2016 General Annual Meeting Presentation

34
2016 Annual General Meeting President & CEO Javier González Ochoa

Transcript of 2016 General Annual Meeting Presentation

Page 1: 2016 General Annual Meeting Presentation

2016 Annual General Meeting

President & CEO

Javier González Ochoa

Page 2: 2016 General Annual Meeting Presentation

Page nº 2

Economic climate Spain leads Eurozone recovery

Negative interest rates EBC expansionary monetary policy Weakness of the Euro Oil price

High unemployment rate

Public and private indebtedness

Highest growth in Eurozone (GDP 2015: 3,2%)

Growth slowdown

forecasted for GDP 2016 (Bank of Spain): +2,7%

Page 3: 2016 General Annual Meeting Presentation

Page nº 3

Economic climate Building activity grew strongly, unlike civil works

-27.3%

11.5%

Renovation New non residential

Hydraulic civil works

42.5%

29.6%

-21.6%

Civil works New Residential

Source: Ministry of Public Works, SEOPAN

Annual variation 2015 vs 2014 of the construction segments in Spain

Page 4: 2016 General Annual Meeting Presentation

Page nº 4

Economic climate New Residential has been the main growth segment

44,162

2011

78,286

2014 2015

49,695

34,873

2012 2013

34,288

Building permits for new residential in Spain

+42.5%

+1.7% -22.4%

-43.6%

-14.6%

Source: Ministry of Public Works

Page 5: 2016 General Annual Meeting Presentation

Page nº 5

2015 Results Coemac 2015 has supposed a turning point for Coemac

Change of company name and brand Reduction of nearly all financial debt following the divestment of the tiles business and loss of control of insulation business Consolidation of market growth and return to profitability in business

-363,5 million euros

+127% EBITDA growth

Page 6: 2016 General Annual Meeting Presentation

Page nº 6

2015 Results Coemac Improved result and balance sheet restructure

2015 2014 Variation

Sales 129.7 120.8 +7.4%

EBITDA 8.4 3.7 +126.8%

% over sales 6.5% 3.1% +3.4 pp

Net Result -76.0 -118.4 +35.8%

Continued activities (1) -68.9 -57.8 -19.1%

Discontinued activities (2) -4.5 -74.8 +94.0%

Minority -2.6 14.2 -118.5%

Debt financial debt 1.5 365.0 -363.5

(1) 2015 figure includes atypical effects of provisions and restructuring of -53.9 million euros (2) Insulation and Tiles businesses

In million euros

Page 7: 2016 General Annual Meeting Presentation

Page nº 7

2015 Results Coemac Sales by business line

2015

129.7

Corporate & Adjustm.

+0.2

Piping systems

+4.1

Gypsum

+4.6

2014

120.8

+6.3% +8.2% -9.0%

+7.4%

77.7 54.6 -2.6 Total 2015

In million euros

Page 8: 2016 General Annual Meeting Presentation

Page nº 8

2015 Results Coemac Sales by region

2015

129.7

Other regions

-0.7

Europe

+4.4

Spain

+5.2

2014

120.8

+5.6% +23.5% -6.9%

+7.4%

97.6 23.1 9.0 Total 2015

In million euros

Page 9: 2016 General Annual Meeting Presentation

Page nº 9

2015 Results Coemac Profitability improvement

8.4

2014

3.7

2015

3.1% 6.5%

Evolution of Ebitda and Ebitda Margin (%)

