GBL
Algemene Vergadering van Value Square Fund Equity World
Groupe Bruxelles Lambert Zaterdag 9 maart 2013
Mr Olivier Pirotte Executive Summary Executive Summary 3 Contents Current Portfolio 4 Market Capitalization of European Peers 5 Shareholders Structure 6
Strategy Overview Strategy’s guidelines and dynamics 8 Overview of future portfolio evolution 9 Financial Pillar 10 Investments Criteria 12 History of Portfolio Management 14 Portfolio Rotation 15 Bond Issuances 16
Portfolio Overview Sectorial Allocation 20 Geographical Presence 21 Influence in Governance 22 Dividend yield 23 Growth potential 24 Sound financial structure 25 Structure costs 26
Financials Overview Financial Messages 28 Key Figures 29 Cash Earnings 30 Dividend Policy 31 Consolidated Results 32 Net Treasury and Financial Liquidity 33 Actual Gross Debt 34 Stock price development 35 Adjusted net assets value 36 Discount 37 Abbreviations Stock price performance €M: million euro GBL’s investment case 39 €B: billion euro Appendix 41
Groupe Bruxelles Lambert / 9 March 2013 1 Ian Gallienne / Managing Director Profiles Born on 23 January 1971, in Boulogne-Billancourt, France, French nationality. Ian Gallienne has a degree in Management and Administration, with a specialisation in Finance, from the E.S.D.E. in Paris and an MBA from INSEAD in Fontainebleau. ExecutiveHe began his career in Spain, in 1992, as co-founder of a commercial company. From 1995 to 1997, he was a member of management of a consulting firm specialised in the reorganisation of ailing companies in France. From 1998 to 2005, he was Manager of the private equity funds Rhône Capital LLC in New York and London. Since 2005, he has been a co-founder and Managing Director of the private equity funds Ergon Capital Partners in Brussels. He has been a Director of Groupe Bruxelles Lambert since 2009 andSummary Managing Director since 1 January 2012.
Executive Summary Current Portfolio Market Capitalization of European Peers Shareholders Structure
Contacts
Olivier Pirotte CFO Tel. : +32 289 17 50 [email protected]
Axelle Henry Deputy CFO / Investor Relations Tel. : +32 2 289 17 62 [email protected]
Groupe Bruxelles Lambert / Analysts’ Meeting / Brussels / 6 March 2013 2 • GBL is the second largest Holding in Europe with a net Executive assets value of € 13,6B and a market cap of € 9,8B (1) Summary • GBL is public since 1956 and is controlled by the Frère and Desmarais families since 1990
• GBL acts as a professional shareholder and plays an active role in the governance and in the strategic decision making of the companies it invests in
• GBL is a friendly and long term patrimonial investor
• GBL portfolio is diversified and consists of industry leaders with a worldwide footprint and an exposure to growth areas
• GBL has a well-balanced portfolio of high dividend yield and / or high growth potential companies
• GBL is not leveraged and has significant liquidity available
• GBL is committed to keep low structure costs
• GBL has delivered solid dividend growth over the past 10 years
• GBL’s model proved resilient and delivered above market returns since the beginning of the 2008 crisis (1) As at 1/3/13
Groupe Bruxelles Lambert / 9 March 2013 3 Current Portfolio
1 3,4 1 1 1 1,2,5 4.0% 5.0% 21.0% 56.9% 7.5% 7.2%
Financial Strategic quoted participations Pillar GBL’s portfolio is Market 92.0 36.7 13.9 3.6 23.0 4.6 n.a. diversified and consists value (€B) of industry leaders Ranking in Top 5 # 1 Top 2 #1 Top 2 Top 2 n.a. their sector
Total is a global, GDF SUEZ is the Lafarge is a world Imerys is the Pernod Ricard is Suez Through the integrated oil and world’s leading leader in building world’s leader in the world’s co- Environnement is control of Ergon gas group, with a independent materials : Minerals leader in Wine & one of the leader Capital Partners presence in the electricity cement, processing Spirits in Water and and its investments Chemical industry producer and the aggregates and Waste in Sagard and PAI Description 5th electricity ready-mix management Europe producer in concrete Europe
Sources Companies, FactSet (31/12/2012)
Notes 1 Equity ownership as of 31/12/2012 2 Of which 0.2% in marketable securities 3 Of which 0.3% in marketable securities 4 Issuance of a Suez Environnement exchangeable bond on 7th December 2012 for c. €400M, representing 6.9% of the total shares 5 Issuance of a GDF SUEZ exchangeable bond on 24th January 2013 for €1B, representing 2.3% of the total shares
Groupe Bruxelles Lambert / 9 March 2013 4 Market
Capitalization 15.1 of European Peers
9.3
5.0 4.4 4.3 GBL is the second largest 3.8 holding in Europe 2.6 2.3 2.3 2.1 1.2
0.7 0.7
3i
FFP
Exor
GBL
Paris
Sofina
Wendel Orléans Pargesa
Eurazeo
Investor
Brederode
Ackermans Industrivärden
Market capitalization in €B
Source FactSet (31/12/2012)
Groupe Bruxelles Lambert / 9 March 2013 5 Shareholders Structure Frère Family Desmarais Family Belgium Canada
Groupe Frère- Indirectly controlled Power Corporation Bourgeois / CNP of Canada at 50/50 by the Frère Family and the Desmarais Family
50% 50% Parjointco A shareholders’ agreement between the Desmarais / Frère families has been in place 56% since 1990 and routinely renewed (renewed up to Pargesa Holding 2029) S.A.
50%
Groupe Bruxelles Lambert / 9 March 2013 6 Strategy Overview
Strategy’s guidelines and dynamics Overview of future portfolio evolution Financial Pillar Investments Criteria History of Portfolio Management Portfolio Rotation Bond Issuance- GDF SUEZ Exchangeable bonds issuance
Strategy’s • Objectives • Strategy Guidelines GBL aims for the long-term creation GBL strives to: and of shareholder value to: • Seek continuous portfolio rotation of Dynamics • Increase the intrinsic value of GBL’s mature and / or well-priced assets; diversified and resilient portfolio; • Increase sectorial and geographical • Increase cash earnings. diversification;
• Invest in companies in which we can have increased stakes and influence (typically between 10% - 30% equity stakes);
• Selectively pursue investments in 3 categories of holdings: • Strategic participations; • « Incubator » stakes; • « Financial Pillar ».
