interim results presentation - ethos capital · through impactful technologies * the global findex...

INTERIM RESULTS PRESENTATION12 March 2020

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Introduction

Portfolio overview

Valuation overview

Liquidity analysis

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Brait transaction

Unexpected load shedding, the recessionary environment, low consumer confidence and productivity levels coupled with inflationary cost increases made 2H19 one of the most difficult operating environments in decades

Outside of South Africa, growth rates remain strong although currency and political risks remain elevated with global risk sentiment and lower oil prices

Growth in NAV of 1% since June 2019 to R11.48 per share, attributable EBITDA grew 3.2%

Post the Brait transaction, Ethos Capital has invested capital of R2.7bn and is 100% invested

The focus of the funds and Ethos Capital is on monetization of the current portfolio to return capital to shareholders

The direct and indirect effects of Coronavirus will impact both portfolio company profitability and valuations in the short to medium term however over the longer term this should normalise

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Overview of the last six months and market outlook

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# of Portfolio Companies

19(24 post Brait transaction)

NAV per Share

R11.48

Growth in NAV per share

1%

EV / EBITDA(Actual)

6.7x

Capital Invested

R1.7bn

Capital Invested (Post Brait)

R2.7bn

Net Debt / EBITDA(Actual)

1.6x

Total Assets

R1.96bn(R2.7bn post Brait transaction)

Invested capital (as % of Total Assets)

85.5%(100% post Brait transaction)

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sHighlights of the operating results

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Introduction

Portfolio overview

Valuation overview

Liquidity analysis

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Brait transaction

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sR253 million invested and growth in the past 6 months (excluding Brait), including 4 acquisitions

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R253m

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59%

41%

South Africa Rest of sub-Saharan Africa

Assets owned for more than two years

Assets owned for less than two years

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nTotal assets contribution – post Brait transaction

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63%

24%

13%

South Africa Rest of sub-Saharan Africa International

78% of Total assets

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Accessible customer base

650m Access to +650m mobile subscribers

Daily advances

+$5m +$5m advances distributed daily, with over 6 million transactions per day (US$1.82bnadvanced YTD vs US$1.36bn in 2018)

Strong financial performance

>17% Y-o-Y LfL EBITDA growth LTM December 2019

Default rates

<1% Lowest default rates in the industry and the highest service penetration

Global presence

>25Presence across 4 continents and >30 countries (most of which are in sub-Saharan Africa) – six new deployments initiated

Increasingly

connected

populations

Rising

consumer

spending

Ai and hyper

decision-

making

Financial

Inclusion

Key investment themes

1.7 billion adults remain unbanked*

67%* of unbanked adults have access to a mobile phone

Channel VAS aims to provide the underbanked in emerging markets with

mobile access to financial services through impactful technologies

* The Global Findex Database 2017

Date of investment October 2018 % of EC Invested Capital 27%

Total Ethos ownership 20% % of EC Total Assets 23%

EC Invested Capital R392m Current valuation R460m (1.23x TMB)

L6M Return +R38m (9%) R23m dividends received, increased stake by 3% to 20%

Channel VAS update

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Channel VAS provides Airtime Credit Services and Mobile Financial Services to prepaid mobile subscribers through MNOs

L6M changein NAV:

+R38m

% of Ethos Capital TA:

23%

Date of investment October 2017 % of EC Invested Capital: 11%

Total Ethos ownership 28.3% % of EC Total Assets: 10%

EC Invested Capital R189m Current valuation: R191m (1.04x TMB)

L6M Return -R11m (-6%) Multiple unchanged, EBITDA decline

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Kevro update

L6M changein NAV:

-R11m


10%

New Warehouse Facility ERP & WMS System

KEY HIGHLIGHTS

Subdued economic environment has continued to adversely affect end customers

Margin declined due to weak volumes, product mix shifts and pricing pressure

✓ Reasonable financial performance in a difficult market; positive impact from price increase in October 2019

