מצגת של powerpoint - en. · pdf fileshare acquisition deal- meitav dash investments ltd....
TRANSCRIPT
I.D.Meitav Dash is a public company with extensive experience and expertise in asset management.Meitav Dash is one of the two leading investment firms in Israel, with total assets under management of NIS 126 billion.
A1
125
NIS Million
NIS MillionAs at 30.3.17
BondRating
In theTA-125Index
ShareholdersEquity
MarketValue
Total AssetsUnderManagement
DividendDistributionPolicy
770As at 31.3.17
1,042
NIS Billion
At least of net profit
126
50%As at 31.3.17
BRM28.26%
Zvi Stepak27.16%
Shares heldby the public37.96%
As at 31.3.17
Shareholders
Range of Products and Services
CoreActivitiesAUM as at 31.3.17 in NIS Billion
27.3ETNs
Provident Funds, Study Fundsand Pension Funds
27.9 48.618.3
Mutual Funds
Portfolio Management
OtherActivities Meitav Dash Capital Markets College
Meitav Dash TradeMeitav Dash BrokerageMeitav Dash Global Markets
Peninsula - SME Credit E-Loan - Consumer Credit Insurance Agencies
Revenue in Q1 2017
Other =Insurance Agencies , College, Global Markets, etc.
Provident Funds,Study Funds
and Pension FundsNIS 83million
%37
Mutual Funds& Portfolio
ManagementNIS 55million
25%
ETNsNIS 31million
14%
OtherNIS 22 million
10%
223TotalRevenue
NIS Million
Trade & BrokerageNIS 19 million 8%
PeninsulaNIS 13million
6%
Selected Financial Data
Q1-20172016Q4-2016Q1-2016NIS million
122,122115,691115,691116,267AUM
223775197182Revenue
168592164138Total expenses
632074050EBITDA
612083849Normalized EBITDA
421342335FFO
351122331Profit excludingamortization
26881626Profit for the period
EBITDA Q1 2017
43Profit before tax
14Depreciation and amortization
6Financing expenses, net
63EBITDA
FFO Q1 2017
26Profit for the period
14Depreciation and amortization
(2)Revaluation of debentures
4Other
42FFO
1. Core activities: mutual funds, provident funds, study funds and pension funds, ETNs and portfolio management
1
Growth Engines
Credit Insurance Digital
Strategic Partners • Digital Pension Funds• Digital Study Funds• Digital Inv. Provident Funds
Share Acquisition Deal- Meitav Dash Investments Ltd. (“The Company”)• On 30.11.16, the Company signed a merger agreement with the XIO Fund (“The Fund”), in which the Fund will acquire the entire issued and paid-up share capital of the Company,
in way of a reverse triangular merger (“The Acquisition Deal”). Within the deal’s framework, the Company’s shares shall be acquired from the Company’s shareholders, in exchange for payment through one of the following alternatives, at the shareholders’ choosing: (a) “The cash alternative”- a cash payment of 22 NIS per share; or (b) “The other alternative”- a combined payment, totaling 27.4 NIS per share, out of which, 13.7 NIS shall be paid in cash, and the shareholder shall receive one non-tradable debenture, to be issued by a fully owned subsidiary of the Fund, with a principal amount of 13.7 NIS per share. The debenture component of the other alternative shall be paid in three payments within one year, two years and three years, from the closing date of the Acquisition Deal, and shall have an annual interest rate of 2%, that shall be paid in one payment, within three years of the closing date of the Acquisition Deal. Notwithstanding the abovementioned, in certain circumstances, some of the debenture’s principal payments may be postponed to a period within five years of the closing date of the Acquisition Deal.
• According to the Acquisition Deal’s terms, the payment of the cash alternative and the cash component of the other alternative, may be adjusted prior to the closing date of the Acquisition Deal, due to a deviation of the Company’s net financial debt goal for the closing date, as was determined in the Acquisition Deal. Furthermore, an amount no larger than 20% of the last principal payment of the debenture component of the other alternative may be setoff from said payment, due to payments that may arise from court procedures that have been mentioned in the Acquisition Deal agreement and as a result of losses that may derive from some of the Company’s hedging transactions .
• The Acquisition Deal’s closing and completion is subject to a number of pending warranties, including the approval of the Acquisition Deal by the Company’s general shareholders assembly and the acceptance of regulatory confirmations required for the undertaking of the Acquisition Deal, including controlling permits of the Company. It should be clarified, that as of this day, there is no guarantee that all required regulatory approvals shall be received, or that all pending warranties shall be executed, for the closing and completion of the Acquisition Deal. Therefore, there is no certainty that the Acquisition Deal shall be completed.
• For details regarding the breach notice the Company submitted to the XIO Fund, due to the lack of submission of all the required requests, in order to receive the regulatory approvals required to complete the transaction, the period in which the XIO Fund may remedy the violations of the merger agreement and the notice given to the Company by the XIO Fund according to which, the XIO Fund is acting towards submitting all said applications, see the Company's immediate reports dated: April 27, 2017, reference no. 2017-01-043437 and dated March 19, 2017, reference no. 2017-01-025404, respectively.
• For further details regarding the Acquisition Deal and the Acquisition Deal’s terms and conditions, please see the Company’s immediate report from 1.12.16, reference number: 2016-01-135283 (http://maya.tase.co.il).