• Maintain a robust financial structure with a net cash position and a strong liquidity while allowing temporary indebtedness;
• Continue to deliver above market returns: dividend growth combined with sustained share price performance of GBL.
Groupe Bruxelles Lambert / 9 March 2013 8 Groupe Bruxelles Lambert / 8 March 2013 The portfolio will evolve over the medium term to a group of holdings of Overview of which: Future Portfolio • Strategic participations: approximately 7-8 holdings in listed companies Evolution representing in the range of 75% - 80% of NAV; • « Incubator » stakes: a small selection of quoted and non-quoted participations of smaller size (between € 100M and € 500 M per investment); these investments would represent in total approximately 10% of NAV;
• « Financial Pillar »: Controlling stakes in private equity and other funds where GBL acts as an anchor or “seed” investor (with preferential economics) and provides assistance with strategy, governance and development. These investments would represent in total approximately 10% of NAV in the medium-term.
Strategic participations « Incubator » stakes « Financial Pillar »
Targeted allocations in 75% - 80% 10% - 15% 10% terms of ≈ 10,000M€ ≈ 1,500M€ ≈ 1,000M€ adjusted net assets value
Groupe Bruxelles Lambert / 9 March 2013 9 Financial
Pillar: • GBL intends to develop its investments in private equity and other unlisted assets in
a new segment called the Financial Pillar. Private equity + • The Financial Pillar will primarily emphasize seeding investment teams while also considering direct investments in external managers. Other funds • The objectives of the Financial Pillar - Accomplish an innovative evolution in GBL’s strategy and a useful diversification of its revenues - Earn attractive risk adjusted returns that exceed GBL’s cost of capital and contribute to increasing the NAV over time - Attract talent around the activities of GBL and serve as a “best ideas factory” for GBL’s core strategic investments The new Financial Pillar segment will be led by Colin Hall. Mr. Hall holds a Bachelor of Arts degree from Amherst College and an MBA from the Stanford University Graduate School of Business. He began his investing Evolution career in the merchant banking group of Morgan Stanley. Prior Financial Pillar Today Financial Pillar in 5 Years to assuming the leadership of Other GBL’s new Financial Pillar fund E activity, he was a partner in a hedge fund sponsored by Tiger Other fund D Management and worked for ten 40% 60% years at the private equity firm Other Rhône Group in London and fund C Other Other fund A New York. fund B
Groupe Bruxelles Lambert / 9 March 2013 10 Financial Actual Portfolio Pillar: • A private equity investment company for the mid- • A private equity investment company sponsored market Private equity by the Desmarais family and GBL • Total committed capital of € 775M • Total committed capital of € 1,345M (GBL: € 563M) + (GBL: € 170M) • Invests in companies with dominant positions in • Invests in mid-sized businesses in Europe, with Other funds niche markets in Benelux, France, Germany, an emphasis on France Iberia, Italy and Switzerland • Funds: Sagard I, II • Funds: Ergon Capital Partners I, II & III
Value as at 31/12/12: € 318M, - Manufacturer of in vitro diagnostic equipment and reagents for small and - Publisher of educational, university and Animal health laboratory Manufacturer of refrigerated dough consisting mainly in private medium-sized laboratories professional materials - #9 worldwide - #1 in Europe - Unique intellectual property - Well-known in Belgium, France and - One of the three leading independent - Producer of refrigerated, ready-to-bake equity funds. - 10 production sites worldwide Luxembourg players in the industry - Catalogue of more than 7,000 active dough sold as private label products titles
- Supplier of urban infrastructure (including public Equipment rental Retail store fixtures and related services lighting, street furniture and playgrounds) in - Jewellery retail chain offering affordable - #2 in France - European leader Spain, France and internationally products (large range of branded and third- - Equipment rental for construction - Design, manufacture, delivery and - Outsourced manufacturing based on proprietary party products) professionals, local authorities, industry installation of equipment and furnishings designs - Leader in Italy (357 stores) and individuals for supermarkets and big-box stores
- Manufacturer of steel profiles and Sales of footwear and apparel insulating panels for roofing and cladding - Developer and producer of active - Leader in France and Spain Industrial laundry and galvanized profiles pharmaceutical ingredients - Apparel and footwear retailer - #3 in France - Major presence and well-known in Europe - Leading worldwide player in certain - Multi-brand distributor in downtown and - Rental and laundry of work-wear, flat linen - 18 production sites niche markets suburban locations and hygiene items for professionals - Four production sites in Europe and India
- Producer of industrial ventilation systems Merchandise discounter Ventilation systems - Worldwide player known for its wide range of - Discounter of end-of-line and low-price - Air solutions for buildings and high-quality products items in France infrastructure ventilation for industry - Eight production sites in Europe and Asia
- Manufacturer of lacquered aluminium insulating profile systems for doors, windows and conservatories - A unique vertically integrated process – from design to distribution - Six production sites, primarily in Europe
Groupe Bruxelles Lambert / 9 March 2013 11 GBL invests in European based companies which comply with the following Investments key criteria:
Criteria Strategic Criteria Financial Criteria (at GBL’s
• Leading position in their sector level) • Growth potential (organic / external) • Accretion of adjusted net assets value • Exposure to emerging markets • Accretion of EPS • Maintain a positive dividend gap • High quality management • Sound and value creating business model • Financial flexibility to pursue strategic opportunities
Corporate Governance • Among top shareholders • Active role in the governance bodies (board and various committees) and in the strategic decision making of the company • Active contribution to value creation in close cooperation with management by: – Approving and subsequently supporting the long term strategy (including investments / disinvestments) proposed by management – Validating key management appointments, compensation and incentivisation versus the agreed plan – Approving and helping define and finance the best suited capital structure to maximize value creation for shareholders
