Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole...

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Private & confidential Præsentatin til Danish Farmers Abroad VIRKSOMHEDSOBLIGATIONER SOM FINANSIERINGSKILDE Hvorfor og hvornår kan det være relevant for en DFA landbrugsvirksomhed? 12. juni 2018

Transcript of Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole...

Page 1: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

Private & confidential

Præsentatin til Danish Farmers Abroad

VIRKSOMHEDSOBLIGATIONER SOM FINANSIERINGSKILDE Hvorfor og hvornår kan det være relevant for en DFA landbrugsvirksomhed? 12. juni 2018

Page 2: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Agenda

1. Introduction to Pareto Securities

2. Evolution of the Nordic bond market

3. When and why is the bond market relevant?

4. The investors

5. Process and costs

Page 3: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Supported by expertise in shipping, offshore, real estate and more

The Group

Ship and Offshore Broking

P.F. Bassøe Wet Cargo Shipping

Chartering, Research

Pareto Offshore Offshore Drilling Rigs

Chartering, SNP

Pareto Shipbrokers Offshore and Tankers

Chartering, SNP

Pareto Dry Cargo Dry Bulk Shipping

Chartering

Pareto Securities

Sales and Trading Equities

Fixed Income Bank Syndication

Corporate Finance M&A

Equity, Bond & Debt Restructuring

Research Equity & Credit Research

Project Finance Asset Syndication

Shipping & Offshore Real Estate

Asset Management Shipping & Offshore

Real Estate Funds Investor Services

Asset and Wealth Management

Pareto Alternative Investments

Shipping & Offshore Real Estate

Pareto Wealth Management

Pareto Business Management

Shipping & Offshore Real estate

Pareto Bank* Conventional Banking

Services Shipping/offshore,

Real Estate, Securities

Banking and Insurance

Pareto Insurance Broking

Injury, Life and Pension Insurance

Pareto Securities represents the investment banking part of the Pareto Group and is also the largest part of the Group with ~410 employees

The Pareto Group was established in 1986 as a partnership 100% owned by the employees

The Group has ~600 professionals providing investment banking, brokering, traditional banking and advisory services

Focus on shipping, offshore and real estate

Note(*): 15% owned by Pareto AS

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Equity sales & trading

Equity issuance, listed and non-listed

Block sales, buybacks and strategic acquisitions

Equity Capital Markets

~70 professionals in the Nordics, UK, US and

Singapore

Debt sales & trading

Bond, convertible and hybrid capital issuance

High yield and investment grade

FX trading & advisory

Debt Capital Markets

~60 professionals in the Nordics, UK, US, Germany, Switzerland and Singapore

Sale & purchase of offshore rigs

Newbuilds and second-hand

Rig charter

Asset & Contract Brokerage

~5 professionals in Norway

Mergers, acquisitions and divestments

Initial Public Offerings

Equity and debt capital raising

Debt and restructuring advisory

Financial and strategy advisory

Corporate Finance & Advisory Services

~80 professionals across 11 countries world wide

Equity and credit research

Investment strategy

Macro and industry research

Corporate access

Research

~40 professionals in Norway, Sweden and UK

Project finance and asset syndication

Shipping/offshore

Real Estate

Sales & secondhand trading in projects

Business mgmt.

Maritime services

Project Finance

~80 professionals in the Nordics

Complete investment bank service offering

Pareto Securities is an independent full service investment bank with ~410 employees located in 15 offices across 11 countries

In addition, ~75 employees provide global support and back-office services

Page 5: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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International presence creating a global variety of transactions

Perth

Nordics: Oslo, Stockholm, Copenhagen, Helsinki, New York

Singapore

Stavanger, Malmö

London

Pareto office

Paris

Americas deals EMEA deals Asia & Oceania deals

Houston

Zürich, Hamburg, Frankfurt

May 2017

Sole Lead Manager

5 year senior secured bond

USD 410m

April 2017

Sole Financial Advisor

Advisor to City of Oslo in the acquisition of

Hafslund, and subsequent sale of assets

NOK 47,750m

June 2017

Left Lead Manager

4 year senior secured bond

USD 300m

June 2017

Joint Bookrunner

IPO of SpareBank 1 Østlandet

on Oslo Børs

NOK 2,400m

Sole Lead Manager

June 2017

5 year senior secured bond

USD 100m

August 2017

Sole Lead Manager

5 years senior secured bond

EUR 350m

December 2017

Sole Financial Advisor

Advisor to Songa in Transocean’s acquisition

of the company

NOK 26,000m

December 2017

Joint Lead Manager

AUD 400m

22 year senior secured USPP bond

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Pareto has raised more than DKK 50bn through 76 transactions in 2017

