2016 General Annual Meeting Presentation
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Transcript of 2016 General Annual Meeting Presentation
2016 Annual General Meeting
President & CEO
Javier González Ochoa
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 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 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 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 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 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 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 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 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 nº 11
2015 Results Coemac Relevant works where our solutions have been chosen
Cádiz bridge Adequa Sanecor® system
Page nº 12
2015 Results Coemac Relevant works where our solutions have been chosen
BBVA Headquarters in Madrid Soundproof system Adequa AR®
Page nº 13
2015 Results Coemac Relevant works where our solutions have been chosen
Pompidou Museum in Málaga Pladur® Solutions
Page nº 14
2015 Results Coemac Relevant works where our solutions have been chosen
Iberdrola Tower in Bilbao Algíss® Solutions
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
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 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 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 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 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 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 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 nº 23
Corporate reorganisation
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 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 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
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 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 nº 29
Speaking time
Page nº 30
Voting on resolutions
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 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
Thank you for your attention
2016 Annual General Meeting
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.