Groupe Bruxelles Lambert / 9 March 2013 12 GBL has interests in the following sectors: Investment Criteria Geography Illustrative target industries European headquartered with a worldwide • Consumer footprint and an exposure to emerging markets • Healthcare • Industrial businesses and services • Specialty chemicals
Trends and key themes
• Evolution and preferences of the future consumer needs • Ageing population and growing health conscious society • Global movement to a more sustainable and green economy • Industry specialization and technology advancements
Groupe Bruxelles Lambert / 9 March 2013 13 History of Examples Portfolio Management
22/07/08 22/05/06 Completion of 04/11/11 07/09/12 Crossing the merger Crossing of Launch of an of the the 10% exchangeable 10% 22/07/08 threshold bond for Suez threshold IPO Env. shares 30/05/07 (€ 400M GBL and CNP 29/03/11 on 6.9% of the GBL is a long term 26/01/07 crossed the Acquisition capital) 5% stake threshold of 5% of Pargesa’s investor but has building (3% for GBL) 25.6% stake actively managed its portfolio over time 2013 Since 2012, GBL has completed financial transactions worth nearly € 2.4B, 03/12/07 representing more Partial than 15% of its disposal of the 14/03/12 stake Disposal of 24/01/13 2.3% stake Launch of an adjusted net assets (remaining Early 2008 End 2008 exchangeable 1,68%) Orascom Crossing of valued at 2008-2011 13/03/12 bond for GDF acquisition the 21.1% Acquisitions of Disposal of SUEZ shares reducing threshold in € 13.2B at 31/12/2012 04/07/06 exchangeable 10% stake (€ 1B on 2.3% GBL’s stake the capital Disposal of bonds and of the capital) the stake (17.9% to treasury shares 15.9%)
Groupe Bruxelles Lambert / 9 March 2013 14 2012 Key facts of the transactions Portfolio • Accelerated Book Building with backstop – 13 and 14 March 2012 Rotation • Total proceeds: € 932M • Total capital gain: € 461M 1 Arkema Pernod Ricard • Private placement managed by Merril Lynch, HSBC, BNP Paribas and Société Générale as joint bookrunners after a competitive process The disposal of the stakes of 10.0% in Arkema and Evolution of Pernod Ricard and CAC 40 index Evolution of Arkema and CAC 40 index of 2.3% in Pernod 14 March 2012 13 March 2012 Ricard, given an
adequate market timing, €78 €90 €87.3 € 72,9 has generated capital €68 €80 gains of €461n. Following €58 €70 these transactions, GBL €48 €60 no longer holds any €38 Arkema shares and €50 €28
maintains a 7.5% stake €40 €18
€8 in Pernod Ricard. €30 09/06 09/07 09/08 09/09 09/10 09/11 09/12 09/06 09/07 09/08 09/09 09/10 09/11 09/12 Arkema CAC 40 (rebased) Pernod Ricard CAC 40 (rebased) Source Bloomberg (30/09/2012) Source Bloomberg (30/09/2012)
Note 1 As a reminder, an impairment of € 122M was recorded in 2008/2009 on the disposed stake of 2.3% in Pernod Ricard
Groupe Bruxelles Lambert / 9 March 2013 15 • The 0.125% coupon / yield is the lowest among recent corporate issues and 2012 Bond the second lowest (after the issuance by Temasek) in the last two years Issuance among the European equity-linked transactions. • The exchange premium was set at 20% and implies conversion in scenarios of 6.3% annual growth of Suez Environnement stock price.
• GBL will continue to collect dividends on the underlying shares. Suez Environnement Terms and conditions of European equity linked issues (by increasing coupon order)
Taking advantage of an Date Issuer Size (m €) Coupon Exchange Premium Maturity 17-oct.-11 Temasek (Stand. Chart.) 370 0,00% 27% 3,0 open market window, 7-sept.-12 GBL (Suez Environnement) 400 0,125% 20% 3,0 GBL opportunistically 4-sept.-12 BNP Paribas (Pargesa) 375 0,25% 20% 3,0 14-mars-12 Adidas 500 0,25% 40% 7,0 launched the issuance of 7- déc .- 11 Technip 450 0,25% 35% 5,0 21-mars-12 Solidium (Telia Soniera) 600 0,50% 28% 3,5 exchangeable bonds for 29-mars-12 Lufthansa (JetBlue) 234 0,75% 38% 5,0 Suez Environnement 5-sept.-12 Siem (Subsea) 317 1,00% 30% 7,0 4-sept.-12 Sofina SA (GDF SUEZ) 199 1,00% 28% 4,0 shares that resulted in 9- févr .- 12 Siemens 1 500 1,05% 43% 5,5 4-sept.-12 British Land 507 1,50% 31% 5,0 one of the lowest 9- févr .- 12 Siemens 1 500 1,65% 43% 7,5 corporate coupon ever 19-janv.-11 CGG Veritas 360 1,75% 25% 4,9 11-janv.-11 Industrivarden 500 1,88% 35% 6,1 achieved 21-févr .- 12 Nexans 275 2,50% 35% 6,8 29-mars-11 Celesio 350 2,50% 30% 6,8 Transaction details 18-avr.-12 SGL Carbon 280 2,75% 30% 5,8 17-mai-11 Derwent London plc 201 2,75% 30% 5,1 -Issue size : 400.8 €M 7-mars-11 TUI 339 2,75% 30% 5,0 -Coupon : 0.125% 3-mars-11 Ingenico SA 220 2,75% 40% 5,8 -Conversion premium : 20% 19-mai-11 Foncière des Régions 550 3,34% 20% 5,6 -Conversion price : € 11.45 per share 24-mai-11 Aabar (Daimler) 1 250 4,00% 30% 5,0 -Maturity : 3 years (September 2015) 3-mars-11 Immofinanz Immobilien A. 515 4,25% 33% 7,0 -Dividend protection : above € 0.65 per share 31-mars-11 Sacyr Vallehermoso 200 6,50% 25% 5,8
Groupe Bruxelles Lambert / 9 March 2013 16 In January • The transaction raised €1B; Terms & Conditions 2013, GBL • The 1.25% coupon, combined with a 20% Issuance date 24/01/2012 has issued premium, represent an attractive cost of financing Maturity 07/02/2017 (4 years) in the context of fairly low interest rates and Notional € 1,000M GDF SUEZ show GBL's high creditworthiness as an issuer; Coupon 1.25 % Conversion Exchangeable 20 % • GBL will continue to receive dividends from premium Conversion Bonds … € 18,32 per share GDF SUEZ until maturity; price Dividend Above € 1.50 per share • The transaction covers nearly half of GBL's stake protection in GDF SUEZ, i.e. around 54.5 million Issuer call at 130 % after 3 years …With attractive shares, representing 2.3% of its capital and voting financial rights. Investor put at par at the 3 years terms & conditions anniversary date
Benchmarking of « carry » vs former Exchangeable Bonds
Groupe Bruxelles Lambert / 9 March 2013 17 The message • The transaction has shown GBL's intention to follow through on its asset rotation policy about GBL’s strategy, in view − GBL's share price increased by 0.5% on the placement day and subsequent days. of this GDF − The convertible GDF SUEZ bond traded on the grey market at between 99.75% SUEZ bond and 100%. issuance, was well perceived by the market
A transaction of an exceptional size An ad hoc launch window given GDF SUEZ's position Convertible and Retail Bonds superior to € 1B since 2010 GDF SUEZ stock price evolution between 22/01/2013 and 28/01/2013
Issuer / sous-jacent Launch date Value
Jan-13 €1,0B
Jan-13 $1,25B Jan-13 $2,25B Dec-12 €1,0B
Nov-12 €1,0B
Nov-12 €2,5B
Fev-12 € 1,5B
May-11 €1,25B Source: Société Générale Dec-10 $1,5B Throughout the subscription period, the price of the GDF SUEZ share has risen, resulting in Source: Deutsche Bank / Dealogic, February 2013 a reference price of € 15.27, i.e. a +0.8% premium on the previous day's price.
