orders received increased in services focus continues to ... · interim review, january–march...
TRANSCRIPT
Orders received increased in Services – focus continues to be on profitability improvement
Interim Review,
January–March 2015
April 29, 2015
Pasi Laine, President and CEO
Markku Honkasalo, CFO
Agenda
Q1/2015 in brief
Business lines’ development
Financial development
Summary of Interim Review Q1/2015
Appendix
1
2
3
5
6
Interim Review, January–March 2015
Guidance and short-term market outlook4
April 29, 2015 © Valmet2
Q1/2015 in brief
• Orders received decreased in Pulp and Energy, and Paper business lines from the high levels in Q1/2014
• Net sales increased in Pulp and Energy and decreased in Paper compared with Q1/2014
Orders received decreased and net sales increased in capital business
• Services orders received increased compared with Q1/2014
• Net sales increased compared with Q1/2014 in Services
Orders received and net sales increased in services
April 29, 2015 © Valmet4
Q1/2015 in brief
• Gross profit increased by EUR 16 million compared with Q1/2014
• SG&A1 expenses increased by EUR 3 million compared with Q1/2014
• EBITA2-margin improved but is below targeted level
Focus on profitability improvement
Strong balance sheet, negative cash flow provided by operating activities
• Net debt EUR -134 million, and gearing -17%
• Cash flow provided by operating activities EUR -20 million
• Order backlog EUR 66 million higher than at year-end 2014
Order backlog at EUR 2.1 billion
1) Selling, general and administrative expenses before non-recurring items
2) EBITA = Earnings before interest, taxes and amortization and non-recurring items
Key figures Q1/2015
April 29, 2015 © Valmet5
EUR million Q1/2015 Q1/2014 Change
Orders received 580 1,101 -47%
Order backlog1 2,064 1,972 5%
Net sales 561 519 8%
EBITA2 19 4 >100%
% of net sales 3.5% 0.7%
EBIT3 13 -8
% of net sales 2.4% -1.5%
Earnings per share, EUR 0.05 -0.04
Return on capital employed (ROCE), before taxes4 6% -2%
Cash flow provided by operating activities -20 43
Gearing1 -17% -5%
Non-recurring items: EUR 0 million in Q1/2015 (EUR -6 million in Q1/2014)
1) At the end of period
2) Before non-recurring items
3) After non-recurring items
4) Annualized
267 273 242 273 293
622 560
96 66138
212190
128 142149
1,1011,023
466 480580
0
500
1,000
1,500
2,000
2,500
3,000
3,500
0
200
400
600
800
1,000
1,200
1,400
Q1/14 Q2/14 Q3/14 Q4/14 Q1/15
Services (LHS) Pulp and Energy (LHS)
Paper (LHS) Last 4 quarters (RHS)
18582 135 88
18924 194 23 40
50
437
567
189 277202
35
121
5435 54
42059
66 41 85
1,1011,023
466 480 580
0
500
1,000
1,500
2,000
2,500
3,000
3,500
0
200
400
600
800
1,000
1,200
1,400
Q1/14 Q2/14 Q3/14 Q4/14 Q1/15
North America (LHS) South America (LHS)EMEA (LHS) China (LHS)Asia-Pacific (LHS) Last 4 quarters (RHS)
Orders received declined from the high level in Q1/2014
• Orders received increased in Services
• Orders received decreased in Pulp and Energy
• Orders received decreased in Paper
• Orders received increased in South America and China
April 29, 2015 © Valmet6
Orders received (EUR million),
by business line
Orders received (EUR million),
by area
1,972
2,4062,312
1,998 2,064
0
500
1,000
1,500
2,000
2,500
3,000
Q1/14 Q2/14 Q3/14 Q4/14 Q1/15
Order backlog at EUR 2.1 billion
• About 75% of the order backlog is currently expected to be realized as sales
during 2015
• Approximately 25% of the order backlog relates to the Services business line
April 29, 2015 © Valmet7
Order backlog (EUR million)
~25%
~75%
Services business Capital business
Structure of order backlog
224 251 235 278 242
519
588 590
777
561
0.7%
3.7% 5.5%
6.1%
3.5%
Q1/14 Q2/14 Q3/14 Q4/14 Q1/15
Services
Capital
EBITA-%
EBITA target 6–9%
EBITA-margin increased compared with Q1/2014
April 29, 2015 © Valmet8
