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162 231 167 235 87 247 Disclaimer
Forward-looking statements This presentation may contain forward looking statements with respect to Intertrust’s future financial performance and position. Such statements are based on Intertrust’s current expectations, estimates and projections and on information currently available to it. Intertrust cautions investors that such statements contain elements of risk and uncertainties that are difficult to predict and that could cause Intertrust’s actual financial performance and position to differ materially from these statements. Intertrust has no obligation to update or revise any statements made in this press release, except as required by law.
Presentation of financial and other information On 19 October 2015 Intertrust NV became the parent of the Group by the contribution of the entire issued and outstanding share capital of Intertrust Topholding (Luxembourg) S.à.r.l. and the outstanding amounts under the Shareholder loans to the Company’s shareholder’s equity as a capital contribution. The capital contribution has been accounted for as a capital reorganisation under common control and measured at the IFRS historical carrying values of Intertrust Topholding (Luxembourg) S.à.r.l. The consolidated financial information is therefore presented as if the Company had been the parent company of the Group throughout the periods presented. It includes unaudited financial information which is comparable to the historical financial information of the Intertrust group disclosed in connection with Intertrust’s listing on Euronext Amsterdam. Financial information is presented on adjusted basis before specific items and one-off revenues/expenses. The 2015 financial information includes the CorpNordic acquisition as of July 2015. The financial statements have not yet been issued or approved. The audited financial statements and annual report will be available on March 31, 2016.
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162 231 167 235 87 247 2015 Highlights
(€m) FY 2015 Adj. revenue1 344.9 Total growth2 16.6% Organic growth at constant currency3 8.1% Adj. EBITA1 140.4 Financial Margin (%) 40.7% highlights Excl. acquisitions at constant currency 41.2% Adj. Pro-forma EBITA4 141.7 Cash flow conversion5 97% Net Adjusted Income Per Share6 1.19
Intertrust began trading on Euronext Amsterdam on 15 October 2015
Hired 123 new FTE’s to deal with expanding business, of which 95 billable
Completed acquisition and integration of CorpNordic, the leading corporate services provider in the Nordics Highlights The Business Application Roadmap (BAR) implementation continues to be on track
Three independent supervisory board members joined Intertrust’s board in 2015: Chairwoman Hélène Vletter-van Dort, Anthony Ruys and Bert Groenewegen
Compliance and Regulatory Services, AIFMD Manco and Fund Administration services were further developed
Notes 4. Adjusted EBITA including Adjusted EBITA CorpNordic for the period January to June 2015 1. Adjusted financials before specific items and one-off revenues/expenses 5. Cash conversion ratio excluding strategic capex 2. Total growth of adjusted financials 6. Adjusted net income divided by the number of shares outstanding as of December 31, 2015 4 3. Organic growth excluding CorpNordic acquisition of 85,221,614 Details of the IPO
Transaction overview Share price and volume evolution
Listing location October 15, 2015, Euronext Amsterdam 22
Deal size €491m1 20
Price €15.50 at IPO
) € 18 Repayment of existing debt facilities and 14% Use of proceeds for general corporate purposes
16 Share price ( priceShare Blackstone: 180 days Lock-ups Management: 360 days (6%) 14 Dividend policy 40-50% of the adjusted net income
Joint Global Co-ordinators and Joint 12 15-Oct 6-Nov 28-Nov 20-Dec 11-Jan 3-Feb Bookrunners: Deutsche Bank and UBS Syndicate Joint Bookrunners: ABN AMRO, Morgan 7,000600 Stanley, JP Morgan 500 Co-lead: Berenberg (000) 400 300
Volume 200 Free float 100 37.3% 0 Blackstone Post-IPO ownership 48.7% structure Trading volume Intertrust AEX Management 14.0%
Source: FactSet