Groupe Bruxelles Lambert / 9 March 2013 18 Portfolio Overview
Sectorial allocation Geographical presence Influence in governance Dividend yield Growth potential Sound financial structure Structure costs Suez 1 GBL Portfolio Others 3% Environnement Sectorial 2% Pernod Ricard Allocation 13% Total 28%
GDF SUEZ 14%
Source : GBL (31/12/2012) Lafarge 23% Note Imerys 16% 1 Iberdrola, Private Equity and GBL is exposed to other investments Energy/Utilities, Building materials and Beverages Growth Drivers
Total World GDP growth and energy demand Launching of new reserves
GDF SUEZ Presence in the emerging markets Balance between contractual, regulated and merchant activities
Lafarge Demand in the construction sector, especially in the emerging markets GDP growth / Capex in the public sector
Imerys Dynamics of diversified end-markets Exposure in the emerging countries (ongoing)
Pernod Ricard Macroeconomic situation in industrialised countries Growth in emerging markets Overperformance of premium brands
Suez Infrastructure costs in water business Environnement GDP evolution and manufacturing production for the waste business
Groupe Bruxelles Lambert / 9 March 2013 20 Geographical GBL Footprint Presence
GBL’s investments have a worldwide footprint including an exposure to growth areas
Groupe Bruxelles Lambert / 9 March 2013 21 GBL’s Equity GBL presence Influence ranking in Investment ownership in the Board Number of seats in Committees as of 30 September 2012 the (%) of Directors² in the shareholding
Governance Strategy Committee: 1 member Total #2 4.0% 2/15 Audit Committee: 1 member
Audit Committee: 1 member 1 Strategy and Investment Committee: 1 member GDF SUEZ #2 5.1% 2/19 Nomination Committee: 1 member +1 observer Remuneration Committee: 1 member
Audit Committee: 1 member Remuneration Committee: 1 member GBL acts as a Lafarge #1 21.0% 3/17 professional shareholder Strategy, development & sustainable dvlp. Committee: 1 member and plays an active role in the governance and in Audit Committee : 1 member the strategic decision Imerys #1 56.9% 7/16 Strategy Committee: 5 members Nomination and remuneration Committee: 1 member making of the companies Audit Committee: 1 member it invests in Pernod Ricard #2 7.5% 2/14 Remuneration Committee: 1 member
Strategy Committee: 1 member Suez 2 #2 7.2% 2/18 Audit and accounts Committee: 1 member Environnement Nomination and remuneration Committee: 1 member
Source Companies Notes 1 Of which 0.2% in marketable securities 2 Of which 0.3% in marketable securities
Groupe Bruxelles Lambert / 9 March 2013 22 Dividend Dividend Yield Yield
8.3% Ensuring Ensuring a positive dividendgap 6.9%
6.0%
GBL dividend yield: 4.7% GBL invests in 3.6% companies with high dividend yields 1.9% 1.4%
Suez Pernod GDF SUEZ Total Imerys Lafarge Environnement Ricard
Source FactSet (31/12/2012) Notes 1 Yield based on dividends per share paid in 2012 and 2012 yearly volume weighted average share price
The size of the block is determined by the weight of the investment in GBL’s portfolio (part of GBL’s NAV)
Groupe Bruxelles Lambert / 9 March 2013 23 Growth EPS long-term growth (analysts’ consensus)1 Potential
41.2%
GBL invests in companies with significant growth 14.7% 14.7% potential Estimated weighted average of portfolio: 9.1% 5.3% 3.9% 2.2%
Suez Pernod Lafarge Total Imerys GDF SUEZ Environnement Ricard
Source FactSet (31/12/2012) Notes 1 2012-16 long-term annual growth rate, except for Imerys (2012-14, no forecasts available afterwards) 2 Estimated weighted average by the market capitalization as of 31/12/2012
The size of the block is determined by the weight of the investment in GBL’s portfolio (part of GBL’s NAV)
Groupe Bruxelles Lambert / 9 March 2013 24 Sound Rating / Cash conversion (%) Financial Structure for GBL and its 14
12AA+ Portfolio Total GBL GDF SUEZ Investments 10AA -
A8 Rating
Imerys BBB+6 Suez Environnement Pernod Ricard Lafarge Investment grade BBB4 -
BB2
B+0 - 20% 40% 60% 80% 100% Cash conversion (%)
Source Companies Notes The bubble size represents (i) for companies in GBL’s portfolio, 2012 operating cash flow – capex (excluding acquisitions and disposals) multiplied by GBL’s ownership (2012 LTM financials for Pernod Ricard) and (ii) for GBL, the value of its 2012 cash earnings 1 On a S&P rating basis: either S&P rating when available or S&P equivalent rating when Moody’s rating available 2 Cash conversion = EBITDA / (operating cash flow – capex excluding acquisitions and disposals); GBL cash conversion = cash earnings / total net dividends perceived from portfolio investments
Groupe Bruxelles Lambert / 9 March 2013 25 Structure Structure costs compared to the market capitalization (%) Costs
4.1%
