Presentation on theme: "Press conference Investment Agreement and commencement of partner collaboration Warsaw, 23 September 2009."— Presentation transcript:
Press conference Investment Agreement and commencement of partner collaboration Warsaw, 23 September 2009
2 Contents ●Main transaction assumptions ●Investment plans of the Polish power engineering sector – market potential ●Transaction parties – basic information ●Prospective synergies ●Contact ●Appendix – detailed information on the transaction parties
3 TRANSACTION CLOSURE PLANNED – 1 ST QUARTER OF 2010 CONDITIONS PRECEDENT Conclusion of an investment agreement on 21 September 2009 Resolution of the EGM of Shareholders of Energomontaż-Południe S.A. of 22 Sep 2009 Court registration of the conditional capital increase Issue of series A warrants and series E shares Procedures of National Depository for Securities and Warsaw Stock Exchange Gaining funds for the development of Energomontaż-Południe S.A. PBG S.A., as a sector investor, will take over a package of 25% + 1 share after the capital increase Resolution of the Extraordinary General Meeting (EGM) of Shareholders of Energomontaż-Południe S.A. on conditional capital increase with the stock right exclusion Issue of 22,582,001 series A warrants exchangeable into series E shares in a 1:1 ratio with the price of series E shares: PLN 3.45 Corporate issue targeting PBG S.A. and Mr. Andrzej Hołda (President of Energomontaż-Południe S.A.) Registration in the National Court Register of entrepreneurs at the Court competent for the registered office of Energomontaż- Południe S.A. Taking over 17,743,002 warrants by PBG S.A. and 4,838,999 warrants by Mr. Andrzej Hołda Exchange of the warrants into shares - funds acquired from the issue: ca. PLN 77.9 million Registration of the new shares in the National Depository for Securities (NDS) Placement of the shares in the regulated market at the Warsaw Stock Exchange (WSE) Main transaction assumptions (1) Establishment of collaboration between PBG S.A. and Energomontaż-Południe S.A.
4 International and domestic partners Main transaction assumptions (2) Mutual benefits Energomontaż-Południe S.A. Consolidation centre for construction and assembly services for power engineering PBG S.A. Leading construction group in Poland COLLABORATION Gaining considerable funds for the company development (including acquisitions) Support for winning high-value contracts owing to the marketing and financial potential of the PBG S.A. group Expansion of the network of contacts in the country and abroad Considerable increase of revenues due to being engaged in the ventures performed by PBG S.A.; the value of contracts for the years 2009-2011 not lower than PLN 250 million (market conditions, based on the principle of competition) Development of business in the segment of considerable revenue generating potential and relatively low risk of the economic situation Considerable and rapid extension of competences and contacts in the power engineering sector Use of the potential of Energomontaż- Poudnie S.A. for performance of the contracts concluded in sectors other than power engineering Access to a production base of steel structures making erection of sports facilities and other ventures easier SYNERGIES Objective: leading general contractor in the power engineering sector
5 Increase of the share of renewable energy sources in power generation requires investments in biomass combustion installations Reduction of the pollutants emission involves modernisation of filters, extension of desulphurisation systems, etc. Necessity of installing new power capacities of more than 30 GW Investment plans of the Polish power engineering sector – market potential Market potential The current installed power capacity of the Polish power plants is 34.5 GW It is estimated that within the next few years ca. 13 GW of the power capacity will be disabled due to technical wear and environmental nuisance In 2007, the share of power generated from renewable sources in the overall primary power volume came to 6.9% In accordance with the EU regulations, Poland is obliged to attain the said share on the level of 20% by the year 2020 The level of CO 2 and dust emission to the atmosphere exceeds the European standards Expansion of productive capacity Reduction of environmental impact Current standing of the Polish power sector Required actions The estimated volume of the investments required in the Polish power engineering sector is ca. PLN 80 billion The largest Polish power engineering groups (including PGE, Tauron, Enea, Energa, Vattenfall, RWE, GdF Suez and EdF) have developed individual investment strategies concerning construction of new power units and modernisation of the existing ones as well as investments limiting their environmental impact Performance of the investments assumed will be positively reflected by the demand for the Company's services and constitutes a chance for increasing its future revenues Opportunity for the power construction sector
6 Transaction parties – basic information (1) Scale of activity Revenues of PLN 240 million in 2008 Energomontaż-Południe S.A. Basic scope of activity Construction and assembly services for the power engineering industry in the scope of modernisation of old productive capacities and installation of new ones Revenues of PLN 2,091 million in 2008 PBG S.A. General contracting in the scope of natural gas, petroleum and fuel installations Employment 876 persons 4,100 persons Main customers Polish and German power engineering corporations and companies PGE, Koksoprojekt, Westfalen Power Plant, Karlsruhe Power Plant Petrochemical, gas and water engineering industry PGNiG, National Sports Centre, ZIOTP - NATO Other fields of activity Manufacture of steel structures (two production plants) Real estate development activity Construction of water installations Road building Construction of sports and housing facilities Capitalisation PLN 242 millionPLN 3,136 million
7 Transaction parties - basic information (2) Fields of activity of the Energomontaż-Południe S.A. group AIR AND FLUE GAS DUCTS COOLING INSTALLATIONS PRESSURE PART DUCTS AND PIPELINES ENGINE ROOM: PIPELINES FURNACE PART
8 Synergies between the Partners Complementary competences of the transaction parties Specialisation in the segment of construction and assembly services for power engineering Manufacture of steel structures Real estate developing activity Specialisation in projects for gas engineering, environmental protection, industry and road building Contracting of projects for Euro 2012 Expansion of the real estate developing activity Establishment of a strong group competent in the fields of construction and assembly services as well as manufacture of steel structures for power engineering and infrastructure whose potential enables application for general contracting of the largest projects Energomontaż-Południe S.A. PBG S.A.