✓ Operational projects to improve service levels and enhance efficiencies

o New Warehouse and IT systems

o Optimisation of procurement function

✓ All the above projects to be funded by internally generated cashflows

✓ B-BBEE rating improved to Level 4

“1 Box”

- Increased pallet locations

- Warehousing, picking mezz & branding

Allows Kevro to consolidate into one site;

expected to drive efficiencies

Integrate Ops & Systems

- Enhance inventory management

- Improve quality of BI in support of

decision-making processes

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KEY HIGHLIGHTS

Weak advertising market (industry radio and outdoor advertising spend both down YoY)

Most corporate advertising budgets have been cut

Out-of-Home profits declined due to pressure on higher margin assets

✓ Group performance holding up relatively well given difficult operating conditions

✓ Market share gains in broadcasting limited the revenue decline

✓ Pursuit of ongoing cost saving initiatives to protect margin

✓ Strategic review and operating model changes in Ster Kinekor Theatres (SKT) resulted in improved performance

Digitization of Outdoor billboards

Market share

Growth in radio market share was a significant

positive in 2019

Strategic re-focus

Sold SKE and unbundled SKT to create a

focused broadcasting and outdoor

advertising business

Capital expenditure in digitising billboards and creating “new age” solutions for advertisers

Primedia update

Date of investment December 2017 % of EC Invested Capital: 11% (including SKT)

Total Ethos ownership 19.9% + 5.0% (EC) % of EC Total Assets: 10% (including SKT)

EC capital investment R174m Current valuation: R186m (1.07x TMB)

L6M Return -R8m Primedia EBITDA decreased, multiple slightly down

L6M changein NAV:

-R8m


10%

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Forecast growth in Africa’s data consumption

+42 %

Market opportunity

$9.9bn The B2B service market is growing faster than any other segment of ICT in SSA

Growth in FTTX connections

x3SSA severely underserved outside SA; FTTX connections projected to grow three-fold to 2020

KEY HIGHLIGHTS

Ongoing delays to obtaining regulatory approvals to complete acquisition of remaining countries (Zimbabwe, Tanzania and Ghana)

✓ Majority of Gondwana acquisition concluded in October 2019, extending Echo’s footprint into Kenya, Uganda, Mauritius and Zambia

✓ Business successfully delivered its 1st B-BBEE rating under the ICT Codes and obtained a level 4 rating

✓ Investment in sales force - strong momentum in delivering against sales targets (147% of full year target achieved in 9 months)

✓ Strategic review and operational model assessment project underway

✓ Strong pipeline of acquisition targets

SSA presence

Countries (more to follow soon)

CAGR to 2021

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Echo update

Date of investment February 2018 % of EC Invested Capital: 10%

Total Ethos ownership 63.6% % of EC Total Assets: 9%


L6M Return +R9.5m (6%)Increase in gross revenues drove

increased valuation

L6M changein NAV:

+R10m


9%

CARDIO-

VASCULARORTHO SURGERYWOUND

CARENEUROLOGY BLOOD

DISEASE

DIAGNOSTIC

SOLUTIONS

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KEY HIGHLIGHTS

Lower GP margins in certain specialist verticals; plans in place to address this

✓ Robust like-for-like growth, driven by increased market share and new products

✓ Three value accretive acquisitions completed in Q4 2019

✓ Pursuit of additional opportunities ongoing; near term focus is integration of recent acquisitions

✓ Appointed new CEO with strong technology background

✓ Significant investment in IT systems to facilitate platform roll out

✓ Strong Ai potential both in terms of new business growth and product utilisation

✓ Potential for ex-South Africa growth is significant

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Vertice update

Date of investment May 2018 % of EC Invested Capital: 9%

Total Ethos ownership 86% % of EC Total Assets: 8%


L6M Return +R28.7m (+24%) Strong EBITDA growth drove valuation

Established

uniquely

skilled

distribution

Biotech

Infotech

convergence

Technology

platform

and scale

AI and Data

Science

L6M changein NAV:

+R29m


8%

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Synerlytic Lab footprint Agent labs

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SSA & MEI presence

Countries

Significant barriers to entry

Holds globally applicable

accreditations

South Africa

Namibia

Pakistan

DRCGhana

Mozambique

Angola

Botswana Zimbabwe

Zambia

Ivory Coast

IndiaUAE

Synerlytic update

Date of investment April 2019 % of EC Invested Capital: 7%

Total Ethos ownership 94% % of EC Total Assets: 6%


L6M Return +R17.7m (17%) Multiple unchanged, EBITDA growth

L6M changein NAV:

R18m


6%

KEY HIGHLIGHTS

Decline in sampling volumes from South African customer base

✓ Wearcheck performing in line with budget

✓ AFS outperforming as a result of strong revenue growth, efficient utilisation levels and cross selling

✓ Positive momentum in AMIS from international sales efforts; EBITDA well ahead of prior year

✓ Pursuit of organic growth through partnerships and extending footprint to select new countries

✓ Assessing M&A opportunities to facilitate further geographic expansion

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Introduction

Portfolio overview

Valuation overview

Liquidity analysis

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Outlook

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Portfolio composition Key valuation metrics

* Share price as at 31 December, 2019

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nPortfolio composition and valuation metrics

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6.7x

1.6x

34%

46%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

-

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

EV / EBITDA Net debt / EBITDA Discount to NAV Discount to peergroup

0.81

10.67

7.53

86%

34%

31 Dec 19 Share price

Cash equivalents Invested Capital Share price

% of TAPS Actual NAV

discount

NAV

11.48

7.53

0.81

6.72 3.1x

1.6x

4.7x

NAV Cash Invested NAV Valuation

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SED

VA

LUA

TIO

N

11.48

0.81

10.67 5.1x

1.6x

6.7x

NAV Cash Invested NAV Valuation

NA

V B

ASE

D V

ALU

AT

ION

Portfolio valued at a 46% discount to the peer group... .....market “look-through” values portfolio at 4.7x EV / EBITDA

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wMarket implied valuation analysis

16* Share price as at 31 December, 2019

100

54

35

46%

34%

-

20

40

60

80

100

120

Peer group companyvaluations

Ethos portfolio companyvaluations

Implied marketcompany valuations

LTM EBITDA growth by company

LTM Sales growth by company Net debt / EBITDA by company

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Growth rates and market implied EV / LTM EBITDA multiples of the portfolio

Market implied EV / EBITDA by company

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396

227339

616

5

3

5

3

<= 0% > 0% - <= 5% > 5% - <= 15% > 15%

Value - R'm Number

259 260

4675914 3

4

5

<= -10% > -10% - <= 0% > 0% - <= 15% > 15%

Value - R'm Number

497

317240

320

205

3

2

4

5

2

<= 0x > 0x - <= 1.5x > 1.5x - <= 2.5x > 2.5x - <= 3x > 3x

Value - R'm Number

211

499570

299

4

3

6

3

<= 4x > 4x - <= 5x > 5x - <= 6x > 6x

Value - R'm Number

5.0x

5.4x

6.3x

2.9x

6.1x

5.6x

5.2x

7.2x

3.8x

4.7x

5.3x

2.1x

5.9x

4.8x

5.7x

2.7x

6.8x 8.4x 10.1x 7.0x 8.6x 9.5x 10.6x 13.1x 5.8x 9.7x 12.7x 5.6x 11.5x 10.7x 11.3x 8.5x

4.7x

ChannelVas

Kevro Primedia SterKinekor

Gammatek Synerlytic Twinsaver Autozone Vertice Eazi Echotel MTN Bevco Waco RTT Neopak