GBL is committed to GBL’s team of 34 keep low structure costs full time employees
Average structure costs (excluding GBL) : 1.1%
0.2% 0.2%
GBL Lowest among quoted holding companies Highest among quoted holding companies
Source Quoted holding companies : 3i, Paris Orléans, Brederode, FFP, Wendel, Eurazeo, Sofina, Investor, Exor, Ackermans, Industrivärden, FactSet (31/12/2012)
Groupe Bruxelles Lambert / 9 March 2013 26 Financials Overview
Adjusted net assets value Discount to adjusted net assets value Financial liquidity Dividend growth Stock price performance • Positive effects of the 2012 transactions (disposals of Arkema / Pernod Ricard / Suez Financial Env. exchangeable bond, etc.) on the group's KPIs. Messages • Stable cash earnings and a positive dividend gap maintained despite – the reducing of the Lafarge dividend and the lack of a dividend contribution from the shares sold; – the negative change in interest rates. • Rise in consolidated earnings (x3.7) affected by GDF SUEZ – € -774M impairment, of which € -758M for GDF SUEZ (versus € -650M for Lafarge in 2011); – Net capital gains on disposals: € 471M; – Fall in contributions from Lafarge and Ergon partly offset by the contribution Solid results and from Imerys; – Unfavourable comparison base for the Total dividend: sole impact of the performance compared change to the quarterly dividend policy. to 2011, that absorbed • Reinforced financial structure the impact of the – Return to a positive net cash position: € 339M (vs. € -694M at end 2011); impairment of GDF – Increase in financial liquidity to € 2.3B (vs. € 1.2B at end 2011); SUEZ's shares – Reducing of the gross cost of debt from 2.8% to 2.1%. • Portfolio asset rotation – Net divestments: € 970M; – Private equity (net): € -39M. • Adjusted net assets: 15% rise to nearly € 13.2B, prompting a consequent rise in the share price by 17% since the start of the year
Groupe Bruxelles Lambert / 9 March 2013 28 Key Figures
The 2012 transactions impacted the key financial elements as follows
31/12/2011 31/12/2012
a Cash earnings maintained to a level close to € 500M 522M€ 489M€ 2012 Dividend increased by 1,9% (yield 4,4%) 428M€ 420M€
b A higher consolidated net results 75M€ 276M€ With an adjusted net result (deduction of capital gains and 680M€ 600M€ impairments…) c A positive net cash position at the end of 2012 (694)M€ 339M€
d
A +15% adjusted net asset value progression 11,6B€ 13,2B€
Groupe Bruxelles Lambert / 9 March 2013 29 a December 2012 Cash Resilient cash earnings €M € per share Earnings of Investments' contribution 529,3 € 489M Total 199,0 2,30 GDF SUEZ 175,8 1,50 Lafarge 30,2 0,50 Imerys 64,3 1,50 Pernod Ricard 31,4 1,58 Suez Environnement 22,8 0,65 Iberdrola 4,6 0,30 Other 1,2 - Per Share Interest income and expenses (26,1) Cash earnings: € 3.03 Other income financial income and expense 7,1 Other operating income and expense (21,0) Gross dividend: € 2.65 Tax -
Low structure costs Total 489,3
GBL’s team 4.1% of 34 full Investments’ contribution to dividend collected by GBL (€ 529M) time employees Other
Average structure costs (excluding GBL) : 1.1% 0.2% 0.2% GBL Lowest among Highest among quoted € 529,3M quoted holding companies holding companies
Groupe Bruxelles Lambert / 9 March 2013 30 a GBL’s 2012 The gross dividend proposal at € 2.65 per share reflects an increase by 1.9% and corresponds to a total distribution of € 427.6M Dividend • Payout: 87.4% Policy • Dividend gap (vs Cash earnings): € 62M
GBL has delivered continious dividend growth over the last 10 years : it rose on average by 7% over the last 10 years and by 4% since the 2008 crisis.
The company seeks to achieve a sound balance between an attractive cash yield to shareholders and achieving sustained growth in its share price.
GBL’s dividend per share evolution Expected dividend per share +7% variation on GBL’s Portfolio
+4%
2.54 2.60 2.42 2.30 +2.4% GBL GBL Variation 2.09 +5.0% 1.90 +5.2% CE CE 2012 1.72 +10.0% 1.60 2012 2013e 2013e 1.49 +10.0% +10.5% +7.5% +7.4% GDF SUEZ 1,50 1,50 0,0% Total 2,30 2,38 2,6% Lafarge 0,50 1,00 X 2 Pernod Ricard 1,58 1,74 7,6%
Source : Bloomberg Imerys 1,50 1,55 3,3%
For the year 20032003 20042004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010 2010 2011 2011 2012e Suez Env. 0,65 0,65 0,0% Paid in 2004 2005 2006 2007 2008 2009 2010 2011 2 012 Stock Price 31/12 Croissance moyenne pondérée 2,4% of the year 200444.07 2005 59.10 2006 2007 81.74 2008 90.42 2009 2010 87.87 2011 56.86 2012 66.05 62.93 51.5120 13 Yield 3.4% 2.7% 2.1% 2.1% 2.4% 4.0% 3.7% 4.0% 5.0%
Source : Consensus
Groupe Bruxelles Lambert / 9 March 2013 31 b Increase of • Consolidated results of € 276M (vs € 75M) Consolidated • Adjusted net results of €600M compared to € 680M in 2011 Results (x3.7) impacted by • Impairment on GDF SUEZ of € 758M GDF SUEZ • Capital gains of € 471M