+127% + 3.4 pp

Growth in both business lines

Improved industrial and commercial efficiency

In million euros

Page 10: 2016 General Annual Meeting Presentation

Page nº 10

2015 Results Coemac Financial management

2015

1.5

2014

365.0

Evolution of net financial debt

Insulation business disinvestment

Control of working capital

Operating cash flow improvement

-363.5 MM€

In million euros

Page 11: 2016 General Annual Meeting Presentation

Page nº 11

2015 Results Coemac Relevant works where our solutions have been chosen

Cádiz bridge Adequa Sanecor® system

Page 12: 2016 General Annual Meeting Presentation

Page nº 12

2015 Results Coemac Relevant works where our solutions have been chosen

BBVA Headquarters in Madrid Soundproof system Adequa AR®

Page 13: 2016 General Annual Meeting Presentation

Page nº 13

2015 Results Coemac Relevant works where our solutions have been chosen

Pompidou Museum in Málaga Pladur® Solutions

Page 14: 2016 General Annual Meeting Presentation

Page nº 14

2015 Results Coemac Relevant works where our solutions have been chosen

Iberdrola Tower in Bilbao Algíss® Solutions

Page 15: 2016 General Annual Meeting Presentation

Page nº 15

2015 Results Coemac In 2015 we continued with the execution of the business strategy

Efficiency in operations

Differentiated solutions

International diversification

+ + 43

20

• New ceilings Pladur® FON+

• Special gypsums for renovation Algíss Cristal®

• Multiconnection for Soundproof system Adequa AR®

• New Adequa® channels for floor drainage

• Operation management by markets

• Improved service level

• Growth in online sales channel

• Increased productivity

x2

Countries with commercial presence

Page 16: 2016 General Annual Meeting Presentation

2015 Results Coemac Share performance

60

80

100

120

140

160

180

200

220

COEMAC IBEX-35

IBEX-35 -7.2%

Coemac -10.5%

2015 2016

Page nº 16

Page 17: 2016 General Annual Meeting Presentation

Page nº 17

2015 Results Coemac Significant increase in volume traded in 2015 and 2016

618

300

107100

35

2015 2014 2013 2012 1T 2016

2012-2015 Evolution of the average daily trading

Source: Madrid Stock Market

x2

x3

In million euros

Page 18: 2016 General Annual Meeting Presentation

Page nº 18

Outlook 2016 will be determined by the following aspects

• Uncertainty in the domestic market

• Advances in export

• Increased profitability

• Significant improvement in Net Result

Page 19: 2016 General Annual Meeting Presentation

Page nº 19

Outlook Macroeconomic indicators

2014 2015 2016F 2017F

1.4% 3.2% 2.8% 2.1%

0.2% 1.1% 1.3% 1.4%

0.9% 1.5% 1.6% 1.7%

Source: Caixabank Research (April 2016)

-0.1% 5.3% 3.7% 3.8%

Annual variation of G.D.P. and contribution of construction in Spain

Page 20: 2016 General Annual Meeting Presentation

Page nº 20

Advance 2016 First quarter results

1Q 2016 1Q 2015 Variation

Sales 33,8 32,9 +3,0%

EBITDA 2,6 1,9 +36,2%

% over sales 7,7% 5,8% +1,9 pp

Net Result -1,7 -18,9 +91,3%

Continued activities -1,1 -5,0 +78,8%

Discontinued activities (1) - -13,3 n/a

Minority -0,6 -0,7 +14,0%

Debt financial debt 1,0 363,5 -362,5

(1) Insulation and Tiles businesses

In million euros

Page 21: 2016 General Annual Meeting Presentation

Page nº 21

Outlook Profitable growth

2018

~20

~180

… 2016

~13

~145

2015

8.4

129.7

2014

3.7

120.8

2013

1.4

122.3

2012

-2.3

139.7

EBITDA Sales

Real Strategic goals 2016-18

In million euros

Page 22: 2016 General Annual Meeting Presentation

Page nº 22

Future challenges

• Period of growth and investment

• Meeting the Strategic Plan goals

• Recover the value

“This is the moment to begin to return to our people and to our shareholders part of the value that has been lost along the way

over the last few years”

Page 23: 2016 General Annual Meeting Presentation

Page nº 23

Corporate reorganisation

Page 24: 2016 General Annual Meeting Presentation

Current corporate structure

Page nº 24

Corporación Empresarial de Materiales de

Construcción, S.A.

URSA Insulation Holding BV

ATC 2015, S.A. Fibrocementos NT,

S.A.

Gypsum business Piping systems

business

10% 100% 100% 100%

59% 100%

Coemac Iberia, S.L.

Page 25: 2016 General Annual Meeting Presentation

Page nº 25

Background

• Restructure undertook and the negative results of the loss of control of insulation business generated a situation of assets imbalance in the individual balance of Corporación Empresarial de Materiales de Construcción, S.A. (Coemac, S.A.)

