Mondi Mergers and Acquisitions Presentation Deck

Made public by

sourced by PitchSend

2 of 30

Category

Industrial

Published

July 2007

Slides

Transcriptions

#1mondi OVERVIEW PRESENTATION ON DEMERGER July 2007 This presentation is being made only to and is directed only at (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this presentation or any of its contents.#2OVERVIEW OF THE MONDI DEMERGER Listing Structure Time Table Joint Sponsors Dual listed company structure (DLC) Primary listings: Mondi plc - LSE main market Mondi LTD - Johannesburg Stock Exchange Secondary listing - Mondi plc on the Johannesburg Stock Exchange 100% demerger No capital raising by either Mondi or Anglo American For every 20 Anglo American plc Ordinary Shares held: 5 Mondi Plc ("MPLC") Ordinary Shares 2 Mondi Limited ("MLTD") Ordinary Shares Friday 01 June 2007 Monday 25 June 2007 Tuesday 03 July 2007 mondi Mondi prospectus published and circular sent to Anglo American shareholders Anglo American shareholder meeting Expected admission to listing, start of trading Goldman Sachs International (UK) UBS Limited (UK, SA) PAGE 1#3EXPERIENCED MANAGEMENT TEAM Paul Hollingworth (CFO) 47 years old Relevant experience CFO BPB plc ● CFO De La Rue plc . CFO Ransomes plc Andrew King (Strategy/BD) 37 years old Relevant experience ● Corporate Development Director Mondi Europe VP Corporate Finance Anglo American Relevant experience CEO Mondi Europe Financial Director Mondi Group Divisional Finance Manager Anglo American Kurt Mitterböck (Technical/ Procurement) 55 years old Relevant experience David Hathorn (CEO) 45 years old ● Member of Management Board MBP ● Production Director MBP Peter Oswald (CEO MP) 44 years old Relevant experience ● CEO MP Corr. Bus. CEO MP Bag Conv. and Flex. Plant Manager Bags Maastricht ● Corporate Controller Frantschach Group mondi Mervyn Walker (HR/Legal) 48 years old Relevant experience Chairman Pensions Trustees AMEC plc Director UK Airports and Heathrow Airport BA HR Director BA Günther Hassler (CEO MBP) 48 years old Relevant experience Member of Board of Management of Zellstoff Pöls . CFO MBP Senior Consultant Ernst & Whinney PAGE 2#4MONDI AT A GLANCE Sales(1)/ EBITDA Margin (2006) Products Positions in Europe mondi packaging ALL YOU NEED IS NE 13% €3.2B 28 риош mondi m m No. 1 Kraft Paper(2) No. 2 Kraftliner(2) No. 1 Bag Converting (3) mondi business paper IQ 13% Tearinn €1.9B No. 1 Office Paper(2) No. 2 UCWF(2) mondi packaging South Africa 13% €0.4B No. 1 Corrugated Packaging in South Africa (3) mondi mondi merchant /newsprint 0304 THE MERCURY PRETORIA NEWS 9% POST Daily News SONEN €0.5B No. 1 Newsprint in South Africa (2) Leading Positions in Emerging Europe (4) (1) Segment revenues, including inter-segment revenues, excluding associates. (2) Based on production capacity. (3) Based on sales. (4) Management estimate based on sales. Sources: RISI, Pöyry Forest Industry Consulting, Freedonia, BMI Foodpack, PAMSA, Mondi PAGE 3#5MONDI GROUP OUTPERFORMANCE VS. PEERS Leading market position + Strong asset base Focus on performance Outperforming its peers ROCE Mondi Group Mondi Group VS. peers (index) Weighted Average ROCE³ 2001-2006 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 18% 147 (10.0)% 2001 Mead Westvaco M-real 21% 197 2002 Int. Paper DS Smith- 17% Mondi Portucel¹ UPM Domtar 203 2003 Notes: (a) Mondi ROCE figures stated as reported by Mondi. (b) Competitors' ROCE figures average unweighted. Source: Public filings of peers and Mondi internal filings SCA Sappi PCA Stora Enso 11% Smurfit-Stone 131 2004 Weyer- hauser 9% 10.0% 144 5.0% (5.0)% 0.0% Sales CAGR in Local Currency 2001-2006 (%) mondi 2005 Smurfit Kappa² 15.0% 8% 109 2006 Ø peer 100 20.0% €6bn Sales 2006 (1) Data per 2001-2005A. (2) Data per 2003-2006A. (3) ROCE = EBIT (before special items)/CE = St borrowing + Lt borrowing + pref. equity + minority interest + total common equity-cash and near cash. PAGE 4#6MONDI STRATEGIC DRIVERS Strong market position + Strong asset base Focus on performance Outperforming its peers Value creation Leading market positions • High exposure to attractive product segments and geographies ● Upstream production cost advantages Vertically integrated Comprehensive Business Excellence programmes ● Proven M&A/integration track record ● Rigorous asset allocation management mondi ● Outperformed peers measured by ROCE over the cycle Well placed to benefit from any upcycle Continued focus on profitability and value-added growth in attractive segments PAGE 5#7LEADING MARKET SHARES Strong market position 1. 12345 2. 3. 4. 5. 1. 12345 2. 3. Kraftliner(1) 5. Smurfit Kappa Mondi SCA Ilim Pulp Europac Kraft Paper(¹) Mondi Billerud UPM 4. Segezha Stora Enso Release Liner(4)(5) 1. Avery Dennison 2. Raflatac 3. Mondi 4. 5. Loparex Huhtamaki Packaging Corrugated 27% 12% 11% 8% 5% 21% 14% 9% 7% 7% Bag 24% 16% 9% 7% 4% 1. 2. 3. 4. 4. 4. Flexibles Corrugated Packaging (2) (3) Smurfit Kappa SCA Mondi DS Smith International Paper SAICA Bag Converting (4) 1. Mondi 2. Segezha 3. 4. 5. Smurfit Kappa Brit. Polythene Bischof + Klein Extrusion Coating (4)(5) Walki Wisa 1. 2. Mondi 3. Amcor 4. 5. Stora Enso Schoeller 18% 9% 4% 4% 4% 4% 15% 7% 5% 4% 3% 9% 8% ΝΑ ΝΑ ΝΑ Stora Enso Top 5 Uncoated Woodfree Mondi M-Real IP Portucel Mondi Stora Enso IP M-Real mondi Portucel Office Paper Top 5 Office Paper 11% 10% 13% 10% 13% 11% 16% 14% 17% 16% Mondi BP generates approximately 65% of UCWF sales in faster growing Office Paper segment (1) Based on capacity. (2) Based on demand. (3) Based on ICCA forecasts of market size for 2006. (4) Based on sales. (5) No public information available, market shares are Mondi estimates. Sources: Mondi, RISI, ICCA, Freedonia, Pöyry Forest Industry Consulting, company filings, Henry Poole PAGE 6#8SIGNIFICANT EXPOSURE TO GOOD GROWTH SEGMENTS Strong market position + Strong asset base (1) Excluding acquisitions. Sources: Pöyry Forest Industry Consulting, Mondi 600 500 400 300 200 100 0 Mondi Group Sales 2006 45% Capital Expenditures (€M)(1) 30% 70% 55% 2004 Mature Markets 25% 75% 2005 Mondi Group Net Operating Assets 2006 39% 61% 2006 Emerging Markets mondi 62% 38% Mature markets: €0.5B ~47% maintenance ● ~53% expansion Emerging markets: €1.1B ~34% maintenance ● ~66% expansion Large investments create major upside in cyclical upturn PAGE 7#9UPSTREAM PRODUCTION COST ADVANTAGES LOW-COST POSITIONS Strong market position + Strong asset base €/t 800 0 Note: The graphs show delivered cost to Frankfurt, Germany. Sources: Pöyry Forest Industry Consulting, Mondi White-top Kraftliner W! T 100% of Mondi White-top Kraftliner capacity Cumulative capacity (Kt/a) 1,400 €/t 1,500 €/t 500 Unbleached Kraftliner !!! Universal Office Paper Cumulative capacity (Kt/a) 91% of Mondi Universal Office Paper Capacity mondi Cumulative capacity (Kt/a) 3,500 100% of Mondi Unbleached Kraftliner capacity 3,000 Mondi Paper Machines PAGE 8#10SUPERIOR ACCESS TO