Net sales and EBITA before NRI (EUR million)
• Net sales and profitability increased compared with Q1/2014- Changes in foreign exchange rates1 increased net sales by EUR 20 million and EBITA by
EUR 1 million
• Exceptionally many POC2 milestones in Q4/2014, while less in Q1/2015
EBITA before
NRI (MEUR)194 22 32 48
1) Compared with the exchange rates for January–March, 2014
2) POC = Percentage of completion
0%
5%
10%
15%
20%
25%
30%
35%
40%
0
20
40
60
80
100
120
140
160
Q1/2
014
Q2/2
014
Q3/2
014
Q4/2
014
Q1/2
015
EUR million (LHS) % of net sales (RHS)
0%
5%
10%
15%
20%
25%
30%
35%
40%
0
20
40
60
80
100
120
140
160
Q1/2
014
Q2/2
014
Q3/2
014
Q4/2
014
Q1/2
015
EUR million (LHS) % of net sales (RHS)
Good development in gross profit
April 29, 2015 © Valmet9
Gross profit (EUR million and % of net sales)
• Gross profit increased
• Selling, general and administrative expenses (SG&A) increased EUR 3 million,
due to changes in foreign exchange rates1
• Further actions to improve gross profit through Must-Win implementation and
renewal
SG&A (EUR million and % of net sales)
1) Compared with the exchange rates for January–March, 2014
Key Must-Win objectives to improve profitability to the targeted level of 6–9%
April 29, 2015 © Valmet10
Improve project
and service
margin
Harmonization of
processes
Localization of
competencies
Better selection of
sales cases
Development in
project
management
Common quality
development
approach
Quality tools and
processes
Highlight the
importance of
quality initiatives
and accountability
Reduce quality
costs and lead
times
Increase sourcing
from cost
competitive
countries
Increase use of
sub-contracting
Consolidation of
shipment and
warehouse
network
Savings in
procurement
Improve product
cost
competitiveness
to increase gross
profit
Focus on cost
efficient design
Modularity and
standardization
The acquisition was
announced on January 15,
2015 and completed on April
1, 2015
Enterprise value of acquisition
EUR 340 million1
Automation is Valmet’s fourth
business line
January–June Interim Review
will include Automation
April 29, 2015 © Valmet11
Automation is Valmet’s fourth business line
1) Refers to the debt-free enterprise value of the acquisition.
Business lines’ development
224251
235
278
242
0
200
400
600
800
1,000
1,200
0
50
100
150
200
250
300
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Net sales (LHS)
Net sales, last 4 quarters (RHS)
Growth in orders received and net sales in Services
April 29, 2015 © Valmet13
Net sales (EUR million)Orders received (EUR million)
• Services orders received increased compared with Q1/2014
- Orders received increased in North America, South America, EMEA and Asia-
Pacific, and decreased in China
- Orders received remained stable compared with Q1/2014 in Fabrics and
increased in all other business units
- Changes in foreign exchange rates1 increased orders received by
approximately EUR 16 million
• Net sales increased compared with Q1/2014
2014:
EUR 1,055 million
2014:
EUR 989 million
267 273242
273 293
0
200
400
600
800
1,000
1,200
0
50
100
150
200
250
300
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Orders received (LHS)
Orders received, last 4 quarters (RHS)
1) Compared with the exchange rates for January–March, 2014
622560
96 66138
0
200
400
600
800
1,000
1,200
1,400
1,600
0
100
200
300
400
500
600
700
800
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Orders received (LHS)
Orders received, last 4 quarters (RHS)
181
229 234
312
222
0
200
400
600
800
1,000
1,200
1,400
1,600
0
50
100
150
200
250
300
350
400
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Net sales (LHS)
Net sales, last 4 quarters (RHS)
Orders received decreased and net sales increased in Pulp and Energy
April 29, 2015 © Valmet14