March 2017

Co-Manager

5 year senior unsecured bond

USD 250m

April 2017

Sole Lead Manager

4 year senior secured bond

EUR 210m

April 2017

Sole Lead Manager

10 year senior secured bond

EUR 58m

Maritime company

May 2017

Sole Lead Manager

10 year senior secured bond

NOK 305m

Ski Eiendomsinvest AS

May 2017

Sole Lead Manager

2 year senior unsecured PIK

USD 81m

May 2017

Sole Lead Manager

5 year senior secured tap

EUR 51m

Jacktel AS

March 2017

Joint Lead Manager

4 year senior secured bond

SEK 300m

May 2017

Sole Lead Manager

4 year senior secured bond

EUR 135m

March 2017

Joint Lead Manager

5 year senior unsecured bond

NOK 800

March 2017

Joint Lead Manager

4 year senior secured bond

NOK 500m SEK 207m

May 2017

Sole Lead Manager

5 year senior secured bond

USD 410m

June 2017

Joint Lead Manager

6 year senior unsecured bond

NOK 500m

June 2017

Sole Lead Manager

5 year senior secured bond

USD 100m

June 2017

Joint Lead Manager

4 year senior secured bond

SEK 500m

June 2017

Sole Lead Manager

5 year senior secured bond

SEK 220m

BMST Intressenter AB

June 2017

Sole Lead Manager

4 year senior unsecured bond

EUR 15m

June 2017

Left Lead Manager

4 year senior secured bond

USD 300m

May 2017

Sole Lead Manager

7 year senior secured bond

NOK 105m

Klæbuveien 196A AS

June 2017

Sole Lead Manager

10 year senior secured bond

SEK 840m

Kalmar Eldaren AB

May 2017

Sole Lead Manager

3 year senior secured bond

SEK 600m

June 2017

Sole Lead Manager

3 year senior unsecured bond

SEK 500m

June 2017

Sole Lead Manager

2 year senior unsecured bond

USD 10m

Bassdrill Alpha Ltd

February 2017

Joint Lead Manager

5 year senior unsecured bond

USD 220m

February 2017

Sole Lead Manager

4 year senior secured tap

USD 40m

February 2017

Joint Lead Manager

4 year senior unsecured bond

USD 100m

March 2017

Joint Manager

Perpetual Restricted Tier 1 NC5 bond issue

NOK 350m

February 2017

Joint Lead Manager

4 year senior unsecured bond

USD 250m

March 2017

Sole Lead Manager

4 year senior secured bond

SEK 500m

March 2017

Sole Lead Manager

5 year senior unsecured bond

USD 175m

January 2017

Joint Lead Manager

3 year senior secured tap

SEK 170m

March 2017

Joint Lead Manager

4 year senior secured bond

EUR 115m

January 2017

Sole Manager

5 year Secured Amortising Notes

USD 500m

Oilflow SPV1 DAC

February 2017

Joint Lead Manager

4 year senior secured bond

NOK 850m

March 2017

Joint Manager

30 year Subordinated Tier 2 NC5 bond issue

NOK 400m

October 2017

Sole Lead Manager

5 year senior unsecured bond

NOK 850m

November 2017

Joint Lead Manager

3 year senior secured bond

USD 120m

November 2017

Sole Lead Manager

4 years senior unsecured bond

SEK 325m

November 2017

Sole Lead Manager

9 years senior secured bond

NOK 715m

Forskningveien Holding AS

October 2017

Sole Lead Manager

5 year senior secured 5.25 year 2nd Lien

NOK 1,000m NOK 350m

November 2017

Sole Lead Manager

4 years senior secured bond

EUR 60m

November 2017

Joint Lead Manager

9 years senior secured bond

SEK 750m

October 2017

Sole Lead Manager

5 years senior secured bond

DKK 275m

November 2017

Co-Manager

6 years senior unsecured bond

USD 100m

October 2017

Sole Lead Manager

3 years senior secured bond

SEK 150m

November 2017

Joint Lead Manager

5 years senior secured bond

USD 150m

August 2017

Sole Lead Manager

1.4 year 1st lien secured bond

DKK 95m

August 2017

Sole Lead Manager

1.5 year 2nd lien secured bond

DKK 85m

August 2017

Sole Manager

5 years senior secured bond

EUR 350m

August 2017

Joint Manager

Hybrid Tier 1 & Tier 2 bond issue