LOW-COST WOOD Strong market position + Strong asset base 21 23 Russia Average Hardwood and Softwood Costs (€/m³, Q4 2006) 24 29 Brazil Australia South Africa 30 31 Chile Poland 37 Note: The numbers are based on Pöyry Forest Industry Consulting's Q4 2006 wood cost comparison. Source: Pöyry Forest Industry Consulting Portugal 40 Finland 41 48 France Sweden mondi 35% of Mondi's wood consumption from Russia and South Africa ~ Russian and South African costs are largely under our own control. Therefore, future wood costs largely depend on efficiency of our own operations PAGE 9#11PLANNED MAJOR INVESTMENTS Strong market position + Strong asset base SYKTYVKAR MILL EXPANSION Modernisation and Expansion Investment cost of €525M 3-4 yr investment period Completion expected mid-2010 Universal Business Paper Cost Curve 1,200 1,000 800 600 400 200 Syktyvkar PM14 0 1,000 2,000 3,000 4,000 Cumulative capacity (1 000 t/a) Exposed to strong growth in demand for UCWF and containerboard in the domestic Russian market Well located to exploit the low-cost wood resources CONTAINERBOARD EXPANSION New 470,000t lightweight recycled containerboard machine and corrugated box plant mondi Capacity of c.250M m²/year Investment cost c.€350M In final feasibility Start up mid-late 2009 Recycled Fluting Cost Curve 350 300 250 200 150 100 0 PM CEE Light 10,000 5,000 Cumulative capacity (1 000 t/a) Likely to be located at our Polish operations Additional volume is required to supply the high growth Emerging European markets Targeted to be clear cost leader in Europe PAGE 10#12BENEFITING FROM INTEGRATED VALUE CHAIN Strong market position + Strong asset base Mondi's own availability Mondi's own demand Potential self sufficiency Forestry 7.6mm³ 14.8mm³ 51% Pulp 3.5Mt 3.8Mt 91% mondi Paper 5.8Mt Packaging: 3.3Mt (1) Refers to Mondi's demand and self-sufficiency of packaging paper (including MP and MPSA). Paper is the end product for non-packaging businesses. Notes: 2006 figures. Forestry figures are based on annual allowable cut (excluding firewood). Source: Mondi 2.1Mt(1) 154%(1) PAGE 11#13DISCIPLINED AND VALUE-ORIENTED M&A Strong market position + Strong asset base + Focus on performance M&A Strategy Sustainable low-cost advantage Restructuring and optimisation potential Target Attractive positions in Emerging Markets Napiag (A) Flexibles 2007 S&E (D, ITA), NBG (A) Flexibles 2006 Stambolijski (BG) Bag 2006 Akrosil (US, NL) Flexibles 2006 Bauernfeind (Europe) Corrugated 2004 Copamex (MEX)(¹) 2004 2002 Syktyvkar (RUS)(2) La Rochette (F, UK) Danisco (UK) Ruzomberok (SK)(²) Corrugated 2002 Corrugated 2001 2000 MBP AssiDomän (Europe) (¹) Bag, Flex. 2000 Regular review of acquisitions and integration to optimise value mondi Major M&A Deals since 2000 Business Year Bag MBP EV/EBITDA multiple: Mondi 4.4x(3) (1) Acquisition of part of business. (2) Share currently held: Syktyvkar 98%, Ruzomberok 51%. Mondi acquired 19.4% of Syktyvkar shares in 1997, 71.9% in 2002 and the remaining 6.7% thereafter. (3) Multiple average of Mondi weighted by Enterprise Value. Note: The acquisition of Lenco, a South African Plastics Business, is excluded as regulator approval has not yet been received. Source: Mondi PAGE 12#14PERFORMANCE IMPROVEMENTS IN ACQUIRED COMPANIES Strong market position + Strong asset base + Focus on performance Swiecie (tonnes per capita) (24% p.a.(³) 132 1997 (1) Ruzomberok (tonnes per capita) 20% p.a.