• Equity shown in the individual balance Coemac, S.A. at December 31, 2015 was negative amounting to 93,324 thousand euros

• This fact was reported by the group in the 2H 2015 report (February 29, 2016)

• In this situation, the individual company would be in grounds for dissolution (Audit Report 2015 , Deloitte, March 31, 2016)

Page 26: 2016 General Annual Meeting Presentation

Page nº 26

Corporate restructuring measures proposed by the Board of Directors

1. Capital reduction in Coemac, S.A.

2. Segregation of Coemac, S.A. activity in favor of its wholly-owned subsidiary Coemac Building Materials , S.L.

3. Merger by acquisition of Fibrocementos NT, S.A. and Coemac Iberia, S.L. by Coemac , S.A.

4. Corporate reorganization , that is, the contribution of the shares of Yesos Ibéricos, S.A. , ATC 2015, S.A. and Adequa WS , S.L. to Coemac Building Materials , S.L.

‒ Capital reduction by losses in Corporación Empresaria del Materiales de Construcción, S.A.

‒ Amount of the reduction140.224.862,97 euros

‒ Share capital of 142,199,861.04 euros goes to 1,974,998.07 euros

‒ Reduction of the nominal value of shares from 72 cents to 1 euro cent

Page 27: 2016 General Annual Meeting Presentation

Corporate structure after the proposed reorganisation

Page nº 27

Corporación Empresarial de Materiales de

Construcción, S.A.

URSA Insulation Holding BV

Adequa Water Solutions, S.A.

Gypsum business Piping systems

business

10%

100%

100%

59% 100%

ATC 2015, S.A.

COEMAC Building Materials, S.L.

100%

Page 28: 2016 General Annual Meeting Presentation

Page nº 28

What effects will have these measures have?

The capital reduction and reorganization measures will have no effect on the consolidated equity of the Group

The consolidated book value of the shares of the Company will not be modified

There will be no dilution to shareholders, the participation rate in the Social Capital of Coemac is not reduced

The asset balance is restored in the legal term

More efficient corporate structure

Page 29: 2016 General Annual Meeting Presentation

Page nº 29

Speaking time

Page 30: 2016 General Annual Meeting Presentation

Page nº 30

Voting on resolutions

Page 31: 2016 General Annual Meeting Presentation

Page nº 31

Proposed resolutions (1 of 2)

1. Review and approval of the individual financial statements 2015

2. Review and approval of the proposed allocation of 2015 result

3. Review and approval of the consolidated group financial statements 2015

4. Approval of Directors management of the company

5. Re-election of the Auditor for 2016

6. Annual Compensation Report of the Board of Directors

7. Board remuneration for the financial year 2016

Page 32: 2016 General Annual Meeting Presentation

Page nº 32

Proposed resolutions (2 of 2)

8. Reduction of capital for losses

9. Ratification of Director appointed by cooptation

10. Modifications of the Regulations of the Board

11. Corporate reorganization of the Coemac Group

12. Segregation Coemac, S.A. in favor of its subsidiary Coemac Building Materials, S.L.

13. Merger by acquisition of Fibrocementos of NT, S.A. and Coemac Iberia, S.L. by Corporación Empresarial de Materiales de Construcción, S.A.

14. Authorization for the acquisition of own shares

15. Delegation of powers to formalize the resolutions adopted by the General Meeting

Page 33: 2016 General Annual Meeting Presentation

Thank you for your attention

2016 Annual General Meeting

Page 34: 2016 General Annual Meeting Presentation

Page nº 34

Disclaimer

This document contains information prepared internally and coming from different sources as well as future

forecasts relative to the financial situation, results from operations, business and strategies of Coemac.

Those statements are based on a number of assumptions which ultimately might not be accurate, and are

subject to risk factors of a financial, commercial, market, regulatory or generally economic nature, on which only

estimates may be made.

Consequently, the analysts and investors should suitably assess the information provided. Coemac has no

obligation in respect of updating the information contained herein and its publication, whether resulting from

the appearance of new information, new events or for any other reason.