NOK 50m NOK 50m

July 2017

Joint Lead Manager

5 year senior secured bond

USD 300m

September 2017

Sole Manager

4 years senior secured bond

SEK 375m

Logistri Fastighets AB

October 2017

Joint Lead Manager

4 years senior secured bond

EUR 310m

June 2017

Co-Manager

5 year Term Loan B

USD 500m

October 2017

Joint Lead Manager

4 years senior secured bond

NOK 1,400m

June 2017

Joint Lead Manager

Perpetual callable note

USD 300m

TCS Holding PLC

July 2017

Sole Lead Manager

1.5 year senior secured bond

DKK 106m

November 2017

Sole Lead Manager

4 years senior secured bond

EUR 85m

November 2017

Sole Lead Manager

3 years senior secured bond

EUR 50m

November 2017

Sole Arranger

17 years senior secured USPP bond

USD 86m

November 2017

Sole Arranger

15 years senior secured bond

USD 320m

Jones act company

June 2017

Sole Bookrunner

Tap issue 4 year senior secured bond

SEK 30m

June 2017

Sole Lead Manager

4 year senior unsecured bond

SEK 148m

June 2017

Joint Lead Manager

2 years senior unsecured bond

NOK 400m

June 2017

Sole Lead Manager

6 years senior secured bond

NOK 65m

Palmyra Eiendom

December 2017

Joint Lead Manager

22 years senior secured bond

AUD 400m

September 2017

Joint manager

3 years senior unsecured bond

NOK 500m

September 2017

Joint Manager

5 years senior unsecured bond

NOK 500m

December 2017

Joint Bookrunner

3 year senior unsecured bond

SEK 400m

December 2017

Sole Arranger

3 year Term Loan

USD 85m

December 2017

Sole Bookrunner

3 years senior secured bond

SEK 140m

December 2017

Sole Lead Manager

2 year senior secured 2 year 2nd lien

EUR 31m ERU 11m

December 2017

Joint Lead Manager

5 year senior secured bond

USD 300m

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Pareto issuances 2018 YTD

January 2018

Sole Lead Manager

5 year senior secured bond

EUR 150m

January 2018

Joint Lead Manager

Tap issue

EUR 65m

February 2018

Sole Lead Manager

5 year senior secured bond

EUR 62.5m

January 2018

Sole Lead Manager

5.25 year senior secured PIK

EUR 28m

February 2018

Joint Lead Manager

Tap issue

USD 50m

February 2018

Sole Lead Manager

3 year senior secured bond

EUR 40m

February 2018

Joint Lead Manager

5 year senior secured bond

SEK 600m

February 2018

Joint Lead Manager

5.25 year junior secured bond

SEK 150m

February 2018

Sole Lead Manager

3.9 year senior secured bond

NOK 250m

March 2018

Sole Lead Manager

3 year senior unsecured bond

EUR 125m

March 2018

Sole Lead Manager

4 year senior secured bond

EUR 23m

March 2018

Joint Lead Manager

6.5 year senior unsecured bond

USD 250m

March 2018

Sole Lead Manager

Tap issue

SEK 200m

March 2018

Sole Lead Manager

3 year senior secured bond

EUR 30m

March 2018

Joint Lead Manager

5 year senior unsecured bond

NOK 400m

March 2018

Joint Lead Manager

3 year senior secured bond

EUR 27.5m

March 2018

Joint Lead Manager

4 year senior secured bond

EUR 70m

May 2018

Joint Lead Manager

5 year senior unsecured bond

NOK 450m

May 2018

Joint Lead Manager

5 year senior secured bond

USD 350m

March 2018

Joint Lead Manager

Subordinated Tier 2 bond issue

NOK 40m

March 2018

Joint Lead Manager

Hybrid Tier 1 bond issue

NOK 25m

March 2018

Joint Lead Manager

Subordinated Tier 2 bond issue

NOK 370m

March 2018

Joint Lead Manager

Hybrid Tier 1 bond issue

NOK 250m

March 2018

Joint Lead Manager

Buy-back of Tier 1 bond SVEG58 and

Tier 2 bond SVEG74

NOK 240m + 367m

May 2018

Sole Lead Manager

5 year senior unsecured bond

USD 400m

May 2018

Joint Lead Manager

4 year senior unsecured bond

EUR 100m

Updated as per 22-05-18 (from