(3) 83 2002 (¹) 902 (1) First full year of acquisition. (2) Including forest workers. (3) CAGR. Note: Tons per capita based on employees year average Source: Mondi 160 2000 (¹) 2006 Syktyvkar (2) (tonnes per capita) 13% p.a.(3) 2006 484 135 2006 mondi Integration Principles • Leverage synergies with existing operations Transfer know-how ● Improve efficiency ● Improve product mix • Closures/divestitures of underperforming sites PAGE 13#15ACQUISITIONS PRIMARY GROWTH DRIVER Strong market position + Strong asset base + Focus on performance Breakdown of Paper Production Volume Growth (Kt) 2,768 2000 CAGR(1): 13% 5% 8% Of which 542 subsequent to M&A(²) Organic growth 2000-06(¹) Acquired growth 2000-06(¹) 5,784 2006 mondi Total Growth: 3,016 Organic: 1,206 • Acquired: 1,810 (1) Growth figures refer to Compound Annual Growth Rate (CAGR), calculated as change in volume FY 2000 vs. FY 2006. (2) Any volume growth 12 rolling months after the first consolidation date is accounted for as organic growth. Source: Mondi PAGE 14#16RIGOROUS ASSET MANAGEMENT Strong market position + Strong asset base Focus on performance Reduced Testliner capacity by 11% in 2004 (~110Kt; 2 plants) Closed 11% of corrugated board capacity (~280mm²) since 2004 mondi Sale/conversion of Dunaújváros in 2006 represents a substantial capacity reduction in UCWF (~110Kt from 2007 onwards) Closed 32 packaging converting plants since 2002 Divested 30 packaging converting plants since 2002 Note: Closures and divestitures including activities within MBP and MP. Source: Mondi PAGE 15#17FIVE YEAR RECORD Group Revenue EBITDA % Margin Underlying Operating Profit % Margin Capital Employed % Return 2002 UK GAAP Note: N/A - not previously disclosed publicly. 5,051 N/A N/A 686 13.6% 3,339 21% 2003 UK GAAP 5,005 873 17.4% 579 11.7% 3,496 17% 2004 IFRS 5,385 779 14.5% 459 8.5% 4,422 11% Uncoated Woodfree Prices 2005 IFRS 5,364 718 13.4% 386 7.2% 4,667 9% mondi 2006 IFRS 5,751 726 12.6% Kraftliner Prices 377 6.6% 4,757 8% €/tonne 1,200 900 600 300 PAGE 16#18BUSINESS UNIT THREE YEAR RECORD Mondi Packaging Business Paper MPSA Total Group Revenue (€M) (1) Underlying Operating Profit Margin. 2004 2005 2006 CAGR 2,848 2,902 3,167 5.5% 1,766 1,752 1,889 3.4% 348 Merchant and Newsprint 521 Other and Inter-company (98) (158) (204) 359 360 509 539 1.7% 1.7% 5,385 5,364 5,751 3.3% EBITDA Margin (%) Operating Margin(¹) (%) 2004 14.9 2005 2006 14.5 14.1 12.5 9.0 14.1 13.0 14.7 11.7 14.5 7.5 12.8 8.9 13.4 12.6 2004 8.7 8.1 11.5 5.2 mondi 8.5 2005 7.8 7.4 8.9 3.5 7.2 2006 7.1 5.5 9.7 5.4 6.6 PAGE 17#19MONDI GROUP KEY FINANCIALS €M 700 600 500 400 300 200 100 0 Capital Expenditure Mature Markets ☐ Emerging Markets 618 11.5% 2004 551 10.3% 2005 Major recent capex investments include: Richards Bay - RB 720 Merebank - PM 31 rebuild Ruzomberok - Pulp mill rebuild Capex/Sales 16% 14% 460 8.0% 2006 € 250M € 175M € 136M 12% 10% 8% 6% 4% 2% 0% Capex targeted at low cost resource Maintenance capex targeted at circa 60% of depreciation and amortisation 200 Wood, Pulp and Fibre 33% 100 Depreciation/ Amortisation 7% Cost Base 2.8% Cost Structure 2006 Other Operating Expenses 6% There will be increased corporate costs post demerger Gross Cost Reduction Initiatives (€M) 2004 % of cash cost Personnel Costs 17% Other Variable Costs 16% mondi 3.9% Variable Selling Expense 10% Energy 7% Maintenance 6% 2005 3.6% 2006 PAGE 18#20MONDI GROUP KEY FINANCIALS Borrowing Facilities Net debt at demerger estimated at circa €1.5B Targeting investment grade rating