 1,462 1,172 858 877 928 953 3.6%<br />

y/y % -1.1% -17.9% -1.1% -19.8% -26.8% 2.2% 5.8% 2.7%<br />

% of sales 14.5% 14.3% 12.2% 11.6% 9.7% 8.5% 8.5% 8.9% 9.0%<br />

Waste 1,362 1,194 1,297 1,197 1,048 918 975 1,066 1,103 6.3%<br />

y/y % -12.3% 8.6% -7.7% -12.5% -12.4% 6.2% 9.3% 3.5%<br />

% of sales 13.4% 13.2% 13.9% 12.3% 11.5% 11.6% 12.1% 13.0% 13.3%<br />

Energy 755 737 690 598 544 339 376 437 460 10.7%<br />

y/y % -2.4% -6.4% -13.4% -8.9% -37.7% 10.8% 16.3% 5.3%<br />

% of sales 10.1% 10.4% 9.1% 8.2% 7.1% 6.3% 6.6% 7.3% 7.3%<br />

Transport 292 312 329 0 0 0 0 0 0 n/a<br />

y/y % 6.7% 5.7% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%<br />

% of sales 4.8% 5.3% 5.7% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%<br />

Holding/Others (94) (105) (141) (105) (42) (89) (69) (69) (69) -7.9%<br />

y/y % 12.0% 34.5% -25.5% -60.0% 110.8% -22.0% 0.0% 0.0%<br />

Total EBITDA 4,137 3,939 3,654 3,152 2,723 2,027 2,159 2,362 2,448 6.5%<br />

y/y % -4.8% -7.2% -13.7% -13.6% -25.6% 6.5% 9.4% 3.6%<br />

% of sales 11.4% 11.4% 10.5% 10.6% 9.4% 8.5% 8.9% 9.5% 9.6%<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

12


<strong>Veolia</strong> <strong>Environnement</strong><br />

Fig. 14: EBIT breakdown by division [EURm]<br />

2008 2009 2010 2011 2012 2013e 2014e 2015e 2016e 2013-16 CAGR<br />

Water 1,196 1,164 1,020 972 674 452 451 483 488 2.5%<br />

y/y % -5.5% -2.7% -12.4% -4.7% -30.7% -32.9% -0.2% 6.9% 1.0%<br />

% of sales 9.5% 9.3% 8.4% 7.7% 5.6% 4.5% 4.4% 4.6% 4.6%<br />

Waste 641 360 609 508 356 320 348 409 417 9.2%<br />

y/y % -20.3% -43.8% 69.3% -16.6% -29.9% -10.2% 8.7% 17.6% 1.9%<br />

% of sales 6.3% 4.0% 6.5% 5.2% 3.9% 4.0% 4.3% 5.0% 5.0%<br />

Energy 425 416 460 386 299 236 267 323 341 13.2%<br />

y/y % 9.4% -2.0% 10.5% -16.1% -22.7% -21.1% 13.4% 21.1% 5.6%<br />

% of sales 5.7% 5.9% 6.1% 5.3% 3.9% 4.3% 4.7% 5.4% 5.4%<br />

Transport 130 158 146 - - - - - - n/a<br />

y/y % 12.6% 22.1% -7.9% - - - - - -<br />

% of sales 2.1% 2.7% 2.5% - - - - - -<br />

Holding/Others (108) (166) (179) (166) (135) (131) (114) (116) (118) -3.5%<br />

y/y % 4.4% 54.4% 7.6% -7.6% -18.6% -2.7% -13.2% 1.8% 1.8%<br />

Total 2,283 1,932 2,056 1,701 1,194 877 953 1,099 1,128 8.7%<br />

y/y % -7.5% -15.4% 6.4% -17.3% -29.8% -26.5% 8.6% 15.4% 2.6%<br />

% of sales 6.3% 5.6% 5.9% 5.7% 4.1% 3.7% 3.9% 4.4% 4.4%<br />

+ Joint Ventures - - - - - 122 141 172 184 14.7%<br />

EBIT + JVs 2,283 1,932 2,056 1,701 1,194 999 1,093 1,271 1,312 9.5%<br />

y/y % -7.5% -15.4% 6.4% -17.3% -29.8% -16.3% 9.4% 16.3% 3.2%<br />

% of sales 6.3% 5.6% 5.9% 5.7% 4.1% 4.2% 4.5% 5.1% 5.2%<br />

Source: Company Data; <strong>Bryan</strong>, <strong>Garnier</strong> & Co ests.<br />

13


<strong>Veolia</strong> <strong>Environnement</strong><br />

Price Chart and Rating History<br />

<strong>Veolia</strong> <strong>Environnement</strong><br />

28<br />

5/3/13<br />

26<br />

24<br />

22<br />

20<br />

18<br />

16<br />

14<br />

12<br />

10<br />

8<br />

6<br />

2010 2011 2012<br />

VEOLIA ENVIRONNEMENT<br />

Source: Thomson Reuters Datastream<br />

Ratings<br />

Date Ratings Price<br />

10-03-11 BUY EUR11.07<br />

Target Price<br />

Date<br />

Target price<br />

14-01-13 <strong>EUR13</strong><br />

04-09-12 EUR12.9<br />

23-11-11 EUR14.3<br />

03-10-11 EUR15<br />

14


<strong>Veolia</strong> <strong>Environnement</strong><br />

BUY<br />

NEUTRAL<br />

SELL<br />

<strong>Bryan</strong> <strong>Garnier</strong> stock rating system<br />

For the purposes of this Report, the <strong>Bryan</strong> <strong>Garnier</strong> stock rating system is defined as follows:<br />