Fund VI / VII Ai Fund Mid Market Fund Implied

- - - - EV / EBIAT Implied = 8.1x

Portfolio company - market implied valuationsM

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Period-end market price implies the following EV / EBITDA multiples and EV / EBIAT multiples

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CO

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Introduction

Portfolio overview

Valuation overview

Liquidity analysis

Brait transaction

19

* Available liquidity = Cash plus Debt Facility less Net Investment outflows / Realisation inflows

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Liquidity profile analysis based on current commitments (post Brait)

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3,8003,503

290

297

1,638

277

733

500

65

(770) (538) (306) (303) (229)25 153

346649

2,823

765

380 420

766

3,360

(1,750)

(750)

250

1,250

2,250

3,250

4,250

(1,750)

(750)

250

1,250

2,250

3,250

4,250

Tota

l co

mm

itm

en

ts

Fees

/ u

nd

raw

n a

dj

Net

co

mm

itm

ents

Inve

ste

d c

apit

al

Cu

rre

nt

cash

Rig

hts

issu

e

Bas

e fa

cilit

y

Trea

sury

sh

are

s

Co

mm

itm

en

t ga

p

H2

FY2

0

FY2

1

FY2

2

FY2

3

FY2

4

Realisations

Existing outflows

Available liquidity42%

27%

12%

12%

7%

% outflows by year

H2 FY20 FY21 FY22 FY23 FY24

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Introduction

Portfolio overview

Valuation overview

Liquidity analysis

21

Brait transaction

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sEthos’ key deliverables pre and post transaction completion

Management Company

• Finalise the operating model and integration of the Brait team

• Provide stability and clarity to underlying portfolio company boards and management

Brait

• Structural considerations

✓ Create alignment between shareholders, Board and the Advisor

✓ Cost optimisation plan

✓ Redomiciliation of Brait Malta and reconstitution of Brait Mauritius Board

• Debt structure

✓ Finalise the debt agreements

✓ Focus on de-gearing the BML facility as a key priority

✓ Balance cash flow and liquidity management plan with the overall game plan for Brait

Brait Portfolio Companies

• Stakeholder alignment around revised value realisation strategy

• Executive and shareholder alignment on strategic game plans

• Execution of value realisation plans over 3-5 years

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Stuart MacKenzie

Investment Team

Board(alt. Peter Hayward-Butt)

Rolf Hartmann

Investment Team

Board

Joao Rodrigues

Investment Team

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nResource Allocation

Ethos will appoint Senior Ethos Executives to key positions, alongside the Brait Executives

Ethos Value Add and Analytical Support

New Look, DGB & Consol

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Anthonie de Beer

Investment Team

Board

Bruce Baisley

Investment Team

Board

James Newman

Investment Team

Board

Peter Hayward-Butt

Board(alt. Stuart MacKenzie)

Jonathan Matthews

Investment Team

Board

Rolf Hartmann

Investment Team

Board

Glynn Potgieter

Investment Team

Peter Hayward-Butt

Board(alt. Stuart MacKenzie)

Stuart MacKenzie

Investment Team

Bruce Baisley

Investment Team

Peter Hayward-Butt James Newman

Investment team Investment team

R38.00

R17.16

R6.60

R7.99

Ethos NAV / Share (prerights issue)

Ethos NAV / Share (postrights issue)

Rights Offer In-price

10,547

6,905

1,728

10,591

4,758

375

NAV Net debt Otherinvestments

Virgin Premier Iceland

Effective entry multiples for Ethos Capital

Brait valuation overview

Discounts*

8.0x 6.9x 6.0x

EV/EBITDA multiples

Brait Sept NAV and transaction pricing

(37%) (45%) (86%)

Other investments

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24* Discounts to latest Brait NAV published as at September 2019

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Strategic Game Plan – Value creation approach

An analysis of each business by financial performance / outlook, competitive landscape, strategy implementation, valuation outlook and exit readiness will determine the Brait game plan

What is the outlook for valuations and exit options in the medium term?