Negotiating a new €1.75B committed debt facility €1.55B of new facility in Mondi plc for five years with ZAR 2B (€0.2B) in Mondi LTD for three years In addition Mondi has existing Group committed facilities of circa €0.9B at varying maturities Targeting one covenant of net debt to EBITDA of 3.5x Cross guarantees will be in place between Mondi plc and Mondi LTD Dividends Would expect to make an interim dividend payment in 2007 O mondi Dividends will be determined by new board going forward, and expected to take into account: Actual Mondi trading Both peer group and market dividend policies Target of 2-3 times earnings coverage on average over the cycle In the absence of unforeseen circumstances, the Board would have recommended distributing a dividend of 20 Euro cents per share for 2006 assuming that the demerger had been effective for the full year (1) Implied underlying Mondi shares outstanding of 518 million, being the pro forma combined number of shares that is expected to be in issue upon admission. PAGE 19#21mondi OVERVIEW PRESENTATION ON DEMERGER APPENDIX July 2007#22INDUSTRY FUNDAMENTALS: EUROPEAN CONTAINERBOARD AND CORRUGATED PACKAGING Demand Demand for corrugated packaging in Europe grew by 2.7% per annum from 2000 to 2006, driven by strong growth in Emerging Europe of 11% per annum(¹). Over the 2004 to 2006 period, demand grew by around 2.4Mt Future demand growth is expected to be broadly in line with these historic trends 2.7% growth on 2006 demand of around 25Mt represents around 0.68Mt • Supply Total European containerboard capacity increases between 2004 and 2006 of around 3.8Mtpa offset by capacity closures of around 2.4Mtpa, gave a net increase in capacity over the period of around 1.4Mtpa (excluding capacity creep) Recent significant capacity increases now absorbed into the market. No new paper machines announced to come on line in 2007/2008 Rationalisation of kraftliner capacity in North America has contributed to reduced imports to Europe (1) Growth on tonnage basis 2000 to 2006 based on 2006 forecasts. (2) Q4 2001 - Q1 2007. Sources: ICCA, RISI, Pöyry Forest Industry Consulting €/tonne 650 600 550 500 450 400 350 300 250 200 Kraftli 175g Testliner 2 2001(2) 2002 mondi 2003 2004 2005 2006 2007(2) PAGE 21#23INDUSTRY FUNDAMENTALS: EUROPEAN UNCOATED WOODFREE PAPER Demand European uncoated woodfree demand grew by 3% per annum in the period from 2000 to 2006, driven by strong growth in the office paper segment of around 4% per annum(¹) Within the office paper segment, growth mainly attributed to strong growth in Emerging Europe. Growth in Emerging Europe was around 7% over 2005-2006(2) Moderate demand growth anticipated to continue, with Emerging Europe exhibiting the strongest growth in the region albeit at lower levels than experienced over the 2000 to 2006 period 3% demand growth on total 2006 demand of around 11.8Mt represents around 0.35Mt Supply Announced European capacity closures in 2006 of 180Ktpa, with further closures of 540Ktpa announced for 2007 Global capacity is expected to grow in line with demand, with most new capacity planned for Asia in response to strong Chinese demand growth. €/tonne 1,200 1,100 1,000 900 800 700 UCWF mondi 600 (3) 2001 2002 2003 2004 2005 Only announced major expansion in Europe is a new 500Ktpa machine at Portucel's Setubal mill, planned for commissioning in 2009 (1) Volume growth based on 2000 to 2006 demand estimates by Pöyry Forest Industry