Notes 1. Total size of primary offering amounted to approximately €465 million. 5 Appointment of three highly qualified Supervisory Board members
Enhances corporate governance by contributing to the expertise and strength of the Intertrust Supervisory Board
Hélène Vletter- van Dort Anthony Ruys Bert Groenewegen
Chair since 2015 Board member since 2015 Board member since 2015
Professor of Financial Law & Former CEO and Chairman of the CFO at Ziggo NV since March 2010 Governance at the Erasmus School Executive Board of Heineken and Ziggo BV since acquisition by of Law in Rotterdam and member of (2002 - 2005) and former Chairman Liberty Global in November 2014 the Dutch Monitoring Committee of the Supervisory Board of Corporate Governance Code Schiphol Group (2009 - 2015) Member of the Supervisory Board of Wereldhave NV Served on the Supervisory Board of Held several senior positions at the Dutch Central Bank (the Dutch Unilever from 1974 to 1993 regulatory authority) from 2010 to 2014
6 Proactively investing in our IT systems
Advanced roll-out and implementation of Business Application Roadmap ("BAR") Program
Overview Update on roll-out
The BAR program, aiming at enhancing and simplifying the IT application Roll-out completed in 16 jurisdictions landscape of Intertrust, started in 2014 and covers systems and applications Administration Full deployment by Q1 2016 Estimated total BAR investment of €17.2m in 2014 - 2016 (€8.5m spent in 2014, €6.5 spent in 2015 and €2.2m budgeted in 2016)
Transfer to SaaS1 and IaaS2 resulting in lower capex and higher expenses Deployed in the major offices Document Expanding functionality, such as digital management signatures and mobile access
Key benefits
Harmonisation of the global IT application landscape of Intertrust in key Global roll-out completed with good traction process areas CRM Luxembourg / Bahamas roll-out subject to regulatory approval Reduction in time spent on non-billable activities (more efficient sales process through CRM3) The first release is completed and available in all major offices Client Increased productivity on billable activities (standardisation / introduction Receiving positive feedback from the portal of digital documents) market
Electronic document management 80% coverage currently Offers unified client portal for global clients, simplifying servicing client Staff Significant training of users completed information needs Set up of "Business Optimisation Team"
Notes 1. Software as a Service Source: Company 2. Infrastructure as a Service 7 3. Customer relationship management CorpNordic acquisition
Leading provider of corporate services in the Nordic region with strong footprint in Sweden, Denmark, Norway and Finland
Transaction overview Cost synergies breakdown
Sweden, Denmark, Finland and Norway Geographies New locations: Helsinki and Oslo Reduction of Overlapping locations: Copenhagen and Stockholm overlapping Staff costs functions 2015 revenue: €11.4m Other costs 65%
Key stats 2015 adj. EBITA : €2.3m 35% Closure of c. 681 structures duplicate premises Transaction highlights Reduction of Bilateral transaction negotiated with founders professional fees Management reinvested proceeds in Intertrust Inclusion in Non-compete clause for key personnel Expected cost synergies: €0.9m Intertrust insurance Synergies do not take into account opportunities to increase p.a. coverage combined top line growth
Revenue breakdown By geography 1 By service 2
Finland Foundation management 7% Sweden 3% Depositary and Norway Bondholder 51% representative compliance services 11% services 1% 8% Company Payroll & HR management Denmark 14% 64% 31% Fund admin 10% Added new products including agent services for bonds issuances & loans and specialized HR & payroll services
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162 231 167 235 87 247 Continuing to deliver on our objectives
What was our guidance? Metric FY 2015 results
Revenue growth +16.6% (y-o-y) “Continue historical trends and aim Adj. revenue1 for above market growth” Organic growth at CC2 +8.1% (y-o-y)
Adj. EBITA growth +14.8% (y-o-y) “Continued adj. EBITA progression Adj. EBITA1 in line with historical trends” Organic growth at CC2 +7.8% (y-o-y)