• The XIO Fund is a global private investment fund, situated in London, that manages an approximate capital of 5 billion USD, designated for global investments. The Fund operates in Britain, USA, Germany, Switzerland, Israel, Hong-Kong and China, and it’s managers are veterans of the global investments industry.
Acquisition by XIO
Provident Funds, Study Funds & Pension Funds
AUMProvident FundsNIS 20.2 billionStudy FundsNIS 21.8 billionPension FundsNIS 6.6 billion
48.6 10 3%AUM in NIS Billion Market share
• On January 1, 2017, NIS 7.5 billion of Ayalon Provident Funds and Pension Funds assets were merged. Currently the largest pension fund among the investment houses, with assets of more than NIS 6 billion and annual deposits of over NIS 1 billion.
• Elected by the MOF in Nov. 2016 as managers of the default pension fund with over 20,000 new savers added since.
Q1-20172016Q4-2016Q1-2016NIS million
48,63041,45241,45240,587AUM
862806971Revenue
0.68%0.68%0.67%0.70%Annualized Management Fees
1044414Operating Profit
As at 31.3.17
ETNs
27 3AUM in NIS Billion
29 4%Market share
• Largest ETN company in Israel in terms of AUM
• Wide range of products, professionalism and high trading capabilities
As at 31.3.17
Q1-20172016Q4-2016Q1-2016NIS million
27,23928,13628,13629,417AUM
311242830Revenue
0.45%0.42%0.39%0.40%Annualized Management Fees
14591015Operating Profit
Mutual Funds & Portfolio Management
27 9NIS Billion
12 7%Market share
18 3NIS Billion
AUM Mutual FundsTraditional FundsNIS 20.2 billionMoney Market FundsNIS 4.9 billionTracking FundsNIS 2.8 billion
Q1-2017
2016Q4-2016
Q1-2016
NIS million
27,92127,48527,48527,224AUM Mutual Funds
18,34818,61818,61819,039AUM Portfolio Management
552115252Revenue
0.90%0.89%0.87%0.89%Annualized management fees from traditional funds*
0.16%0.17%0.16%0.17%Annualized management fees from money market funds
0.32%0.34%0.33%0.34%Annualized management fees from portfolio management
20751918Operating profit
*Excluding tracking funds
As at 31.3.17
Portfolio Management
Balance Sheet (In NIS millions)
As atMarch 31,
2017
As atDecember
31,2016
568449Cash and short-term investments
27,81928,608Current investments to cover ETNs
597576Other current assets
28,98429,633Total current assets
142128Long term investments
1,2121,109Fixed assets and intangible assets
2022Deferred taxes
30,35830,892Total assets
As atMarch 31,
2017
As atDecember 31,
2016
554507Credit from banks and others
27,20828,104ETNs, liabilities and deposit
589484Current liabilities of special purposesubsidiaries to coverETNs, liabilities anddeposit
8641Liabilities for short sale of securities
227165Trade and other payables
28,66429,301Total current liabilities
113117Loans from banks
494495Debentures
202212Other long term liabilities
770699Equity
11568Non-controlling interests
30,35830,892Total liabilities and equity
Debt to EBITDA
excludingPeninsula
DebtexcludingPeninsula
Debt toEBITDA
Debt
1.12862.7679Net*
2.97304.61,161Gross
*Including liabilities for short sale of securities.
Profit and Loss (in NIS millions)
Q12017
2016Q4-2016
Q1-2016
210749184182Revenues from management fees, commissions, ETN and other
132613-Revenues from Peninsula
223775197182Total Revenues
168592164138General and administrative expenses, marketing, sales, andfinancing expenses from Peninsula.
551833344Operating income
1(1)(2)-Profit (loss) from securities held for investmentpurposes in nostro portfolio, net
(6)(31)(7)(2)Financing expenses, net
(8)(24)(6)(5)Other expenses, net
1622Company's share in earnings in equity accounted investees
431132039Profit before taxes on income
1745413Taxes on income
26881626Profit for the period
This presentation was prepared by Meitav Dash Investments Ltd (hereinafter: the “Company” or “Meitav Dash”) and isintended for institutional investors only. This presentation does not comprise an opinion, suggestion, recommendation, oradvice / marketing for purchase and / or holding and /or sale of securities and / or financial assets (including securities of theCompany and / or financial assets issued by Companies in the Meitav Dash Group). The presentation is not a substitute foradvice / investment marketing or counseling / pension marketing that takes into consideration the special needs of eachperson.
This presentation is intended only for delivery and presentation of information provided and its presentation does not replacethe need to review reports published by the Company to the public. That shown is the opinion of the authors alone andreflects their understanding at the date of the presentation. The data, information, and analysis set forth, including the viewsexpressed, in this presentation, may change without notice.
Certain matters discussed in this presentation, including projections, objectives, assumptions, estimates and other informationrelating to future events and / or future matters whose occurrence is uncertain and is not controlled by the Company,including, but not limited to, information regarding the signing of the share acquisition deal, as described in slide 8 of thispresentation, and information in connection with a forecast of revenues and profitability, are all forward-looking statements asdefined in the Securities Law, 1968, that is based on the subjective assessments of the Company’s management based on dataand information held by the Company at the date of preparation of the presentation. Realization or non-realization of forward-looking statements will be affected by, among other things, risk factors characterizing the activity of the Company and,developments in the general environment and external factors affecting the activity of the Company, which cannot beestimated in advance and are not under the control of the Company. The Company’s operating results may differ materiallyfrom estimated or implicit results stated in the presentation.