DCM Master Pitch)

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Pareto Securities in Denmark A growing branch

Investor sales

Sales force covering primarily Danish investors

The main clientele of our

sales force consists of: Institutional investors Family offices Funds Private equity

Started in 2015, real asset syndication by our project finance team is the most recent addition to our product offering

Acquires real estate and finance it with debt and equity Approx. DKK 1.6bn under

management in Denmark Approx. DKK 35bn under

management of the Pareto group

Subsequently, Pareto

Business Management manages the property

Real asset syndication Business focus History

We specialise as an arranger of corporate bonds and private placements with Danish issuers

In 2017, we helped Goodvalley (previous Axzon) and Idavang raise more than EURm 200 in the bond market

However, we also conduct:

Debt advisory M&A activities

The Copenhagen branch was established in 2012

Since then, the office have

been expanding

Today, the branch occupies 16 professionals within Corporate finance Project finance Business management Sales

Copenhagen branch

Anno 2012

Page 9: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Agenda

1. Introduction to Pareto Securities

2. Evolution of the Nordic bond market

3. When and why is the bond market relevant?

4. The investors

5. Process and costs

Page 10: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Background of the Nordic Corporate Bond market

Until 4-5 years ago, bonds markets were exclusively for the largest Danish corporations

Typically the Eurobond market

International investors, comprehensive documentation, large amounts, low margins

Nordic Corporate Bond market evolved in Norway in 2003/2004

Lacked funding to finance large assets within oil- & offshore and shipping

But also within the seafood industry

Gradually expanded into other industries – in particular when the Swedish market kicked off around 2010

Selected investment-grade bond issues

Issue amount: EUR 1,000m Coupon: 1.75% (fixed) Issue Date: March 18, 2016 Maturity Date: March 18, 2021

Issue amount: EUR 1,000m Coupon: 2.5% (fixed) Issue Date: May 28, 2014 Maturity Date: May 28, 2024

Issue amount: SEK 800m Coupon: 2.625% (fixed) Issue Date: May 28, 2014 Maturity Date: May 28, 2019

Issue amount: EUR 800m Coupon: 1.75% (fixed) Issue Date: February 27, 2015 Maturity Date: February 27, 2027

Untill 4-5 years ago bonds markets were exclusively for the largest Danish corporates

International investors, Euro bond documentation, large amounts, low margins

Den norske historie og den nordiske – nordiske volumer– slide fra NT præsentation

Udvikling HY DK – slides NT præsentation

Features of the Nordic Corporate bond market

Typically margin of 4% or more – hence also called Nordic High Yield

If rated, issuers would be below BBB- ; Non-investment grade

No rating required

Much smaller amounts and limited documentation

De facto common documentation in all the Nordic countries

Limited information requirements

Investors communicates through a nominated trustee

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The Nordic High-Yield bond market Transaction volume 2013 to 2017

Note: Issues that Pareto is aware of

71.610

75.306

33.699 33.609

71.160

0

10.000

20.000

30.000

40.000

50.000

60.000

70.000

80.000

2013 2014 2015 2016 2017

DKKm Norge Sverige Finland Danmark Total

Page 12: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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The Danish High-Yield bond market Transaction volume 2013 to 2017