2012 2011 Variation (Economic situation - Group Share in €M) Cash earnings 489 522 (33) Mark to Market and other non cash (25) 19 (44) Associated Companies and Private equity 208 284 (76) Eliminations, capital gains, impairments and reversals (397) (751) 354 Net Result 276 75 201
Impaired consolidated Excluding values (per share) Impairments / (reversals) 795 650 145 Earnings on diposals (471) (45) (426) GDF SUEZ : € 15,58 Iberdrola : € 3,53 Adjusted net results 600 680 (80)
Per share 3,86 4,38 -12%
Groupe Bruxelles Lambert / 9 March 2013 32 c Net Treasury +519 -420
and Net cash Financial 31/12/12 +41 -39 Dividend payment Liquidity Other disposals Private equity Cash +339 earnings Net debt +499 and various 31/12/11 -694
Net cash 31/12/2012 Breakdown
Partial Bank deposits and money market funds 1,082 Disposal of +433 Pernod Quasi cash 242 Ricard GBL benefits from a Gross treasury 1,324 sound financial profile Own shares 366 reinforced by the 2012 Gross debt -1,351 Disposal Net cash 31/12/2012 +339 disposals and 2012/2013 €M of Arkema
bond issues and enjoys a Bank deposits Financial liquidity -578 and money 31/12/2012 strong and sustained market funds financial liquidity of 400 289 297 339 1.082 2.282 Undrawn 200 more than € 2B as at 66 confirmed credit lines 31/12/2012 0 1.200 -200 • Secure placements -400 • Limited counterparties • Short term -600 -694
-800 Excluding own 31/12/2011 31/03/2012 30/06/2012 30/09/2012 31/12/2012 shares • Maturity : 2016 / 2017 ( Valuation 31/12/12: • Confirmed lines: 1,800 € 366 M) €M €M
Groupe Bruxelles Lambert / 9 March 2013 33 c Actual Gross Debt of € 2.3B • The cost of debt (pro forma including GDF SUEZ exchangeable bond issued in January 2013) has been reduced to 1.7% with an average duration of 3.5 years
2012 Gross Debt proforma GDF SUEZ exchangeable bond Gross debt Gross indebtness and credit lines maturity 2.351 2500 15% 1.000 Retail Bond € 350M 2000 GDF SUEZ /2017 (4%) Exchangeable Bond €1.0B /2017 (1.25%) Bank debt 1500 Undrawn credit lines 25% 1.000 (1) € 600M 350 1.200 43% 1000 600 Suez Env. Exchangeable 650 Bond €401M/2015 500 (0.125%) 500 400 17% 401 401 350 50 200 0 (1) 31/12/2012 31/12/2012 (pro forma) In €M 2012 2013 2014 2015 2016 2017 • Gross debt: € 1,351M € 2,351M • Debt maturity: 2016 / 2017 at the latest Average cost: 2.1 % 1.7 % • Confirmed undrawn credit lines (€ 1,200M) Duration: 3.1 years 3.5 years (1) Anticipated reimbursement in case of exercise of the investor put at the 3rd birthday of the (1) End 2011 : € 1,484M gross debt; 2.8 % average cost; 3.9 years duration issuance (February 2016)
Groupe Bruxelles Lambert / 9 March 2013 34 d
GBL’s stock Positive evolution in 2012 of GBL’s stock price (+ 17%) driven by the recovery of price Lafarge and progressions of Imerys and Pernod Ricard, which enabled to development compensate the counterperformance of GDF SUEZ in the markets up to €60.14 at year end
-2,94 0,29 0,95 0,58 0,18 2,48 -2,60 3,75 -2,12 31/12/12 8,06
31/12/11 60,14 Stock price effect/ disposal price
2012 portfolio’s performance 51,51 Negative stock price effect
Values Cash earnings effect € per Dividend payment share
coursStock de Lafarge Imerys Pernod Total Arkema Suez Env. Autres GDF SUEZ RépartitionDividend DécoteDiscount et CoursStock de boursePrice Ricard bénéficiairepaid by autresand boursePrice Values 31/12/2011 GBL variationsOthers 31/12/2012 in €M 8.312 1.301 604 399 153 94 30 48 -474 -420 -343 9.704
Groupe Bruxelles Lambert / 9 March 2013 35 d Adjusted net Evolution of the adjusted net assets value and the stock price since 01/01/12 assets value at 85 30/09/2012 31/12/2012 01/03/2013 84.4 1st March 79.9 82.1 84.5 80 31/03/2012 78.1 2013: 30/06/2012 Adjusted net 75 73.0 € 13.6B assets value 70 31/12/2011 71.7 65 31/12/2012 30/09/2012 60.1 57.8 01/03/2013 60 31/03/2012 61.0 58.0 30/06/2012 55 53.5 Stock price
50 31/12/2011 51.5 45
01/03/2013
Adjusted net assets (global) € B 13.6 Adjusted net assets € per share 84.5 Stock price € per share 61.0 Discount to adjusted net assets 27.8%
Groupe Bruxelles Lambert / 9 March 2013 36 d Evolution of the discount to adjusted
net assets 35% value
30%
31/12/11 01/03/13 28.1 % 27.8 % Average: 26.6% 25% 31/12/12 26.7 %
20%
15% 12/2008 05/2009 10/2009 03/2010 08/2010 01/2011 06/2011 11/2011 04/2012 09/2012 02/2013
Groupe Bruxelles Lambert / 9 March 2013 37 d GBL displayed strong resilience since the 2008 crisis and above market returns Stock price over a 10 years period. performance
Performance on… BEL 20 GBL stock price GBL TSR¹
GBL’s primary objective is to create value for its 10 years +22.3% +56.3% +116.1% shareholders.