97% Cash “Continued high cash conversion” Cash conversion3
Notes: 1. Adjusted financials before specific items and one-off revenues/expenses 2. Organic growth excluding CorpNordic acquisition at constant currency 3. Cash conversion = OpFCF / Adjusted EBITDA, where OpFCF = Adjusted EBITDA less Maintenance Capex excluding strategic capital expenditures
10 2015 results demonstrating continued strong organic growth
41.4% Q4 15 FY 15 (42.1% excl. 40.7% 40.4% 41.3% Y-o-Y Y-o-Y CorpNordic (41.2% excl. and cc) CorpNordic and cc) Adj. revenue 344.9 295.9 Total growth2 15.4% 16.6%
Organic growth3 11.8% 14.7%
Organic growth at constant m) 6.6% 8.1% € 4
( 140.4 122.3 currency 91.5 79.3 Adj. EBITA 32 37.9 Total growth2 18.3% 14.8%
Q4 14 Q4 15 FY 2014 FY 2015 Organic growth3 17.0% 14.1%
Organic growth at constant 11.2% 7.8% Adj. revenue¹ Adj. EBITA¹ Adj. EBITA margin currency4
Strong revenue growth highlights Intertrust’s continuing ability to outperform the market and gain additional market share, particularly in Netherlands and in Luxembourg Profitability improvement in Q4 (+101 bps over Q4 14 including CorpNordic, +175bps excluding CorpNordic and in constant currency) driven by: Strong revenue growth Positive operating leverage in the second half of the year based on productivity improvements of the new billable staff YTD margin over 2014-15 excluding CorpNordic and in constant currency decrease of 12 bps -mainly driven by additional investments in billable staff and IT to support business growth and new services such as AIFMD Manco services, compliance and PE/RE fund administration services
Notes: 1. Adjusted financials before specific items and one-off revenues/expenses 2. Total growth of adjusted financials 3. Organic growth excluding CorpNordic acquisition 4. Organic growth excluding CorpNordic and at constant currency
11 Revenue bridge
Full year revenue (€m)
Consolidated since 30th June – 6 months contribution Mainly thanks to increase in complexity 5.4 344.9 and reporting 19.6 requirements in addition to new services and market share gain 23.9
295.9
Adj. revenue Organic growth FX impact CorpNordic Adj. revenue FY 2014 FY 2015
12 Significant increase in ARPE with lower number of entities
Entities ARPE1,2 (€k)
Total (0.8%) Total 17.5% growth3 growth3
Organic (2.5%) Organic 17.7% growth4 growth4 8.6 (8.6 excl. CorpNordic) 40,393 40,065 7.3
39 Dec 14 Dec 15 FY 2014 FY 2015
Number of Entities CorpNordic finished the year with 681 entities Inflow in Luxembourg and Netherlands continues to be positive Portfolio rationalization of low value structures continued in 2015 – annualized ARPE of new entities exceeds ARPE of entities outflow Outflow of 1,344 entities registered office entities with low ARPE in Cayman due to the re-entry of new competitor ARPE On a constant currency basis excluding CorpNordic, ARPE grew at 10.9% Increase in ARPE continues to be driven primarily by hours per entity due to more complex structures, regulatory requirements, rationalization of low value added entities and the transfer of lower value registered office entities in Cayman
Notes: 1. Average revenue per entity ("ARPE") 3. Including CorpNordic 2. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 4. Organic growth excluding CorpNordic
13 FTE growth to support new business
FTEs Revenue per FTE1,2 (€k)
Total 12.6% Total 3.5% growth3 growth3
Organic 8.1% Organic 6.2% growth4 growth4
201.2 17801800 1714 17401760 (206.3 excl. 17001720 16601680 CorpNordic) 16201640 15801600 1523 15401560 15001520 194.3 14601480 14201440 13801400 13401360 13001320 12601280 12201240 11801200 11401160 11001120 Dec 14 Dec 15 FY 2014 FY 2015
Net increase of 192 FTEs during the year: +69 through the CorpNordic acquisition +95 billable FTE, mainly in the Netherlands and Luxembourg to support business growth +28 non-billable FTE, out of which 14.7 FTE’s to support IT initiatives Proportion of billable to non-billable FTE’s improved slightly to 75%/25% in 2015 from 74%/26% in 2014
Notes: 1. Full-time employees 3. Including CorpNordic 2. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 4. Organic growth excluding CorpNordic