Consulting. (2) Demand estimates by Pöyry Forest Industry Consulting. (3) Q4 2001-Q1 2007. Sources: Mondi, Pöyry Forest Industry Consulting, CEPIFINE, RISI 2006 2007 (3) PAGE 22#24MONDI WELL PLACED TO BENEFIT FROM UPTURN IN PAPER PRICING Strong market position + Strong asset base + Focus on performance Outperforming its peers 1,200 1,100 1,000 900 800 700 600 500 400 300 €/tonne - Note: Dotted lines represent average 1990 - Q1 2007. Source: Pöyry Forest Industry Consulting mA Am mondi Uncoated Woodfree A4 B-Grade Copy Office Paper Average Delivered Prices in Europe 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 200 2004 2005 2006 2007 بہت Kraftliner 175g PAGE 23#25OFFICE PAPER DEMAND GROWTH EXPECTED TO CONTINUE Strong market position (1) According to IDC. Sources: BCG, EIU, EMGE, IDC, Mondi, PPI taile Understanding of Usage Patterns Office Paper used for "Work in progress" and "Reading" Office Paper used for "Archiving" and "Distributing" Paper with inherent advantages Flexibility/portability Possibility to annotate Navigation Electronic processes often with advantages - ongoing substitution Overall increase in number of Office Paper users over-riding effect Growth of Office PCs Drives 20 head (kg, 2003) 18 16 14 12- 10 - 8 6 2 +6% 4 Mexico 0 Office Paper consumption per 0 Italy China Poland Russia 100 Germany +6% United Kingdom +19% +8% +9% +16% mondi 200 +6% Paper Growth +4% United States PC penetration CAGR 2003-2010(¹) 300 400 Office PCs per 1,000 heads (2003) 500 PAGE 24#26KEY FEATURES OF THE DLC STRUCTURE MPLC Ordinary Shareholders MPLC Equalisation Ratio 1:1 Non - African Operations Sharing Agreement SINGLE CORPORATE GROUP MLTD Ordinary Shareholders MLTD African Operations I mondi Single Corporate Group MPLC and MLTD separate legal entities with separate stock exchange listings Unified boards and management Head office located in South Africa by December 2008 Shareholders of both companies effectively vote together as a single decision making body Cross guarantees between MPLC and MLTD Any takeover offer must be made to shareholders of both MPLC and MLTD PAGE 25#27MATERIAL MINORITY & JOINT VENTURE INTERESTS mondi • Profit for the 2006 financial period attributable to minorities amounted to €51m Mondi Business Paper Ruzomberok (51% share) Hadera (50.1% share) (1) Joint Venture. Mondi Packaging Swiecie (66% share) Mondi Mondi Packaging South Africa (55% share) Newsprint/ Merchant Europapier (90% share) Aylesford Newsprint(1) (50% share) Mondi Shanduka Newsprint(1) (50% share) PAGE 26#28mondi

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

ILPT Q2 2023 Financial Results image

ILPT Q2 2023 Financial Results

Industrials

Investor Presentation September 2023 image

Investor Presentation September 2023

Real Estate

Strategic Expansion in the Resilient Data Centre Segment image

Strategic Expansion in the Resilient Data Centre Segment

Real Estate

Economic Impact of NOS4A2 in Rhode Island image

Economic Impact of NOS4A2 in Rhode Island

Television & Film Industry

Strategic Entry into Japan's Data Centre Market image

Strategic Entry into Japan's Data Centre Market

Industrials

GIDC Gujarat Industrial Development image

GIDC Gujarat Industrial Development

Industrials

WF Hebei Wenfeng Industrial Co. Corporate Presentation image

WF Hebei Wenfeng Industrial Co. Corporate Presentation

Financial

Dadra & Nagar Haveli Industrial Policy Pitch image

Dadra & Nagar Haveli Industrial Policy Pitch

Financial