Since the 2008 crisis +6.5% +14.0% +34.9%
Annual Return +2.0% +4.6% +8.0% (basis of 10 years)
Source Bloomberg (31/12/2012) Note 1 Total Shareholder Return : return on the stockquote and reinvested dividend of GBL
Groupe Bruxelles Lambert / 9 March 2013 38 GBL’s Investment Case GBL’s • Strict investments criteria investment • Portfolio diversification and rotation case • Increased influence on portfolio companies • Outstanding track record of the management team • No leverage and significant financial liquidity • Low structure costs • High dividend yield and shares buyback program • Discount to adjusted net assets value
Dividends received from portfolio Portfolio rotation Financing
Financial Operational interest income interest income Tax and expenses and expenses
Cash earnings
Distribution and investment capacity
Groupe Bruxelles Lambert / 9 March 2013 40 Appendix
2013 Calendars Overview of Total Overview of Lafarge Overview of Imerys Overview of Pernod Ricard Overview of Suez Environnement Overview of GBL’s Private Equity Investments Overview of Ergon
2013 Calendars • Dividend calendar – Dividend per share : € 2.65 – Global amount : € 427.6M – Coupon n°15
29 April 2013 2 May 2013 3 May 2013 Ex-dividend date Record date Payment date for coupon n°15 for coupon n°15 for coupon n°15
• Financial Calendar
22 March 2013 23 April 2013 30 July 2013 Early March 2014 Publication of the Ordinary General Half-year results Annual results Annual Report Meeting 2013 2013 2013 2012 (FR – NL)
8 May 2013 7 November 2013 22 April 2014 The above-mentioned dates depend on the agenda of the First quarter Third quarter Ordinary General Board of Directors meetings results 2013 results 2013 Meeting 2014 and are thus subject to change
Groupe Bruxelles Lambert / 9 March 2013 42 Overview Key Strengths Share price performance • A strong balance sheet € 50 of Total allowing the company to Current target price: €45.4 endorse an ambitious €45 development program
• A high dividend yield €40 €39.0 • A strong upside potential given current low market €35 (1.2%)
capitalization
• A high quality management €30 team Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Source FactSet (31/12/2012)
Key financials (€M)
Key Steps in value creation As of December 31, 2012 €m Market Value 91,981 GBL consolidated its reference shareholder position in Enterprise Value ¹ 95,851 Petrofina into a significant shareholding in a global integrated DACF (2012) ² 21,199 Major Recurring Net Income Group Share (2012) ² 12,361 EPS (2012) ² 5.5€ • Merger of Total and Petrofina in 1999 followed by a subsequent merger with DPS (2012) ² 2.3€ Elf in 2000 Dividend Yield ³ 6.0% • Spin off of part of the specialty chemicals business (Arkema) in 2006 EV / DACF 2012 ² 4.5x PE (2012) ² • Pursuit of an aggressive exploration and M&A strategy 7.4x Rating (Outlook) 4 AA-(Stable) / Aa1(Neg) / AA(Stable) • Restructuring of the downstream business: creation of “Refining & Source FactSet (31/12/2012) Chemicals” and “Supply – Marketing” Notes 1 Adjustments based on accounting data 2 Closing on December 31 – DACF: Debt-Adjusted Cash Flow 3 Dividend yield based on the dividend paid in 2012 and share price as of 31/12/2012 4 Rating S&P / Moody’s / Fitch
Groupe Bruxelles Lambert / 9 March 2013 43 Overview Key Strengths Share price performance
• A leader in its sector €25 of • Strong financial and strategic GDF SUEZ flexibility (besides the State ownership issue) Current target price: €17.3 € 20 • A potential rebound in developed countries in the
short term, and a potential in €15 €15.6 the long term in emerging (26.3%) markets • Resilience of the operational €10 performances during the crisis Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 • A business mix among the Source FactSet (31/12/2012) most diversified in the energy sector, improved with the IP acquisition • A high quality management Key financials (€M)
As of December 31, 2012 €m Key Steps in value creation Market Value 36,715 Sale of reference shareholder position in Tractebel into Cie de Enterprise Value 2 83,214 3 14,600 Suez EBITDA (2012) Recurring Net Income Group Share (2012) 3 3,472
• Accompanying the transformation of the financial conglomerate Suez EPS (2012) 3 €1.5
Lyonnaise des Eaux into an integrated industrial Group Suez (buyout / DPS (2012) 3 €1.5
Dividend Yield 4 9.6% take over SGB, Tractebel, Tractebel Energia, Electrabel, Glow…) EV / EBITDA (2012) 3 5.7x • Supporting the merger between Gaz de France and Suez (convergence PE (2012) 3 10.6x Gaz Electricity) Rating (Outlook) 5 A (stable) / A1 (negatif) • Spin off of Suez Environnement • Acting in favour of the take over of International Power (international Adjusted Net Debt / EBITDA (2012) 2.4x Source FactSet (31/12/2012) development) Notes • Close follow up of deleveraging through M&A divestment 1 Financials after deconsolidation of Suez Environnement 2 Adjustments based on accounting data 3 Closing on December 31 4 Dividend yield based on the dividend paid in 2012 and share price as of 31/12/2012 5 Rating S&P / Moody’s
Groupe Bruxelles Lambert / 9 March 2013 44 Overview Key Strengths Share price performance
• A global co-leader in the €56 Current target price: €54.4 of Lafarge building materials sector €50 €48.2 • A strong exposure to high €44 growth regions +77.6% €38
• High quality assets and most €32 technically advanced products €26 offering €20 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Source FactSet (31/12/2012)
Key financials (€M)
Key Steps in value creation As of December 31, 2012 €m Market Value 13,854 Creation of the first global cement / aggregate / concrete Enterprise Value ¹ 27,983 EBITDA (2012) ² 3,450 producer Recurring Net Income Group Share (2012) ² 772 EPS (2012) ² €2.7 • Buy-out of minority shareholders of Lafarge North America DPS (2012) ² €1.0 Dividend Yield ³ 2.1% • International development in emerging markets: Orascom acquisition EV / EBITDA (2012) ² 8.1x PE (2012) ² 17.9x • Focus on cement: disposals, roofing, gypsum BB+ (neg)/Ba1 (stable)/ Rating (Outlook) 4 • Refinancing: capital increase and debt management BB+ (stable) Adjusted Net Debt / EBITDA (2012) 3.3x • Restructure the organization, reduce costs and investments, allocate Source FactSet (31/12/2012) capital selectively, continue deleveraging Notes 1 Adjustments based on accounting data 2 Closing on December 31 3 Dividend yield based on the dividend paid in 2012 and share price as of 31/12/2012 4 Rating S&P / Moody’s / Fitch