14 Cash conversion remains strong
Cash conversion¹ Capex (€m)
OpFCF² Maintenance 33.0 37.9 122 143.2 0.8 1.9 6.5 4.4 (€m) Capex (€m)
Strategic Capex (€m) 3.1 1.6 8.5 6.5
97.7% 95.3% 94.9% 97.0% 15.0
10.9
3.9 3.5
Q4 14 Q4 15 FY 2014 FY 2015 Q4 14 Q4 15 FY 2014 FY 2015
Strategic capex driven by implementation of the BAR programme
Implementation of Guernsey in Q3’15. Switzerland and the Nordics on track for a January 2016 implementation
Focus on business initiatives driving lower maintenance capex
Main programs for maintenance capex for the year were related to our VDI implementation, infrastructure improvements, hardware and software licenses
Notes: 1. Cash conversion = OpFCF / Adj. EBITDA 2. OpFCF = Adj. EBITDA – Maintenance Capex
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162 231 167 235 87 247 Focus on the Netherlands
Adj. revenue (€m) Adj. EBITA1 (€m)
Total growth 8.4% 8.7% 8.8% 9.7%
112.1 103.1 71.8 65.4
17.7 26.4 28.6 16.2
Q4 14 Q4 15 FY 2014 FY 2015 Q4 14 Q4 15 FY 2014 FY 2015
Revenue growth generated through increased foreign direct Q4 14 Q4 15 FY 2014 FY 2015 investments, global M&A and private equity activities ARPE growth of 7.6% driven by regulatory and transaction complexity Adj. revenue (€m) 26.4 28.6 103.1 112.1 which requires more value-added services increasing hours per entity 1 Strong inflow of new entities due to continued attractiveness of the Adj. EBITA margin 61.6% 61.8% 63.5% 64.1% jurisdiction Number of entities2 Outflow of entities driven by end of life and product rationalization 4,434 4,482 initiatives in order to focus on higher ARPE entities ARPE3,4 (€k) 23.2 25.0 Margin improvement of 59 bps, 31 bps due to operating leverage and 28 bps due to local IT costs reallocation FTE5 382.7 413.7 New services put in place in 2015 such as depositary services and fund administration services Adj. revenue/FTE4 (€k) 269.3 270.9
Notes: 3. Average revenue per entity ("ARPE") 1. Excluding local IT costs from 2015 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 2. As of 31 December 5. Full-time employee ("FTE") as of 31 December
17 Focus on Luxembourg
Adj. revenue (€m) Adj. EBITA1 (€m)
Total growth 10.4% 15.2% 16.6% 21.8%
75.3 65.3 37.8 31.0
18.1 19.9 8.7 10.2
Q4 14 Q4 15 FY 2014 FY 2015 Q4 14 Q4 15 FY 2014 FY 2015
Revenue growth of 15.2%, supported by continued interest in Q4 14 Q4 15 FY 2014 FY 2015 Luxembourg from internationally operating groups and investment funds Adj. revenue (€m) 18.1 19.9 65.3 75.3 ARPE growth of 15.5% due to inflow of high value entities with increased substance requirements, more complex structures and Adj. EBITA margin1 48.2% 50.9% 47.5% 50.1% higher value-added services Number of entities stable due to proactive product rationalization of Number of entities2 2,578 2,573 low value entities Margin improvement of 269 bps, 119 bps due to increase in higher- ARPE3,4 (€k) 25.3 29.3 value entities and operating leverage and 150 bps due to local IT costs reallocation FTE5 341.1 382.5 Further diversification of services with the introduction of depositary services and further development of regulatory services Adj. revenue/FTE4 (€k) 191.6 196.9
Notes: 3. Average revenue per entity ("ARPE") 1. Excluding local IT costs from 2015 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 2. As of 31 December 5. Full-time employee ("FTE") as of 31 December
18 Focus on Cayman Islands
Adj. revenue (€m) Adj. EBITA1 (€m)
Total growth 17.6% 21.7% 19.3% 23.7%
Organic growth 2.1% 1.7% 3.4% 3.3% at constant currency
58.8 35.2 48.3 28.5
13.8 16.2 8.4 10.1
Q4 14 Q4 15 FY 2014 FY 2015 Q4 14 Q4 15 FY 2014 FY 2015
Adjusted revenue growth of 1.7% in USD, driven by registered office Q4 14 Q4 15 FY 2014 FY 2015 services (in part as result of transfer-out fees) and an increase in revenues in our Capital Markets and Fund Fiduciary divisions. Adj. revenue (€m) 13.8 16.2 48.3 58.8 ARPE in constant currency grew by 12.5%, driven by growth in fiduciary services, upselling corporate services to existing clients and Adj. EBITA margin1 61.1% 62.0% 59.0% 59.9% the outflow of lower ARPE entities 2 The re-entry of Walkers into the Cayman led to reduced inflow and an Number of entities 19,437 17,571 outflow of 1,344 entities in H2 ARPE3,4 (€k) 2.5 3.3 Cayman transferred 801 entities to Guernsey in Q1 2015 EBITA margin improvement of 96 bps due to increased revenue FTE5 140.5 139.5 supported by a stable cost base and a favourable mix impact due to the transfer of lower margin private business to Guernsey Adj. revenue/FTE4 (€k) 343.8 421.5