10 Contents ●Appendix – detailed information on the transaction parties
11 Energomontaż-Południe S.A. – detailed information (1) Fields of activity Construction and assembly services: The Company's basic scope of activity includes assembly, modernisation and repair of components of power installations The Company also renders its services in the following sectors: mining, steel, chemical, refining and cement industry The works conducted by the Company are characterised by high ecological and economical quality 69% of the 2008 revenues were attained under performance of construction and assembly services General contracting: Under large investments, the Company acts as the general contractor coordinating the works performed by all subcontractors and co-operators (Energetyka Dwory – repair of the OP-140 boiler, GOSD Zabrze – overhaul of the gas- works building) Comprehensive handling of projects, from the design stage, through delivery and assembly of machines and appliances, to training and post-warranty service The revenues attained in 2008 under general contracting commissions constituted 9% of the Company's overall revenues Fields of activity of of Energomontaż-Południe S.A.
12 Energomontaż-Południe S.A. – detailed information (2) Fields of activity Industrial production and other services: The range of products manufactured by the Company includes steel structures and crane components, flue gas and air funnels and ducts, tanks and electrofilter components Other services rendered by the Company comprise sales of steel products, material testing and professional training The production segment and the services rendered accounted for ca. 19% of the revenues in 2008 Fields of activity of of Energomontaż-Południe S.A. Real estate developing activity: In 2008, the Company conducted a real estate developing project in Wrocław for 212 flats and office premises of the overall usable area of ca. 7,800 m 2 The housing estate project currently implemented in Katowice comprises erection of 6 four-storey buildings located in Katowice-Ligota
13 Management Board Andrzej Hołda President of the Management Board Alina Sowa Vice President of the Management Board Jacek Fydrych Member of the Management Board Supervisory Board Sławomir Masiuk Marek Wesołowski Andrzej Kowalski Tomasz Woroch Andrzej Wilczyński Company Authorities Energomontaż-Południe S.A. – detailed information (3) Shareholder structure and quotations Shareholder Shares/votes at the GSM (in thousand pcs.) % share Renata Gasinowicz7,57815.66% Stanisław Gasinowicz4,85410.03% Andrzej Mikucki and Piotr Mikucki4,3909.07% Others31,56865.24% Total48,390100.00% Source: Energomontaż-Południe S.A.
14 Company quotation relative to the WIG index Energomontaż-Południe S.A. – detailed information (4) Shareholder structure and quotations Basic indices Source: GPW S.A.; Consolidated financial statements of the Energomontaż-Południe S.A. Capital Group for 2008 and the first half of 2009. No. of shares [million]48.4 Share price as of 22 Sep 2009 [PLN]5.00 Market value as of 22 Sep 2009 [PLN]242.0 Net debt as of 30 Jun 2009 [PLN]126.0 Enterprise value as of 22 Sep 2009 [PLN]368.0 EBITDA 2008 [PLN million]29.8 Net profit in 2008 [PLN million]15.7 Source: GPW S.A. WIG relatively
15 PBG S.A. – detailed information (1) Fields of activity Natural gas and petroleum: ground-based installation for natural gas and petroleum extraction installation for natural gas condensation as well as storage and re-gasification of LNG LPG, C5+ separation and storage stations desulphurisation systems ground-based installations of underground natural gas store-rooms petroleum tanks systems of natural gas and petroleum transport including reduction-measurement and measurement-clearance stations, mixing stations, distribution points, compressor stations, etc. LNG installations General contracting in the scope of natural gas, petroleum and fuel installations under "turn-key" system Fuels fuel store-rooms and tanks technical and sanitary installations
16 PBG S.A. – detailed information (2) Fields of activity Water technological and sanitary installations for water supply and sewage systems including: - water works - sewage disposal systems - water mains and collecting pipes - water intakes - sewage treatment plants hydrotechnical facilities including: - dams - storage reservoirs - river embankments refurbishment of water supply and sewage disposal installations General contracting of turn-key projects in the scope of water installations as well as industrial and road building Road building road construction works auxiliary infrastructure Industrial and residential construction general construction industrial infrastructure
17 PBG S.A. – detailed information (3) Shareholder structure and quotations Company Authorities Management Board Jerzy Wiśniewski - President of the Management Board Tomasz Woroch Vice President of the Management Board Przemysław Szkudlarczyk - Vice President of the Management Board Tomasz Tomczak - Vice President of the Management Board Mariusz Łożyński - Vice President of the Management Board Tomasz Latawiec - Member of the Management Board Supervisory Board Maciej Bednarkiewicz Jacek Kseń Wiesław Lindner Dariusz Sarnowski Adam Strzelecki Source: PBG S.A. Jerzy Wiśniewski8,47045.7% ING Nationale Nederlanden OFE927-1,8545-10% AVIVA OFE927-1,8545-10% Free float6,357-8,21134.3-44.3% TOTAL18,535100% ShareholderVotes at GSM% share
18 PBG S.A. – detailed information (4) Shareholder structure and quotations Company quotation relative to the WIG index Basic indices No. of shares [million]14.3 Share price as of 22 Sep 2009 [PLN]219.4 Market value as of 22 Sep 2009 [PLN]3,136.3 Net debt as of 30 Jun 2009 [PLN]475.0 Enterprise value as of 22 Sep 2009 [PLN]3,611.3 EBITDA 2008 [PLN million]271.0 Net profit in 2008 [PLN million]158.2 Source: GPW S.A.; Consolidated financial statements of the PBG S.A. Capital Group for 2008 and the first half of 2009. Source: GPW S.A. WIG relatively
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