Net sales (EUR million)Orders received (EUR million)
• Orders received decreased compared with Q1/2014
- Orders received increased in South America and North America, and
decreased in other areas
- Orders received decreased in both Pulp and Energy
• Net sales increased compared with Q1/2014
2014:
EUR 956 million
2014:
EUR 1,344 million
212190
128142 149
0
150
300
450
600
750
900
0
50
100
150
200
250
300
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Orders received (LHS)
Orders received, last 4 quarters (RHS)
114 108 120
186
97
0
150
300
450
600
750
900
0
50
100
150
200
250
300
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Net sales (LHS)
Net sales, last 4 quarters (RHS)
Orders received and net sales decreased in Paper
April 29, 2015 © Valmet15
Net sales (EUR million)Orders received (EUR million)
• Orders received decreased compared with Q1/2014
- Orders received increased in China and South America and decreased in
other areas
- Orders received increased in Board and Paper, and decreased in Tissue
• Net sales decreased compared with Q1/2014
• Timing of POC1 milestones had a negative impact on net sales in Q1/2015
2014:
EUR 528 million
2014:
EUR 671 million
1) POC = Percentage of completion
Financial development
43 46
117
30
-20
-40
-20
0
20
40
60
80
100
120
140
Q1/2
01
4
Q2/2
01
4
Q3/2
01
4
Q4/2
01
4
Q1/2
01
5
Cash flow provided by operating activities negative due to net working capital development
April 29, 2015 © Valmet17
• Change in net working capital was EUR -49 million1
• CAPEX less than depreciation
Cash flow provided by operating activities (EUR million)
1) Change in net working capital in the condensed consolidated statement of cash flows
-39 -54
-158 -166-134
-5%-7%
-20% -21%
-17%
-25%
-20%
-15%
-10%
-5%
0%
5%
10%
15%
20%
-250
-200
-150
-100
-50
0
50
100
150
200
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Net debt (EUR million) Gearing (%)
Strong balance sheet and negative gearing
April 29, 2015 © Valmet18
• Negative gearing (-17%) and net debt EUR -134 million
• Equity to assets ratio was negatively affected by drawn bank loans to finance the acquisition of
Process Automation Systems, and by dividend payout decision of Annual General Meeting
Net debt (EUR million) and gearing (%) Equity to assets ratio (%)
40% 40% 41% 42%
34%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
0
50
100
150
200
250
300
350
400
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Structure of loans and borrowings
April 29, 2015 © Valmet19
Amount of outstanding interest-bearing debt
(EUR millions)
• Average maturity of long-term loans is 4.1
years
Main financing sources
Back-up facilities
Interest-bearing debt EUR 445 million as at March 31, 2015
EUR 147 million
EUR 100 million
European Investment Bank
Skandinaviska Enskilda Banken
Nordic Investment Bank
Amount Lender
EUR 70 million Swedish Export Kredit
EUR 95 million
EUR 0 million
EUR 200 million domestic commercial
paper program
EUR 200 million syndicated revolving
credit facility
Amount Outstanding
EUR 30 million
Guidance and short-term market outlook
Guidance and short-term market outlook
21 April 29, 2015 © Valmet
GoodPulp and
Energy
Paper
Satisfactory
Pulp
Energy
Board and Paper
Tissue
Guidance for
2015
Services
Short-term market outlook
Guidance for 2015 (as given on February 6, 2015)
Satisfactory
Satisfactory
Good
Satisfactory
Satisfactory
Satisfactory
Satisfactory
Good
Satisfactory
Q2/2014 Q3/2014
Satisfactory
Satisfactory
Satisfactory
Good
Satisfactory
Q4/2014
Satisfactory
Weak
Good
Satisfactory
Q1/2015
Valmet estimates that, including the acquisition of Process Automation
Systems, net sales in 2015 will increase in comparison with 2014 (EUR
2,473 million) and EBITA before non-recurring items in 2015 will increase in
comparison with 2014 (EUR 106 million).