Notes: 3. Average revenue per entity ("ARPE") 1. Excluding local IT costs in 2014 and 2015 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 2. As of 31 December 5. Full-time employee ("FTE") as of 31 December
19 Focus on Guernsey
Adj. revenue (€m) Adj. EBITA1 (€m)
Total growth 10.0% 17.3% 34.8% 26.7%
Organic growth 0.6% 5.7% 23.1% 14.1% at constant currency 27.9 23.8 10.1 8.0
6.1 6.7 2.1 2.8
Q4 14 Q4 15 FY 2014 FY 2015 Q4 14 Q4 15 FY 2014 FY 2015
Q4 14 Q4 15 FY 2014 FY 2015 Revenue growth at constant currency of 5.7%, driven by the net inflow of client entities of 26.5%, largely due to the transfer of Adj. revenue (€m) 6.1 6.7 23.8 27.9 private clients business of Intertrust Cayman (801 entities) Adj. EBITA margin1 34.3% 42.1% 33.6% 36.2% ARPE decline of 16.5% in GBP, driven by the mix impact of lower margin private client entities from Cayman Number of entities2 2,627 3,324 Margin improvement of 268 bps, led by the reallocation of IT costs 3,4 to Global IT, which offset a margin decrease of 130 bps due to ARPE (€k) 9.1 8.4 investments to support the Cayman business and the FTE5 144 122 implementation of new regulatory services Adj. revenue/FTE4 (€k) 208.7 228.8
Notes: 3. Average revenue per entity ("ARPE") 1. Excluding IT costs from 2015 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 2. As of 31 December 5. Full-time employee ("FTE") as of 31 December
20 Focus on Rest of the World
Adj. revenue (€m) Adj. EBITA1 (€m)
Total growth 34.1% 27.8% 41.3% 30.3%
Organic growth 5.4% 5.1% 16.7% 10.7% at constant currency 22.0 70.8 16.9 55.4
6.3 14.9 20.0 4.5
Q4 14 Q4 15 FY 2014 FY 2015 Q4 14 Q4 15 FY 2014 FY 2015
Q4 14 Q4 15 FY 2014 FY 2015 Revenue growth at constant currency excl. CorpNordic acquisition of 5.1% over 2014, driven by continued growth in Singapore, Spain, Adj. revenue (€m) 14.9 20.0 55.4 70.8 Ireland and UK partially offset by Curaçao Net inflow of client entities of 7.1% including 681 entities acquired Adj. EBITA margin1 30.1% 31.7%6 30.5% 31.1%7 through CorpNordic 2 ARPE growth of 19.4%, a growth of 4 % at constant currency basis Number of entities 11,317 12,115 and excluding CorpNordic ARPE3,4 (€k) 4.9 5.8 Margin improvement of 58 bps. At constant currency and excluding CorpNordic, margin improved by 163 bps, 94 bps due to operating FTE5 441.2 522.3 leverage and 69 bps due to the reallocation of local IT costs Adj. revenue/FTE4 (€k) 125.5 135.5
Notes: 3. Average revenue per entity ("ARPE") 5. Full-time employee ("FTE") as of 31 December 1. Excluding local IT costs from 2015 4. Annualised numbers based on adjusted revenue before 6. 33.7% excluding CorpNordic 2. As of 31 December specific items and one-off revenue/expenses 7. 32.1% excluding CorpNordic
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162 231 167 235 87 247 Medium term objectives Revenue Objective: slightly above organic market growth which is estimated to be 5% CAGR between 2015-2018
Adj EBITA margin: further margin improvement over the 2015 proforma EBITA margin of 40.4% by 200 - 250 bps by 2018
including LTIP (2016 - € 1.5 million, 2017 - € 3.5 million, 2018 - € 5.5 million)
supported by operating leverage and productivity improvements Medium term outlook and slightly impacted by structurally increased IT expenses due to transition to SaaS1 and objectives IaaS2 partially offset by decreased IT capex
Cash conversion – in line with historical rates
Maintenance / normalized capex marginally below historical levels, one-off BAR investment completing in 2016
Effective tax rate of ~18%
Target steady-state debt ratios : 2-2.5 times EBITDA, temporary increase for M&A
Target dividend in the range of 40% to 50% of Adjusted net income3
Dividend Dividends to be paid in semi-annual installments policy First interim payment expected in Q4 2016 for the year ending 31 December 2016