Note: Issues that Pareto is aware of

3.200

4.669

2.122

1.300

10.609

5

12

8

2

14

0

2.000

4.000

6.000

8.000

10.000

12.000

2013 2014 2015 2016 2017

DKKm

Transaction volume Private Equity issues Total # of issues

Page 13: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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0%

3%

8%

15%

4%

0%

0%

26%

43%

0%

1%

4%

12%

10%

11%

12%

19%

31%

0% 10% 20% 30% 40% 50%

Health Care

Real estate

Materials

Consumer staples

Utilities

Shipping

IT/telecommunication

ConsumerDiscretionaries

Industrial

% of total transaction volume 2013-2017 2017

Transaction volume on sectors

Note: Issues that Pareto is aware of

The Danish High-Yield bond market

Page 14: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Issues in 2017 and 2018YTD

DKK 275m EUR 210m EUR 115m EUR 340m

EUR 70m EUR 60m DKK 106m

DKK 85m EUR 135m DKK 95m DKK 750m

EUR 100m

EUR 130m

The Danish High-Yield bond market

Note: Issues that Pareto is aware of

EUR 85m EUR 37m EUR 47m

Cipp Technology Solutions A/S

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Agenda

1. Introduction to Pareto Securities

2. Evolution of the Nordic bond market

3. When and why is the bond market relevant?

4. The investors

5. Process and costs

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Why are companies using the corporate bond market

The merits of the bond market

Take advantage of the different risk appetites between banks and the

bond market

Finance acquisitions Simplify capital structure

Enjoy fewer- and incurrence based covenants

Buy out shareholdings Avoid dilution of equity

stakes

Finance organic growth Longer tenors

Pay extraordinary dividend or refinance shareholder

loans Emerging market funding Enable higher leverage

Diversification of funding sources

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Factors shaping the increasing number of bond issues What influences the number of bond issues

Fond inflow – fixed income

Bank regulations Private Equity

funds Low interest

rates More investors Flexibility

A number of companies appreciate the market flexibility and focus less on price

Possible to tailor the financing to the needs of the company

Nordic investors seem to be indifferent with regard to currency and jurisdictions

More international investors are considering the Nordic market due to diversification opportunities and interesting returns

More non-Nordic companies tapping the market lead to an increased interest

The High-Yield market provides an interesting return

Higher gearing possible in relation to bank financing

Flexibility is appreciated

Due to regulations banks are becoming more restricted in their lending activities

Generally, more funds in fixed income products

Page 18: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Agenda

1. Introduction to Pareto Securities

2. Evolution of the Nordic bond market

3. When and why is the bond market relevant

4. The investors

5. Process and costs

Page 19: Præsentatin til Danish Farmers Abroad€¦ · Zürich, Hamburg, Frankfurt May 2017 April 2017 Sole Lead ManagerSole Financial Advisor 5 year senior secured bond USD 410m Advisor

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Why is the agricultural sector of relevance to investors?

Source: OECD-FAO

Institutional investors and private equity funds have become more interested in the industry

That is why the sector also is of interest to Pareto!

497

20

16

487

20

15

482

20

14

472

20

13

464

20

12

453

20

11

446

20

10

437

20

09

428

20

08

521

20

20

517

20

19

510 2

01

8

503

20

17

547

20

26

20

25

543

20

24

538

20

23

532

20

22

527

20

21

420

20

07

410

Global protein consumption (million tonnes)

Global megatrend in increasing protein demand

Potential for consolidation and improved margins within the industry Investors like the business model

The exposure to agriculture provides diversification to investors

Integrating the supply chain can

reduce costs

Consolidating horisontaly will

reduce competition

Enabling economies of scale and scope will reduce costs

Difficult to get exposure to the sector in the bond market

Seafood has traditionally been used as a proxy

Infrastructure

10%

15% Retail

Real Estate

20% Commodity

? Pharma

15%

VC

PE

10%

10%

13%

Agro.

10%

Seafood

Low land and labour prices

Undersupplied markets

Growing demand due to expected higher income

Proximity to raw materials such as feed

World class Danish expertise and management skills transferred to low/lower cost jurisdictions

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Who are the investors Pareto targets professional investors

Source: SIFMA

Previously

Today

This makes the fund raising environment more favourable

Who are the investors?