Groupe Bruxelles Lambert / 9 March 2013 45 Overview Key Strengths Share price performance of Imerys • A global leader in the €55 industrial minerals sector Current target price: €52.5 €50 +35.4% • A strong cash generation allowing an ambitious capex €45 €48.2 and acquisition program €40 • A diversified business with rising exposure to emerging €35 markets in order to capture high growth €30 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 • Resilient margins due to a strong pricing power Source FactSet (31/12/2012)
Key financials (€M) AS of December 31, 2012 €m Key Steps in value creation Market Value 3,632 A unique business model based on important resources of Enterprise Value ¹ 4,823 EBITDA (2012) ² 660 scarce minerals and complex production processes Recurring Net Income Group Share (2012) ² 310 EPS (2012) ² €4.1 • GBL has been shareholder of Imerys since 1987 and acquired a DPS (2012) ² €1.6 controlling stake in 2011 Dividend Yield 3 3.2%
• 1991/1998: disposal of the commodity mining positions of Imetal and EV / EBITDA (2012) ² 7.3x PE (2012) ² 11.7x first developments in industrial minerals Rating Moody's (Outlook) Baa2 (stable) • 1999: acquisition of English China Clays and refocusing on minerals Adjusted Net Debt / EBITDA (2011) 1.3x processing Source FactSet (31/12/2012) • 2000/2011: development of Imerys, a multi-mineral global Group Notes 1 Adjustments based on accounting data 2 Closing on December 31 3 Dividend yield based on the dividend paid in 2012 and share price as of 31/12/2012
Groupe Bruxelles Lambert / 9 March 2013 46 Overview Key Strengths Share price performance
• A co-leading position in the of Pernod international spirits sector €95 Current target price : €98.5
Ricard • A portfolio of premium +22.0% international and key local €85 €87.4 brands • An integrated international €75 distribution network • A resilient business model through the crisis €65 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 • The largest profitable exposure Source FactSet (31/12/2012) to emerging markets • A high quality management team Key financials (€M) As of December 31, 2012 €m Key Steps in value creation Market Value 23,049 Transformation of a local French spirits company into an Enterprise Value ¹ 32,580 EBITDA (2012) ² 2,370 international co-leader Recurring Net Income Group Share (2012) ² 1,215 EPS (2012) ² €4.6 • GBL supported V&S (Absolut) acquisition, following Seagram (2000) DPS (2012) ³ €1.6 and Allied Domecq (2005) to create a complete product range Dividend Yield ³ 1.8%
• Successful Debt management: capital increase and well-timed debt EV / EBITDA 2012 ² 13.7x PE 2012 ² 19.0x refinancing BBB- (stable) / Baa3 (stable) / Rating (Outlook) 4 • International expansion and premiumisation of the product offering then BBB- (stable) sustained promotional expanditures Adjusted Net Debt / EBITDA (2012) 3.9x Source FactSet (31/12/2012) Notes 1 Adjustments based on accounting data 2 Last Twelve Months aggregate 3 Dividend yield based on the dividend paid in 2012 and share price as of 31/12/2012 4 Rating S&P / Moody’s / Fitch
Groupe Bruxelles Lambert / 9 March 2013 47 Overview Key Strengths Share price performance of Suez • A co-leader in the sector with €15 a global presence in water / Environnement waste businesses Current target price : €11.2 • A strong exposure to key €10 emerging markets (China, Indonesia, the United Arab €9.1 Emirates, Saudi Arabia etc.) +2.3%
• A strong capacity of cost reduction €5 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 • A current undervaluation compared to its peers Source FactSet (31/12/2012)
Key financials (€M)
Key Steps in value creation As of December 31, 2012 €m Market Value 4,637 Enterprise Value ¹ 15,836 • Merger with Lyonnaise des Eaux EBITDA (2012) ² 2,450 Recurring Net Income (2012) ² 228 • Take over Sita, Degremont, Agbar… EPS (2012) ² €0.5 DPS (2012) ² €0.7
• Accompanying the IPO process since 2008 Dividend Yield ³ 7.1%
• International developments EV / EBITDA (2012) ² 6.5x PE (2012) ² 20.4x • Monitoring costs reduction, capital allocation, debt management Rating Moody's (Outlook) A3 (stable) Adjusted Net Debt / EBITDA 3.0x
Source FactSet (31/12/2012) Notes 1 Adjustments based on accounting data 2 Closing on December 31 3 Dividend yield based on the dividend paid in 2012 and share price as of 31/12/2012
Groupe Bruxelles Lambert / 9 March 2013 48 Overview of GBL’s Private Equity Investments
Invest in companies with strong Description positions in niche markets in Invest in mid-sized businesses Belgium, France, Italy and Spain
Ergon Capital Partners I & II & Sagard I & Sagard II Funds III
Total commitment 560M 170M
Source GBL
Groupe Bruxelles Lambert / 9 March 2013 49 Introduction Differentiating Factors Overview of Ergon • A mid-market private equity investment company • A unique structure at the crossroads of a family- sponsored by GBL with € 775M under management owned holding company and a private equity fund, offering an alternative to typical funds • Equity investments from € 20M up to € 70M in companies in the Benelux, Italy, Iberia, France and • A flexibility adapted to each specific situation: Switzerland type of investment, structure, investment horizon & exit timing • 4 advisory offices in Brussels, Milan, Madrid and Paris, with 11 professionals • Conservative leverage and transaction structures • Since 2005, Ergon has invested in 11 companies for a • Search for growth through buy-and-builds value of € 2.5B and has completed 17 add-on • Combination of pan-European presence and acquisitions for a value of € 341M senior local experience • To date, Ergon has realized 3 exits, representing an investment of € 75M in equity and an exit value of € 144M, generating a 1.9x money multiple
Key Investment Criteria Current portfolio Company Date Sector Eq invested Ergon share • “Meaningful asset”: strategic/leading company in a niche market with a Benito Jul 2011 Niche Mfg € 31.6 m 84.6% sustainable position Spain De Boeck Apr 2011 Media € 33.3 m 92.0% • Growth acceleration opportunity (“buy-and-build”) Belgium
• Cash flow generative, simple business model Elitech Dec 2010 Health Care € 38.8 m 45.2% France • Conservative leverage structure Nicotra Feb 2008 Niche Mfg € 28.8 m 41.5% • Enterprise value up to € 300M Italy/Germany Zellbios Aug 2007 Health Care € 40.0 m 86.1% • Companies active in: niche manufacturing, healthcare/specialty Italy/Germany Joris Ide Mar 2007 Niche Mfg € 84.5 m 51.0% chemicals, specialty retail, others (media, services, leisure) Belgium • Focus on proprietary processes or situations with clear angles Corialis Jan 2007 Niche Mfg € 38.8 m 22.9% • Partnership with families and/or management teams Belgium Seves May 2006 Nice Mfg € 75.3 m 19.3% • Prioritize primary buy-outs Italy
Groupe Bruxelles Lambert / 9 March 2013 50
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Groupe Bruxelles Lambert / 9 March 2013 51