Notes: 1. Software as a Service 2. Infrastructure as a Service 3. Adjusted net income calculated as adjusted EBITA less net interest cost, less tax cost calculated at effective tax rate
23 Appendix
Financial statements Disciplined working capital management
Low levels of working capital requirements driven by favourable invoicing cycle and proactive management
Impact of 200 bps due to growth of business, the incorporation of CorpNordic and reduced trade payables for transactions and capital expenditures
% of LTM 3.4% 5.4% Net working capital cycle positively impacted by revenue customer advance invoicing and payments conditions
10.2 18.7 Customers on annual fixed fee contracts are in most cases billed at the beginning of the calendar year 18.0 14.9 Netherlands, Luxembourg, Guernsey and other
countries invoice fixed fees in January/February 81.0
m) 72.5
€ ( Cayman, BVI and Bahamas invoice fixed fees in advance in Q4
(77.1) (80.3) Work in progress is invoiced on a monthly or quarterly basis in arrears
Other working capital is largely driven by deferred 2014 2015 income, accruals and provisions
Work-in-progress1 Trade receivables2 Other3
Notes: 1. Represents gross unbilled amount expected to be collected from clients for time-based work performed to date 2. Reflect outstanding invoices of clients adjusted for bad debt provision 3. Defined as deferred income, trade payables, other receivables, prepayments and other payables, and cash held on behalf of clients
25 Net debt – Proceeds of IPO were used to reduce debt
Net debt (€m)
As of As of Dec-14 Dec-15
Bank loans 899.3 523.7
Loans from shareholders 82.6 -
Non current liabilities 981.9 523.7
Current portion of bank loans 10.9 0.1
Current portion of shareholder loans 5.9 -
Current liabilities 16.7 0.1
Total loans and borrowings 998.7 523.8
Add: capitalised financing fees on bank loans 38.5 8.0
Less: Loans from shareholders (88.5) -
Less: Cash and cash equivalents attributable to the Company (23.2) (66.5)
Net debt 925.5 465.4
Net debt / Adjusted Pro Forma EBITDA1 3.1 x
Note: 1. EBITDA calculated as per current financing agreement definition (incl. Pro Forma CorpNordic for 12 months and full year run rate of synergies associated with CorpNordic acquisition
26 Income statement
Income statements (€m) Adjustments (€m)
FY 2014 FY 2015 FY 2014 FY 2015 Earnings before interest, taxes, depreciation and Revenue 297.0 344.6 119.7 144.6 amortisation (EBITDA) Staff expenses (124.2) (144.9) Transaction & Monitoring costs 7.7 5.3 thereof equity share-based payments upon IPO – (4.4) Integration costs 3.3 3.1 Rental expenses (14.5) (17.2) Other operating (income)/expense (1.7) (3.7) Other operating expenses (40.3) (41.6) Equity share based payments upon IPO 4.4 thereof transaction & monitoring costs (7.7) (5.3) One-off revenue (1.2) 0.3 thereof integration costs (3.3) (3.1) One-off expenses 0.6 (6.3) Other operating income 1.7 3.7 Adjusted EBITDA 128.5 147.6 Earnings before interest, taxes, depreciation and 119.7 144.6 amortisation (EBITDA) Depreciation and software amortisation 6.2 7.2 Depreciation and amortisation (34.3) (37.3) Adjusted EBITA 122.3 140.4 (Profit/(loss) from operating activities 85.4 107.3 Finance income 0.1 0.1 Adjusted Revenue 295.9 344.9 Finance costs (75.8) (100.7) Share of profit of equity-accounted investees (net of tax) (0.0) (0.0) In October 2015 Intertrust NV became the parent of the Group by the Net finance costs (75.7) (100.7) contribution of the entire issued and outstanding share capital of Intertrust (Profit/(loss) before income tax 9.7 6.6 Topholding (Luxembourg) S.à.r.l. and the outstanding amounts under the Shareholder loans to the Company’s shareholder’s equity as a capital Income tax (3.4) (4 .0) contribution. The capital contribution has been accounted for as a capital Profit/(loss) for the year after tax 6 .3 2.6 reorganisation under common control and measured at the IFRS historical carrying values of Intertrust Topholding (Luxembourg) S.à.r.l. The financial information is therefore presented as if the Company had been the parent company of the Group throughout the periods presented.