Predominately institutional investors

Danish local documentation

Predominately Danish investors

Predominately DKK-denominated issues

All types of investors

Nordic investors are indifferent to currency Accept pan-Nordic documentation

European investors are looking to diversify Pick-up from Eurobond market

Non-traditional investors from North-America and Asia are present

Institutional investors; e.g. pension funds and insurance companies

Family offices

High-net-worth individuals

Asset managers

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Key investor considerations What matters to investors

Production metrics compared to peers E.g. pig production: weaned pigs per sow; feed conversion rate; daily live gain

Proven track record – performance even in difficult years Focus on cash flow conversion

The degree of political stability is carefully considered Existence or potential implementation of currency control is also considered

Horisontally: Multiple production sites, preferably in different countries Vertically: Integration of value enhancing activities throughout the supply chain

Elaborate description of biosecurity measures Animal welfare, environment and climate, labour safety, food safety and quality etc

Geopolitical risk

Diversification in operations

Operational efficiency

Solid growth

Investors have traditionally shown high demand for these investment characteristics

Biosecurity and sustainability

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Case study: Axzon A/S (now Goodvalley A/S) EUR 135,000,000 Senior Secured Bonds - 2017/2021

Axzon (the “Company”) is a vertically integrated food producer with operations within pig farming, processing of pig meat, production of pig feed on arable land, and electricity production from biogas

The Company has a position as the second largest pig producer in both Poland and Ukraine, top 10 pig meat processor in Poland, and the #1 Polish on-farm biogas operator, selling directly both to retailers and processors

Bond proceeds will be used to refinance and simplify the existing financing structure, in addition to a small dividend and an investment in the Russian subsidiary Dan Invest LLC

The bond has a bullet structure with no maintenance covenants, only an incurrence test of 2.75x for new debt and dividends

More than 45 investors participated the bond issue

Comments Transaction summary

Breakdown of non-Nordic investor demand by geography Investor demand by geography

Issuer: Axzon A/S

Amount: EUR 135m

Coupon: 3m EURIBOR + 4.5%, EURIBOR floor at 0%

Settlement: 29 May 2017

Tenor: 4 years

NIBD/EBITDA: 4.3x (2016A), 2.7x (2017B)

Incurrence test: Incurrence test at NIBD/EBITDA < 2.75x

Status: Senior Secured

Trustee: Nordic Trustee

Docs: Danish Law

Pareto Securities’ role: Sole Bookrunner

20 % 13 %

10 %

35 %

22 %

Norway

Sweden

Denmark

Finland

Non-Nordic 72 %

17 %

11 %

Continental Europe

UK

US

Strong participation from Nordic institutions coupled

with significant international demand,

covering more than 20% of the issue volume

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Case study: Idavang A/S EUR 85,000,000 Senior Secured Bonds - 2017/2021

Idavang (the “Company”) is a Danish pig producer with operations in Lithuania and Russia. The Company was established in 1999 and is 80% owned by the founders and 20% by International Finance Corporation (IFC – the World Bank)

Idavang is by far the largest pig producer in Lithuania and holds a number two position in the large North-West region in Russia

The company benefits from a combination of scale and industry-leading expertise, which enables the company to generate solid production metrics compared to the average industry

Bond proceeds will be used to refinance existing debt, intercompany loans, deposit a reserve to buy back IFC shares and pay out an extraordinary dividend

The bond has a bullet structure with no distributions allowed and no maintenance covenants, only an incurrence test of 3.00x for new debt

The transaction saw demand from not only Nordic institutional accounts but also Central and Eastern European investors. More than 35 investors participated in the bond issue

Comments Transaction summary

Investor demand by geography

Issuer: Idavang A/S

Amount: EUR 85m

Status: Senior Secured

Coupon: 3m EURIBOR + 6.5%, EURIBOR floor at 0%

Settlement: 11 December 2017

Tenor: 4 years

NIBD/EBITDA: 2.4x (2017’Q3 LTM), 3.3x (2017’Q3 LTM excl. IFC Account)