Stock rating<br />

Positive opinion for a stock where we expect a favourable performance in absolute terms over a period of 6 months from the publication of a<br />

recommendation. This opinion is based not only on the <strong>FV</strong> (the potential upside based on valuation), but also takes into account a number of<br />

elements including a SWOT analysis, positive momentum, technical aspects and the sector backdrop. Every subsequent published update on the stock<br />

will feature an introduction outlining the key reasons behind the opinion.<br />

Opinion recommending not to trade in a stock short-term, neither as a BUYER or a SELLER, due to a specific set of factors. This view is intended to<br />

be temporary. It may reflect different situations, but in particular those where a fair value shows no significant potential or where an upcoming binary<br />

event constitutes a high-risk that is difficult to quantify. Every subsequent published update on the stock will feature an introduction outlining the key<br />

reasons behind the opinion.<br />

Negative opinion for a stock where we expect an unfavourable performance in absolute terms over a period of 6 months from the publication of a<br />

recommendation. This opinion is based not only on the <strong>FV</strong> (the potential downside based on valuation), but also takes into account a number of<br />

elements including a SWOT analysis, positive momentum, technical aspects and the sector backdrop. Every subsequent published update on the stock<br />

will feature an introduction outlining the key reasons behind the opinion.<br />

Distribution of stock ratings<br />

BUY ratings 51.4% NEUTRAL ratings 27.5% SELL ratings 21.1%<br />

1 <strong>Bryan</strong> <strong>Garnier</strong> shareholding<br />

in Issuer<br />

2 Issuer shareholding in <strong>Bryan</strong><br />

<strong>Garnier</strong><br />

Research Disclosure Legend<br />

<strong>Bryan</strong> <strong>Garnier</strong> & Co Limited or another company in its group (together, the “<strong>Bryan</strong> <strong>Garnier</strong> Group”) has a<br />

shareholding that, individually or combined, exceeds 5% of the paid up and issued share capital of a company<br />

that is the subject of this Report (the “Issuer”).<br />

The Issuer has a shareholding that exceeds 5% of the paid up and issued share capital of one or more members<br />

of the <strong>Bryan</strong> <strong>Garnier</strong> Group.<br />

3 Financial interest A member of the <strong>Bryan</strong> <strong>Garnier</strong> Group holds one or more financial interests in relation to the Issuer which are<br />

significant in relation to this report<br />

4 Market maker or liquidity<br />

provider<br />

A member of the <strong>Bryan</strong> <strong>Garnier</strong> Group is a market maker or liquidity provider in the securities of the Issuer or<br />

in any related derivatives.<br />

5 Lead/co-lead manager In the past twelve months, a member of the <strong>Bryan</strong> <strong>Garnier</strong> Group has been lead manager or co-lead manager<br />

of one or more publicly disclosed offers of securities of the Issuer or in any related derivatives.<br />

6 Investment banking<br />

agreement<br />

A member of the <strong>Bryan</strong> <strong>Garnier</strong> Group is or has in the past twelve months been party to an agreement with the<br />

Issuer relating to the provision of investment banking services, or has in that period received payment or been<br />

promised payment in respect of such services.<br />

7 Research agreement A member of the <strong>Bryan</strong> <strong>Garnier</strong> Group is party to an agreement with the Issuer relating to the production of<br />

this Report.<br />

8 Analyst receipt or purchase<br />

of shares in Issuer<br />

The investment analyst or another person involved in the preparation of this Report has received or purchased<br />

shares of the Issuer prior to a public offering of those shares.<br />

9 Remuneration of analyst The remuneration of the investment analyst or other persons involved in the preparation of this Report is tied<br />

to investment banking transactions performed by the <strong>Bryan</strong> <strong>Garnier</strong> Group.<br />

10 Corporate finance client In the past twelve months a member of the <strong>Bryan</strong> <strong>Garnier</strong> Group has been remunerated for providing<br />

corporate finance services to the issuer or may expect to receive or intend to seek remuneration for corporate<br />

finance services from the Issuer in the next six months.<br />

11 Analyst has short position The investment analyst or another person involved in the preparation of this Report has a short position in the<br />

securities or derivatives of the Issuer.<br />

12 Analyst has long position The investment analyst or another person involved in the preparation of this Report has a long position in the<br />

securities or derivatives of the Issuer.<br />

13 <strong>Bryan</strong> <strong>Garnier</strong> executive is<br />

an officer<br />

A partner, director, officer, employee or agent of the <strong>Bryan</strong> <strong>Garnier</strong> Group, or a member of such person’s<br />