27 Balance sheet
Assets (€m) Equity & liabilities (€m)
As of As of As of As of Dec-14 Dec-15 Dec-14 Dec-15 Assets Share capital 1.1 51.1 Property, plant and equipment 10.9 11.3 Share premium 10.2 513.4 Intangible assets 1031.8 1064.5 Reserves (14.9) 0.1 Investments in equity-accounted investees 0.3 0.3 Retained earnings (4.3) (2.5) Other non current financial assets 4.8 4.1 Equity attributable to owners of the Company (7.8) 562.2 Deferred tax assets 2.5 7.1 Non-controlling interests 0.2 0.1 Non-current assets 1050.3 1087.2 Total equity (7.6) 562.3 Trade receivables 72.5 81.0 Liabilities Other receivables 23.2 16.5 Loans and borrowings 981.9 523.7 Work in progress 14.9 18.0 Other non current financial liabilities 3.9 0.0 Current tax assets 1.2 0.7 Employee benefits liabilities 7.7 2.8 Other current financial assets 0.9 1.2 Deferred income 6.9 8.3 Prepayments 3.1 5.4 Provisions 0.6 0.8 Cash and cash equivalents 38.9 80.5 Deferred tax liabilities 74.7 72.3
Current assets 154.7 203.2 Non-current liabilities 1075.7 607.9 Total assets 1204.9 1290.4 Loans and borrowings 16.7 0.1 Trade payables 9.9 6.2 Other payables 62.3 54.9 Deferred income 40.1 46.7 Provisions 1.6 1.0 Current tax liabilities 6.2 11.1 Current liabilities 136.9 120.1
Total liabilities 1212.6 728.1
Total equity & liabilities 1204.9 1290.4
28 2015 Reported and Adjusted Net Income
Reported net income (€m)
2015 Reported EBITDA 144.6
Depreciation and software amortization (7.2)
Amortization of (PPA related) intangibles (30.1)
Net finance costs (100.7)
Profit before tax 6.6
Income tax (4.0)
2015 Reported Net Income 2.6
Adjusted net income (€m) Adjustments
2015 Adjusted EBITDA 147.6 Excluding non-recurring items and equity share based payments upon IPO
Depreciation (7.2)
Adjusted EBITA 140.4
Amortization of [PPA related] intangibles 0 Acquisition related amortisation excluded from Adjusted Net Income definition
Net finance costs (16.7) Proforma post IPO interest costs
Profit before tax 123.7
Income tax (22.3) 18% proforma taxes
2015 Adjusted Net Income 101.4
29 Appendix
Introduction to Intertrust Business overview at year end 2015
A leading global provider of T&CS with strong market position Highly educated workforce providing high-value services worldwide Diversified client portfolio with high customer retention
26 countries8 Adj. revenue1: €345m
36 offices8 Adj. EBITA margin1: 41%
40,000+ entities Organic adj. revenue CAGR1: 8%
1,714 FTEs2 Organic adj. EBITA CAGR1: 13%
Global presence – Adj. revenue Americas EMEA Asia Client Portfolio – Adj. revenue 1 by geography Cayman Islands3 Amsterdam Guernsey6 Luxembourg by client type1,7
Atlanta Brussels Helsinki8 Oslo8 Beijing Bahamas Copenhagen Istanbul Rotterdam Guangzhou Capital Markets RoW Netherlands BVI4 Cyprus London Stockholm Hong Kong 9% 21% 32% 5 Curaçao Dubai Madrid Zug Shanghai Private Delaware Dublin Malmö Zürich Singapore 19% Corporate Guernsey 49% 8% Houston Geneva Tokyo New York Cayman San Francisco Fund Islands Luxembourg São Paulo 23% 17% 22% Toronto
Notes: 3. George Town 7. Management estimates for 2015 1. 2015 financials before specific items and one-off adj. revenue/expenses; CAGRs based on 4. Road Town 8. Following CorpNordic acquisition 2011-15 organic growth including FX 5. Willemstad 2. 2015 full-time employees (“FTEs”) 6. St. Peter Port
31 A long history of continued growth, through organic global expansion and M&A
2009 2010 2012 Early 2013 2014 2015 Opening of Opening of Opening of office Opening of Opening of Opening of office in Ireland office in in Canada office in Brazil office in Japan office in Cayman Islands Atlanta, US
2011 Opening of office in Cyprus