Incurrence test: Incurrence test at NIBD/EBITDA < 3.00x

Distributions No distributions allowed

Trustee: Nordic Trustee

Docs: Danish Law

Pareto Securities’ role: Sole Bookrunner

Breakdown of non-Nordic investor demand by geography

17%

30%

6% 14%

33%

Sweden

Non-nordic

Finland

Denmark

Norway

61%

39%

Eastern Europe

Other Europe

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Agenda

1. Introduction to Pareto Securities

2. Evolution of the Nordic bond market

3. When and why is the bond market relevant

4. The investors

5. Process and costs

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Indicative bond issue timeline Process varies with complexity of transaction and available information

Preparation phase (non-public): 4 – 6 weeks Live phase (public): 1 – 2 weeks Closing phase: 2 weeks

Pre-sounding

Agree on mandate and legal counsel

2-3 days of bookbuilding Transaction

completed

3-5 days of pre-sounding

Kick-off meeting

Broad launch

Settlement

The most time-consuming part of the process is the preparation phase

‣ Generally, 2 weeks will suffice for Pareto to prepare a Management Presentation in cooperation with the issuer, and a Credit Research Report

‣ Term Sheet to be drafted in close dialogue with management and owner representatives (if applicable) to ensure terms are aligned with business needs

Upon completion of the preparation phase, the transaction will be sounded with a selected group of investors

‣ Generally 3-5 days will suffice, during which management and Pareto will meet with investors in all Nordic capitals and potentially in London

‣ Aim is to anchor terms with key investors who are likely to provide valuable feedback to ensure successful execution

Once sufficient deal certainty has been achieved, the transaction is launched broadly

‣ Roadshow itinerary depends on investor demand

‣ 2-3 days of investor meetings, group presentations and conference calls should suffice

After close of books, approximately 5 business days can be expected for settlement. However, this can potentially be flexible depending on preferences

Limited legal DD Drafting of credit analysis

Drafting of term sheet Preparation of marketing materials

Handling of processes with Pa and Trustee

Books close

Closing call

Updated (22-05-18) from DCM Master Pitch

presentation

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Pareto will prepare deal documentation & marketing materials Relatively light documentation is standard in the Nordic bond market

Investor presentation Prepared by Pareto Securities with assistance from the issuer

Information memorandum (if applicable)

In some cases, an Information Memorandum is prepared

This document will include more detailed information about the issuer, relevant contracts, etc.

Prepared by Pareto Securities with the assistance from the issuer

Term sheet

A condensed version of the bond terms

Prepared by all parties

Pareto Securities to provide initial drafts

Bond terms To be entered into between the Issuer and the Trustee

Normally based on Nordic Law

Credit analysis Credit analysis prepared by Pareto’s credit research team

No official rating required (i.e. Moody’s and S&P)

Updated (22-05-18) from DCM Master Pitch presentation – Deleted “Listing process” as it

was very much “Norwegian”-like

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Size of issue, costs and alternatives

The ideal issue size is from DKK 200m and upwards

That being said, in 2017, the smallest Pareto transaction was DKK 96m

Furthermore, 2nd lien issues, subordinated issues or tap issues may be smaller

The ideal issue size ranges from DKK 100m to DKK 200m

One or two investors acquire the entire amount issued

Bespoken loan documentation

Tenors range from 1 to 7 years

Fixed as well as floating rates are possible

Execution risk

Arrangement fee: From 1.5% to 3% of issue size

Depends on size, type of capital and complexity

Legal fee: For a senior unsecured bond listed in one jurisdiction, the cost is

normally around DKK 500,000 to DKK 700,000

Complexity in terms of security package may add to the costs

NASDAQ OMX: Fee associated with Finanstilsynet amounts to approx. DKK 50,000

Listing at NASDAQ OMX amounts to DKK 20,000

Annual fee amounting to app. 22,000 for the life of the bond

Værdipapircentralen (VP Securities): Year 1: App. DKK 17,200. Subsequent years: App. DKK 11,800

Trustee: Acts as the representative of the bondholder Costs approximated to DKK 40,000-50,000, annually