- - - SatisfactoryAutomation
Summary of Interim Review Q1/2015
April 29, 2015 © Valmet23
Summary of Interim Review Q1/2015
1) Selling, general and administrative expenses before non-recurring items
2) EBITA = Earnings before interest, taxes and amortization and non-recurring items
• Orders received decreased in Pulp and Energy, and Paper business lines from the high levels in Q1/2014
• Net sales increased in Pulp and Energy and decreased in Paper compared with Q1/2014
Orders received decreased and net sales increased in capital business
• Services orders received increased compared with Q1/2014
• Net sales increased compared with Q1/2014 in Services
Orders received and net sales increased in services
• Gross profit increased by EUR 16 million compared with Q1/2014
• SG&A1 expenses increased by EUR 3 million compared with Q1/2014
• EBITA2-margin improved but is below targeted level
Focus on profitability improvement
Strong balance sheet, negative cash flow provided by operating activities
• Net debt EUR -134 million, and gearing -17%
• Cash flow provided by operating activities EUR -20 million
• Order backlog EUR 66 million higher than at year-end 2014
Order backlog at EUR 2.1 billion
Interim Review January–June 2015
July 30, 2015
www.valmet.com/investors
Appendix
© Valmet26 April 29, 2015
Largest shareholders on March 31, 2015Based on the information given by Euroclear Finland Ltd.
# Shareholder name Number of shares % of shares and votes
1 Solidium Oy1 16,695,287 11.14%
2 Cevian Capital Partners Ltd. 10,323,191 6.89%
3 Nordea Funds 4,610,779 3.08%
4 Skagen Global Verdipapirfond 3,202,627 2.14%
5 Ilmarinen Mutual Pension Insurance Company 3,092,126 2.06%
6 Varma Mutual Pension Insurance Company 2,908,465 1.94%
7 The State Pension Fund 1,520,000 1.01%
8 Keva 1,502,166 1.00%
9 Mandatum Life Insurance Company Limited 1,237,307 0.83%
10 Skagen Global II Verdipapirfond 947,963 0.63%
10 largest shareholders, total 46,039,911 30.72%
Other shareholders 103,824,708 69.28%
Total 149,864,619 100.00%
Largest shareholders
1) A holding company that is wholly owned by the Finnish State
• The holding of Capital Partners Ltd. decreased on February 13, 2015 to 10,323,191 shares (previously 20,813,714 shares),
corresponding to an ownership of 6.89% (previously 13.89%) of Valmet’s shares.
© Valmet27 April 29, 2015
54.5%
20.2%
11.1%
14.2%
Nominee registered and non-Finnish holders
Finnish institutions, companies and foundations
Solidium Oy
Finnish private investors
1) A holding company that is wholly owned by the Finnish State
Ownership structure on March 31, 2015
Sector Number of shareholders % of total shareholders Number of shares % of shares
Nominee registered and non-Finnish holders 308 0.6% 81,573,996 54.4%
Finnish institutions, companies and foundations 2,782 5.7% 30,453,836 20.2%
Solidium Oy1 0 0.0% 16,695,287 11.1%
Finnish private investors 46,044 93.7% 21,141,500 14.2%
Total 49,134 100.0% 149,864,619 100.0%
The ownership structure is based on the classification of sectors determined by Statistics Finland.
