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Wolters Kluwer Investor Presentation - Euro Benchmark Offering Boudewijn Beerkens Member Executive Board Chief Financial Officer November 2003 George Dessing.

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Presentation on theme: "Wolters Kluwer Investor Presentation - Euro Benchmark Offering Boudewijn Beerkens Member Executive Board Chief Financial Officer November 2003 George Dessing."— Presentation transcript:

1 Wolters Kluwer Investor Presentation - Euro Benchmark Offering Boudewijn Beerkens Member Executive Board Chief Financial Officer November 2003 George Dessing Vice President Corporate Treasurer

2 - Investor Roadshow 1 November 2003 Overview of the Offering Status : Senior, Unsecured Notes Ratings: Moody’s A3 (on review for possible downgrade) S&PBBB+ (stable outlook) Amount:Benchmark Size Maturity:Target 10 years Use of Proceeds: Repurchase of existing debt and general corporate purposes Documentation: Stand Alone Offering Memorandum Law:Dutch Listing: Luxembourg, Amsterdam (Euronext) Joint Bookrunners: ABN Amro, CSFB, Deutsche Bank Timing: RoadshowThursday 13th and Friday 14th of November PricingWeek of 17th November Issuer: Wolters Kluwer nv

3 Agenda  Overview of Wolters Kluwer  Review of Strategy Update  Financials  Liability Management Initiative  Summary

4  Overview of Wolters Kluwer  Review of Strategy Update  Financials  Liability Management Initiative  Summary Agenda

5 - Investor Roadshow 4 November 2003 Leading Multi-media Professional Publisher with Excellent Market Positions and Strong Brands –The largest legal and tax publisher in Europe and the leading tax publisher in the US. The world’s second largest medical publishing group. Leading positions in Europe in educational publishing –Established and diversified franchise operating in over 25 countries High “Value-added” Proprietary Information –Majority of revenues are generated from copyrighted proprietary content “Must Have” Nature of Professional Product –Limits exposure to cyclical fluctuations via subscription-based revenues –Information tools and end-to-end solutions to enhance client productivity Stable Revenue & Free Cash Flow –Approximately two thirds of revenue is subscription based (FY 2002) –Consistently generated FCF (after dividends) of €250m - €300m (1998-2002) Strong Liquidity & Prudent Balance Sheet Management –Solid cash position and committed bank facilities –Implementing a strategy to reduce refinancing risk and total debt Wolters Kluwer Overview

6 - Investor Roadshow 5 November 2003 Serving our Customers Teachers and professors Students Patrimony managers Tax professionals And accounting professionals Banks Insurance Lawyers Scientists Hospitals Pharmacists Health specialists Pharmaceuticals manufacturers 6.400* 7.700* 1.500* 2.400* (*) personnel Education LTB Europe Health LTB Asia Pacific LTB North America HR managers Nurses 6.400* 600* An International Company Customers and Personnel

7 - Investor Roadshow 6 November 2003 2002 Revenues (€3,895m) Diversified Revenue and EBITA (1)Non-core includes KAP, Ten, Hagen & Stam, ISBW (2)Including corporate costs (excluding = €814m) and before exceptional items Legal Tax & Business 63% 2002 EBITA (€777m) (2) Legal Tax & Business 68% (1)

8 - Investor Roadshow 7 November 2003 Market = €4.1bn Key Trends & Dynamics Legal, Tax and Business, Europe  #1 or #2 player in almost every core market and geography  Country differences drive demand for local content/offerings across all markets  Deeply rooted local brands and recognised content quality  Growing demand for more integrated tax and accounting workflow and compliance tools  Legal market driven primarily by secondary content and tools  Regulatory markets expanding at the local, country and EU levels EHS 298 (7%) Transport 183 (4%) Tax & Accounting 1,213 (30%) HR 508 (12%) Public & Social 705 (17%) Legal 1,209 (30%) By Country (€m)By Market Segment (€m) Other 103 (3%) SC 148 (4%) CE 155 (4%) UK 230 (6%) Spain 255 (6%) Belgium 278 ( 7%) NL 289 (7%) Italy 543 (13%) France 632 (15%) Germany 1,483 (35%) Source: Company reports, D&B estimates, analyst reports €m20012002 Revenue1,1791,228 % of Total Revenue30.9%31.5% EBITA223230 EBITA Margin (%)18.9%18.8%