Broad based bond issue Private placements

Size

of

issu

e

Co

sts

asso

ciat

ed

wit

h is

sue

Arrangement fee: From 3% to 5% of issue size

Depends on size, type of capital and complexity

Legal fees: Normally around DKK 300,000 to DKK 500,000

Complexity in terms of security package may add to the costs

Since a private placement is not listed, there are no costs associated with NASDAQ or VP Securities

Subordinated debt

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Contact details and disclaimer

www.paretosec.com | Bloomberg: PASE (go) | Reuters: PARETO

Oslo (Norway) Pareto Securities AS Dronning Mauds gate 3 PO Box 1411 Vika N-0115 Oslo NORWAY Tel: +47 22 87 87 00

Stavanger (Norway) Pareto Securities AS Haakon VIIs gate 8 PO Box 163 N-4001 Stavanger NORWAY Tel: +47 51 83 63 00

Malmö (Sweden) Pareto Securities AB Stortorget 13 S-211 22 Malmö SWEDEN Tel: +46 40 750 20

Stockholm (Sweden) Pareto Securities AB Berzelii Park 9 PO Box 7415 S-103 91 Stockholm SWEDEN Tel: +46 8 402 50 00

Helsinki (Finland) Pareto Securities Oy Aleksanterinkatu 44 6th floor FI-00100 Helsinki FINLAND Tel: +358 9 8866 6000

Copenhagen (Denmark) Pareto Securities AS Sankt Annæ Plads 13 1250 Copenhagen K DENMARK Tel: +45 78 73 48 00

London (UK) Pareto Securities Ltd 11 Berkeley Street 3rd floor London W1J 8DS UNITED KINGDOM Tel: +44 20 7786 4370

Paris (France) Pareto Securities AS Paris Branch 11 BD Jean Mermoz 92200 Neuilly Sur Seine FRANCE Tel: +33 141921234

Disclaimer

These materials have been prepared by Pareto Securities AS and/or its affiliates (together “Pareto”) exclusively for the benefit and internal use of the client named on the cover in order to indicate, on a preliminary basis, the feasibility of one or more potential transactions. The materials may not be used for any other purpose and may not be copied or disclosed, in whole or in part, to any third party without the prior written consent of Pareto.

The materials contain information which has been sourced from third parties, without independent verification. The information reflects prevailing conditions and Pareto’s views as of the date of hereof, and may be subject to corrections and change at any time without notice. Pareto does not intend to, and the delivery of these materials shall not create any implication that Pareto assumes any obligation to, update or correct the materials.

Pareto, its directors and employees or clients may have or have had positions in securities or other financial instruments referred to herein, and may at any time make purchases/sales of such securities or other financial instruments without notice. Pareto may have or have had or assume relationship(s) with or engagement(s) for or related to the relevant companies or matters referred to herein.

The materials are not intended to be and should not replace or be construed as legal, tax, accounting or investment advice or a recommendation. No investment, divestment or other financial decisions or actions should be based solely on the material, and no representations or warranties are made as to the accuracy, correctness, reliability or completeness of the material or its contents. Neither Pareto, nor any of its affiliates, directors and employees accept any liability relating to or resulting from the reliance upon or the use of all or parts of the materials.

Perth (Australia) Pareto Securities Pty Ltd Level 11 216 St Georges Tce Perth, Western Australia AUSTRALIA, 6000 Tel: +61 8 6141 3366

Singapore Pareto Securities Pte Ltd 16 Collyer Quay #27-02 Income at Raffles Singapore 049318 SINGAPORE Tel: +65 6408 9800

New York (US) Pareto Securities Inc 150 East 52nd Street 29th floor New York NY 10022 USA Tel: +1 212 829-4200

Houston (US) Pareto Securities Inc 8 Greenway Plaza Suite 818 Houston, TX 77046 USA Tel: +1 713 840-6304

Hamburg (Germany) Pareto Securities Gmbh Caffamacherreihe 7 D-20355 Hamburg Germany Tel: +49 (40) 3609 159 800

Zürich (Switzerland) Pareto Securities AG Rennweg 57 8001 Zürich Switzerland Tel: +41 44 551 38 00

Frankfurt (Germany) Pareto Securities AS Hochstraße 52 60313 Frankfurt Amtsgericht Frankfurt am Main HR B 109177 Germany Tel: +49 (69) 333 983 500