household, is a partner, director, officer or an employee of, or adviser to, the Issuer or one of its parents or<br />

subsidiaries. The name of such person or persons is disclosed above.<br />

14 Analyst disclosure The analyst hereby certifies that neither the views expressed in the research, nor the timing of the publication of<br />

the research has been influenced by any knowledge of clients positions and that the views expressed in the<br />

report accurately reflect his/her personal views about the investment and issuer to which the report relates and<br />

that no part of his/her remuneration was, is or will be, directly or indirectly, related to the specific<br />

recommendations or views expressed in the report.<br />

15 Other disclosures Other specific disclosures: Report sent to Issuer to verify factual accuracy (with the recommendation/rating,<br />

price target/spread and summary of conclusions removed).<br />

A copy of the <strong>Bryan</strong> <strong>Garnier</strong> & Co Limited conflicts policy in relation to the production of research is available at www.bryangarnier.com<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

No<br />

Yes<br />

No<br />

15


London<br />

Paris<br />

New York<br />

26 Avenue des Champs Elysées 750 Lexington Avenue<br />

75008 Paris<br />

New York, NY 10022<br />

Tel: +33 (0) 1 56 68 75 00<br />

Tel: +1 (0) 212 337 7000<br />

Fax: +33 (0) 1 56 68 75 01 Fax: +1 (0) 212 337 7002<br />

Regulated by the<br />

FINRA and SIPC member<br />

Financial Services Authority (FSA) and<br />

l’Autorité des Marchés Financiers<br />

(AMF)<br />

Geneva<br />

rue de Grenus 7<br />

CP 2113<br />

Genève 1, CH 1211<br />

Tel +4122 731 3263<br />

Fax+4122731 3243<br />

Regulated by the<br />

Swiss Federal Banking<br />

Commission<br />

New Delhi<br />

The Imperial Hotel<br />

Janpath<br />

New Delhi 110 001<br />

Tel +91 11 4132 6062<br />

+91 98 1111 5119<br />

Fax +91 11 2621 9062<br />

Dowgate Hill House<br />

14-16 Dow Gate Hill<br />

London EC4R 2SU<br />

Tel: +44 (0) 207 332 2500<br />

Fax: +44 (0) 207 332 2559<br />

Authorised and regulated by<br />

the Financial Services<br />

Authority (FSA)<br />

Important information<br />

This independent investment research report (the “Report”) was prepared by <strong>Bryan</strong> <strong>Garnier</strong> & Co Limited and is being distributed only to clients of <strong>Bryan</strong> <strong>Garnier</strong> & Co Limited<br />

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This Report is provided for information purposes only and does not constitute an offer, or a solicitation of an offer, to buy or sell relevant securities, including securities mentioned<br />

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The information and opinions contained in this Report have been compiled from and are based upon generally available information which the Firm believes to be reliable but the<br />

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Report, could cause actual results to differ materially from those in any Forward Looking Information.<br />

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This Report has not been approved by <strong>Bryan</strong> <strong>Garnier</strong> & Co Limited for the purposes of section 21 of the Financial Services and Markets Act 2000 because it is being distributed in<br />

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This research report (the “Report”) was prepared by <strong>Bryan</strong> <strong>Garnier</strong> & Co. Ltd. for information purposes only. The Report is intended for distribution in the United States to<br />

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effect transactions in any security discussed in this Report should call or write to our US affiliated broker, <strong>Bryan</strong> <strong>Garnier</strong> Securities, LLC. 750 Lexington Avenue, New York NY<br />

10022. Telephone: 1-212-337-7000.<br />

This Report is based on information obtained from sources that <strong>Bryan</strong> <strong>Garnier</strong> & Co. Ltd. believes to be reliable and, to the best of its knowledge, contains no misleading, untrue or<br />

false statements but which it has not independently verified. Neither <strong>Bryan</strong> <strong>Garnier</strong> & Co. Ltd. and/or <strong>Bryan</strong> <strong>Garnier</strong> Securities LLC make no guarantee, representation or<br />

warranty as to its accuracy or completeness. Expressions of opinion herein are subject to change without notice. This Report is not an offer to buy or sell any security.<br />

<strong>Bryan</strong> <strong>Garnier</strong> Securities, LLC and/or its affiliate, <strong>Bryan</strong> <strong>Garnier</strong> & Co. Ltd. may own more than 1% of the securities of the company(ies) which is (are) the subject matter of this<br />

Report, may act as a market maker in the securities of the company(ies) discussed herein, may manage or co-manage a public offering of securities for the subject company(ies), may<br />

sell such securities to or buy them from customers on a principal basis and may also perform or seek to perform investment banking services for the company(ies).<br />

<strong>Bryan</strong> <strong>Garnier</strong> Securities, LLC and/or <strong>Bryan</strong> <strong>Garnier</strong> & Co. Ltd. are unaware of any actual, material conflict of interest of the research analyst who prepared this Report and are also<br />

not aware that the research analyst knew or had reason to know of any actual, material conflict of interest at the time this Report is distributed or made available.

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