© Valmet28 April 29, 2015
48,000
50,000
52,000
54,000
56,000
58,000
60,000
45%
47%
49%
51%
53%
55%
57%
12/2
01
3
01/2
01
4
02/2
01
4
03/2
01
4
04/2
01
4
05/2
01
4
06/2
01
4
07/2
01
4
08/2
01
4
09/2
01
4
10/2
01
4
11/2
01
4
12/2
01
4
01/2
01
5
02/2
01
5
03/2
01
5
Non-Finnish holders (LHS) Total number of shareholders (RHS)
Share of non-Finnish holders and number of shareholders
Paper, board, and tissue production trends
April 29, 2015 © Valmet29
Source: RISI
North America (million tonnes) Europe (million tonnes)
China (million tonnes) Asia-Pacific (million tonnes)
10
20
30
40
4
6
8
10
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue (LHS) Newsprint (LHS)Printing & Writing (RHS) Containerboard (RHS)Cartonboard (RHS)
10
15
20
25
30
35
40
5
7
9
11
13
15
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue (LHS) Newsprint (LHS)Printing & Writing (RHS) Containerboard (RHS)Cartonboard (RHS)
5
15
25
35
45
55
2
4
6
8
10
12
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue (LHS) Newsprint (LHS)Printing & Writing (RHS) Containerboard (RHS)Cartonboard (RHS)
5
10
15
20
25
30
35
40
3
4
5
6
7
8
9
10
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue (LHS) Newsprint (LHS)Printing & Writing (RHS) Containerboard (RHS)Cartonboard (RHS)
Paper, board, and tissue operating rates
April 29, 2015 © Valmet30
Source: RISI
North America Europe
China Asia-Pacific
75%
80%
85%
90%
95%
100%
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue Newsprint Printing & WritingContainerboard Cartonboard
80%
85%
90%
95%
100%
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue Newsprint Printing & WritingContainerboard Cartonboard
70%
80%
90%
100%
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue Newsprint Printing & WritingContainerboard Cartonboard
75%
80%
85%
90%
95%
100%
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
20
19
Tissue Newsprint Printing & WritingContainerboard Cartonboard
Paper and board consumption growth trends
April 29, 2015 © Valmet31
Population growth in
emerging markets is
larger than in
developed markets
Level of consumption
per capita in
emerging markets
clearly below that in
developed markets
This offers us long-
term growth potential
Paper and board consumption per capita vs. population
Average global consumption: 53 kg per capita
Source: RISI
0
500
1,000
1,500
2,000
2,500
0
50
100
150
200
250
Easte
rn E
uro
pe
We
ste
rn E
uro
pe
No
rth
Am
erica
Latin
Am
eri
ca
Ja
pa
n
Chin
a
Rest o
f A
sia
Ocea
nia
Afr
ica
Mid
dle
Ea
st
Consumption per capita, kg (LHS) Population, million (RHS)
0
5
10
15
20
25
0
500
1,000
1,500
2,000
2,500
Easte
rn E
uro
pe
We
ste
rn E
uro
pe
Nort
h A
me
rica
Latin
Am
eri
ca
Ja
pa
n
Ch
ina
Rest o
f A
sia
Ocea
nia
Afr
ica
Mid
dle
Ea
st
Population, million (LHS) Consumption per capita, kg (RHS)
Tissue consumption growth trends
April 29, 2015 © Valmet32
New products and
consumption models
based on tissue are
helping increase
consumption in
developed markets
Consumption in
emerging markets is
still low, but growing
Offers us long-term
growth potential in
both developed and
emerging markets
Tissue consumption per capita vs. population
Average global consumption: 4.5 kg per capita
Source: RISI
0
200
400
600
800
1,000
1,200
1-D
ec-0
7
1-M
ar-
08
1-J
un-0
8
1-S
ep
-08
1-D
ec-0
8
1-M
ar-
09
1-J
un-0
9
1-S
ep
-09
1-D
ec-0
9
1-M
ar-
10
1-J
un-1
0
1-S
ep
-10
1-D
ec-1
0
1-M
ar-
11
1-J
un-1
1
1-S
ep
-11
1-D
ec-1
1
1-M
ar-
12
1-J
un-1
2
1-S
ep
-12
1-D
ec-1
2
1-M
ar-
13
1-J
un-1
3
1-S
ep
-13
1-D
ec-1
3
1-M
ar-
14
1-J
un-1
4
1-S
ep
-14
1-D
ec-1
4
1-M
ar-
15
Eucalyptus pulp (USD/t) Northern bleached softwood pulp (USD/t)Uncoated (USD/t) Copy paper (EUR/t)Testliner (EUR/t)
Pulp and paper price trends
April 29, 2015 © Valmet33
Source: Bloomberg
0
10
20
30
40
50
60
70
80
90
100
0
20
40
60
80
100
120
140
160
180
1-Jan-10 1-Jul-10 1-Jan-11 1-Jul-11 1-Jan-12 1-Jul-12 1-Jan-13 1-Jul-13 1-Jan-14 1-Jul-14 1-Jan-15
CIF ARA steam coal (USD/t) (LHS) Brent crude oil (USD/barrel) (LHS) Natural gas spot price NBP (GBP/therm) (RHS)
0
20
40
60
80
100
120
0
20
40
60
80
100
1-Jan-10 1-Jul-10 1-Jan-11 1-Jul-11 1-Jan-12 1-Jul-12 1-Jan-13 1-Jul-13 1-Jan-14 1-Jul-14 1-Jan-15
European Energy Exchange, Phelix (EUR/MWh) (LHS) Nordpool Power (EUR/MWh) (LHS)
UK Baseload (GBP/MWh) (RHS)
Crude oil, steam coal, natural gas and electricity
April 29, 2015 © Valmet34
Source: Bloomberg
Europe
0
1
2
3
4
5
6
7
0