1952 Founded as one of the first professional T&CS providers
2011 2012 2013 2014 2015 Intertrust Intertrust acquires Intertrust Intertrust Intertrust acquires Close Walkers acquires ATC acquires CRS acquires Brothers Management CorpNordic Cayman Services
2009 Early 2013 October 2015 Acquisition by Acquisition by IPO, Listing on Waterland Blackstone Euronext
Global expansion M&A Ownership changes Source: Company
32 What we do – comprehensive range of services across the lifecycle of structures
Business partners Intertrust focus – T&CS services
Commercial/ Domiciliation, Other investment Legal Formation Legal Accounting Notary management specialised Liquidation and and and tax and Auditing activities services and trustee T&CS services tax services implementation compliance reporting outside home services services1 jurisdiction
Event driven Ongoing maintenance services Event driven
Advisory Legal Formation, implementation and subsequent domiciliation and legal and financial Conducted by regarding incorporation administration of entities authorised tax entities of entities accounting firms Assistance Services are offered to corporates, funds, SPVs2 and private clients with each customer Illustrative in legal and group requiring specific services/expertise activities tax matters affecting businesses T&CS providers offering management services, accounting and reporting services and other locally and related services globally
Services Principal Specific know-how and scale required Requires require service to independence Position in legal set up Complex nature of services necessitates a highly skilled workforce value and tax an entity chain specialists Long-term relationships with business partners
1. Includes compliance services, escrow, intellectual property, treasury management services, SPV services, investor reporting, fund administration, depository services 2. Special Purpose Vehicle ("SPV"). SPVs are used in e.g. securitization and asset lease transactions Source: Company
33 Our clients operate in an increasingly regulated environment with growing compliance requirements benefitting Intertrust Regulatory changes are largely positive for Intertrust and the T&CS industry, driving ARPE growth (more work on existing entities) and volume growth (increased outsourcing benefits) Regulators' goals Examples of measures Impact on Intertrust US Foreign Account Tax Compliance Act Increases administrative workload and potential costs for ("FATCA") clients Increased transparency and reporting requirements EU Alternative Investment Fund Forces out smaller T&CS providers due to increasing Managers Directive ("AIFMD") complexity/requirements to comply with regulation Common Reporting Standard
OECD recommendations against Base Key tax and non-tax related drivers for setting up Erosion and Profit Shifting ("BEPS") entities remain strong Prevent aggressive tax Amendment to EU Parent Subsidiary These measures may reduce tax advantages for certain planning practices Directive client entities, but are not expected to materially impact Anti Tax Avoidance Package by EC the overall rationale to set up client entities
FATF 2012 Recommendations Intertrust does not service these types of clients Prevent tax evasion, fraud EU Anti-Money Laundering Directive IV Increase regulatory compliance costs to all clients and terrorist financing EU Anti-Money Laundering Regulation Improve the quality of the T&CS industry
Impact on market dynamics
Increased competitive advantage Increased revenue per entity Increased outsourcing for large players
Source: Company; Market reports
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