Valuation outlook

– Baseline the current Net Realisable Value of each asset

– Assess the outlook for key valuation drivers (profitability, cashflow yield

and multiple)

– Ascertain where the business is in terms of the sector cycle

Exit options

– Critical assessment of the likely exit alternatives

– SOTP valuation versus the whole

– Capacity of the buyer universe to execute

– What is required to deliver an optimal exit over a 3-5 year timeframe

Valuation and exit considerations

How are each of the portfolio companies positioned in terms of:

Financial performance

– Historic key value driver performance and outlook for these

– Assessing the tangible growth opportunities and investment / timeframe required

– Balance sheet optimisation plan

Competitive positioning / market outlook

– Is the outlook for the business (competitive landscape, tail / headwinds) positive or

negative

– Assessment of the company’s sustainable “right to win”

Strategic implementation

– Is the strategy appropriate for the company’s financial performance and market

conditions

– Does the strategy align with Brait’s new medium-term focus

– Are the strategies monetizable in the timeframe to exit

Management and Board

– Ensure that we have management incentivised and aligned to deliver the agreed

strategy

– Capacitate the boards with the right skills / capabilities to support the business

Operational, strategic and management considerations

25

DISCLAIMERTHE INFORMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL AND DISCUSSION PURPOSES ONLY AND IS NOT, AND MAY NOT BE RELIED ON IN ANY MANNER AS, LEGAL, TAX OR INVESTMENT ADVICE OR AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST IN ANY OF THE

ETHOS PRIVATE EQUITY FUNDS OR LISTCO (TOGETHER THE “FUNDS”). A PRIVATE OFFERING OF INTERESTS IN THE FUNDS WILL ONLY BE MADE PURSUANT TO A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “OFFERING MEMORANDUM”) AND SUBSCRIPTION DOCUMENTS, WHICH WILL BE

FURNISHED TO QUALIFIED INVESTORS ON A CONFIDENTIAL BASIS AT THEIR REQUEST FOR THEIR CONSIDERATION IN CONNECTION WITH SUCH OFFERING. THE INFORMATION CONTAINED HEREIN WILL BE QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OFFERING MEMORANDUM, WHICH CONTAINS

ADDITIONAL INFORMATION ABOUT THE INVESTMENT OBJECTIVE, TERMS AND CONDITIONS OF AN INVESTMENT IN THE FUNDS AND ALSO CONTAINS TAX INFORMATION AND RISK DISCLOSURES THAT ARE IMPORTANT TO ANY INVESTMENT DECISION REGARDING THE FUNDS. NO PERSON HAS BEEN

AUTHORISED TO MAKE ANY STATEMENT CONCERNING THE FUNDS OTHER THAN AS SET FORTH IN THE OFFERING MEMORANDUM AND ANY SUCH STATEMENTS, IF MADE, MAY NOT BE RELIED UPON. THE INFORMATION CONTAINED HEREIN MUST BE KEPT STRICTLY CONFIDENTIAL AND MAY NOT BE

REPRODUCED OR REDISTRIBUTED IN ANY FORMAT WITHOUT THE APPROVAL OF THE FUNDS. NOTWITHSTANDING THE FOREGOING, EACH INVESTOR AND PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT THEREOF) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT

LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE FUNDS AND ITS INVESTMENTS AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH INVESTOR OR PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND

TAX STRUCTURE, PROVIDED, HOWEVER, THAT SUCH DISCLOSURE SHALL NOT INCLUDE THE NAME (OR OTHER IDENTIFYING INFORMATION NOT RELEVANT TO THE TAX STRUCTURE OR TAX TREATMENT) OF ANY PERSON AND SHALL NOT INCLUDE INFORMATION FOR WHICH NONDISCLOSURE IS REASONABLY

NECESSARY IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS.