20
40
60
80
100
120
140
1-Jan-10 1-Jul-10 1-Jan-11 1-Jul-11 1-Jan-12 1-Jul-12 1-Jan-13 1-Jul-13 1-Jan-14 1-Jul-14 1-Jan-15
FOB steam coal Richards Bay (USD/t) (LHS) WTI crude oil (USD/barrel) (LHS) Henry Hub gas (USD/MMBtu) (RHS)
70
75
80
85
90
0
50
100
150
200
1-Jan-10 1-Jul-10 1-Jan-11 1-Jul-11 1-Jan-12 1-Jul-12 1-Jan-13 1-Jul-13 1-Jan-14 1-Jul-14 1-Jan-15
Electricity spot price, PJM (USD/MWh) (LHS) Electricity spot price, NEPOOL (USD/MWh) (LHS)US utility capacity utilization rate (RHS)
Crude oil, steam coal, natural gas and electricity
April 29, 2015 © Valmet35
Source: Bloomberg
United States
0
1
2
3
4
5
6
7
8
9
2-N
ov-1
2
2-D
ec-1
2
2-J
an-1
3
2-F
eb
-13
2-M
ar-
13
2-A
pr-
13
2-M
ay-1
3
2-J
un-1
3
2-J
ul-1
3
2-A
ug-1
3
2-S
ep-1
3
2-O
ct-
13
2-N
ov-1
3
2-D
ec-1
3
2-J
an-1
4
2-F
eb
-14
2-M
ar-
14
2-A
pr-
14
2-M
ay-1
4
2-J
un-1
4
2-J
ul-1
4
2-A
ug-1
4
2-S
ep-1
4
2-O
ct-
14
2-N
ov-1
4
2-D
ec-1
4
2-J
an-1
5
2-F
eb
-15
2-M
ar-
15
European Energy Exchange (EEX) spot price (EUR/t)
European Carbon Emission Allowance
April 29, 2015 © Valmet36
Source: Bloomberg
Important notice
April 29, 2015 © Valmet37
IMPORTANT: The following applies to this document, the oral presentation of the information in this document by Valmet (the “Company”) or any person on behalf of the Company,
and any question-and-answer session that follows the oral presentation (collectively, the “Information”). In accessing the Information, you agree to be bound by the following terms
and conditions.
The Information is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any locality, state, country or other
jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Information is not for
publication, release or distribution in the United States, the United Kingdom, Australia, Canada or Japan.
The Information does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase any securities, and nothing
contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding any securities.
Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of the Company before taking any investment
decision with respect to securities of the Company.
No securities of the Company are being offered or sold, directly or indirectly, in or into the United States and no shares in the Company have been, or will be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or
indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States.
The Information is directed solely at: (i) persons outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section
21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be
communicated or caused to be communicated (all such persons in (i)-(iv) above being “Relevant Persons”). Any investment activity to which the Information relates will only be
available to and will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Information. By accessing the Information, you
represent that you are a Relevant Person.
The Information contains forward-looking statements. All statements other than statements of historical fact included in the Information are forward-looking statements. Forward-
looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and
business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,”
“anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-
looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the Company’s actual results,
performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate in the
future.
No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the
Information or the opinions contained therein. The Information has not been independently verified and will not be updated. The Information, including but not limited to forward-
looking statements, applies only as of the date of this document and is not intended to give any assurances as to future results. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to the Information, including any financial data or forward-looking statements, and will not publicly release any revisions it may
make to the Information that may result from any change in the Company’s expectations, any change in events, conditions or circumstances on which these forward-looking
statements are based, or other events or circumstances arising after the date of this document. Market data used in the Information not attributed to a specific source are estimates
of the Company and have not been independently verified.