AN INVESTMENT IN THE FUNDS WILL INVOLVE SIGNIFICANT RISKS, INCLUDING THE LOSS OF THE ENTIRE INVESTMENT. THE FUNDS WILL BE ILLIQUID, AS THERE IS NO SECONDARY MARKET FOR INTERESTS IN THE FUNDS AND NONE IS EXPECTED TO DEVELOP. RESTRICTIONS APPLY TO TRANSFERS AND

WITHDRAWALS OF INTERESTS IN THE FUNDS, AND THE INVESTMENT PERFORMANCE OF THE FUNDS MAY BE VOLATILE. THE FEES AND EXPENSES CHARGED IN CONNECTION WITH AN INVESTMENT IN THE FUNDS MAY BE HIGHER THAN THE FEES AND EXPENSES OF OTHER INVESTMENT ALTERNATIVES AND MAY

OFFSET PROFITS. BEFORE DECIDING TO INVEST IN THE FUNDS, PROSPECTIVE INVESTORS SHOULD READ THE MEMORANDUM OF THE FUNDS AND PAY PARTICULAR ATTENTION TO THE INVESTMENT CONSIDERATIONS CONTAINED IN THE MEMORANDUM. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND

WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE FUNDS’ INVESTMENTS.

IN CONSIDERING ANY PERFORMANCE DATA CONTAINED HEREIN, YOU SHOULD BEAR IN MIND THAT PAST OR TARGETED PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL ACHIEVE COMPARABLE RESULTS OR THAT TARGET RETURNS WILL BE

MET. IN ADDITION, THERE CAN BE NO ASSURANCE THAT UNREALISED INVESTMENTS WILL BE REALISED AT THE VALUATIONS SHOWN AS ACTUAL. REALISED RETURNS WILL DEPEND ON, AMONG OTHER FACTORS, FUTURE OPERATING RESULTS, THE VALUE OF THE ASSETS AND MARKET CONDITIONS AT THE

TIME OF DISPOSITION, ANY RELATED TRANSACTION COSTS, AND THE TIMING AND MANNER OF SALE, ALL OF WHICH MAY DIFFER FROM THE ASSUMPTIONS ON WHICH THE VALUATIONS CONTAINED HEREIN ARE BASED. THE IRRS PRESENTED ON A “GROSS” BASIS DO NOT REFLECT ANY MANAGEMENT FEES,

CARRIED INTEREST, TAXES AND ALLOCABLE EXPENSES BORNE BY INVESTORS, WHICH IN THE AGGREGATE MAY BE SUBSTANTIAL. ALL IRRS PRESENTED ARE ANNUALISED AND CALCULATED ON THE BASIS OF MONTHLY INVESTMENT INFLOWS AND OUTFLOWS. NOTHING CONTAINED HEREIN SHOULD BE

DEEMED TO BE A PREDICTION OR PROJECTION OF FUTURE PERFORMANCE OF THE FUNDS.

PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATION AND EVALUATION OF THE INFORMATION CONTAINED HEREIN. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, BUSINESS ADVISER AND TAX ADVISER AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS

CONCERNING THE INFORMATION CONTAINED HEREIN.

EXCEPT WHERE OTHERWISE INDICATED HEREIN, THE INFORMATION CONTAINED HEREIN IS BASED ON MATTERS AS THEY EXIST AS OF THE DATE OF PREPARATION OF THIS PRESENTATION AND NOT AS OF ANY FUTURE DATE. THE INFORMATION PROVIDED HEREIN WILL NOT BE UPDATED OR OTHERWISE

REVISED TO REFLECT INFORMATION THAT SUBSEQUENTLY BECOMES AVAILABLE, OR CIRCUMSTANCES EXISTING OR CHANGES OCCURRING AFTER THE DATE HEREOF.

CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION CONSTITUTES “FORWARD-LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “TARGET,” “PROJECT,” “ESTIMATE,” “INTEND,”

“CONTINUE” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING

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interim results presentation - ethos capital · through impactful technologies * the global findex...

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