9 - Investor Roadshow 8 November 2003 Legal Tax and Business North America  Leading market positions in Legal publishing and Tax Legal  #1 in Securities Law and other specialty areas Tax  #1 in US Tax Market (tax research and compliance markets) Business  Demand for higher margin specialty content and more integrated primary and secondary offerings  Registered Agent to 200k businesses (80% of Fortune 1,000)  #1 position in community bank, credit unions and mortgage segments Highlights €m20012002 Revenue1,2101,214 % of Total Revenue31.5%31.2% EBITA340326 EBITA Margin (%)28.1%26.8% Market (1) : $1,080m WK 32% Intuit 17% BNA 5% Other 22% Thomson 24% Market (2) : $1,542m Other 10% West 44% BNA 8% Reed 19% ASPEN/ CCH Legal 19% (1) Excludes accounting market, Asia Pacific and Canada (2) Includes specialised legal content and law school market Source: Company reports, YE company reports, analyst reports, Wolters Kluwer analysis US Tax Market US Legal Research Market

10 - Investor Roadshow 9 November 2003 Health - Strong Share in WK Market Segments Market = $5.3bn Highlights  #2 medical publisher globally  Leading global online medical platform  Three of the top ten titles in the critical specialties in medical and nursing  Largest repository of full text and bibliographic medical content  Key publishing partner for more than 60 top medical societies Source: Company financials, analyst reports, Outsell, Verispen, Pharmaceutical Executive, Wolters Kluwer information and analysis €m20012002 Revenue680748 % of Total Revenue17.7%19.2% EBITA123131 EBITA Margin (%)18.0%17.4%

11 - Investor Roadshow 10 November 2003 Belgium 5% Austria 3% Market = €1.4bn Key Trends & Dynamics Education: WK is the Leader in European Education Germany 25% Netherlands 26% UK 21% Sweden 20% Attractiveness  Stable, traditional text book business  Market-driven by multi-local content needs  Evolving electronic solutions  Attractive margins and stable cash flows; cycle improvement in next 3 years Share Position  #1 in the Netherlands, Sweden, Belgium  #3 in the UK  #1 in Germany, in vocational; strengthening presence in primary Source: Company reports, D&B estimates, analyst reports, Wolters Kluwer information and analysis €m20012002 Revenue308300 % of Total Revenue8.0%7.7% EBITA6156 EBITA Margin (%)19.9%18.7%

12  Overview of Wolters Kluwer  Review of Strategy Update  Financials  Liability Management Initiative  Summary Agenda

13 - Investor Roadshow 12 November 2003 Strategy Update - What Will be Different Going Forward  Growth by investing in leading market positions, guided by ROIC  Integrated, customer focused divisions, managed with operational and financial rigor  Alignment of investments around leading market positions  Six Key Performance Measures linked to stakeholder value Past  Acquisitions cornerstone of strategy  Fragmented, decentralised managed business  Investments applied broadly across many opportunities  Multiple performance measures for corporate, cluster and operating units

14 - Investor Roadshow 13 November 2003 Five Significant Businesses with Powerful Brands Corporate & Financial Services Health Education Legal, Tax & Regulatory Europe Tax, Accounting & Legal (US & Asia Pacific)

15 - Investor Roadshow 14 November 2003 Wolters Kluwer's Market Position Tax, Accounting & Legal €763m Legal, Tax & Business Europe €1,355m Corporate & Financial Services €535m Health €749m Education €300m Total Revenues: €3,895m (2002) Leading Market Positions #1 or #2 80% Not #1 or #2 20% Note: ProRata revenues new divisions; not including divested non-core €193m Market share does not include LTB Asia Pacific Sources: Company financials, analyst reports, Wolters Kluwer analysis New Five Division Structure

16 - Investor Roadshow 15 November 2003 Strategy Update - Overview of 3 Year Plan 1.Invest around leading market positions in line with high growth opportunities 2.Continue migration to electronic delivery 3.Reduce costs through structural improvements 4.Reorganise the business to improve customer focus and deliver growth 5.Establish clear and transparent financial targets 6.Selective, more disciplined acquisition policy 7.Restructure liabilities to reduce total debt and improve financial profile

17 - Investor Roadshow 16 November 2003 ROIC is the Key Financial Measure of all Actions Pursue Selected Acquisitions Invest in Online Growth and Migration Manage Portfolio in line with Growth Opportunities Deliver end-to-end Solutions Strengthen and Expand Customer Relationships 1. Invest in Growth: Key Actions

18 - Investor Roadshow 17 November 2003 Accelerate Investments in Growth...  All divisions investing to enhance core products and build new products to support customer demand for tools and solutions as well as changes in law, medicine and education  Investments focused on Health and Corporate & Financial Services divisions  Incorporates investments communicated previously for Europe and North America...to a Total Level of €800m Over the Next 3 Years

19 - Investor Roadshow 18 November 2003  Wolters Kluwer has in recent years invested significantly in online products and electronic compliance tools –Internet and other Electronic revenues growing rapidly –Represent 30% of current total revenues –Management projects to reach 45% of total revenues by 2006 2. Invest in Electronic Growth and Migration

20 - Investor Roadshow 19 November 2003 Total FTE Reductions from 2003 to 2006: 1600 FTEs (~ 8%) Consolidate real estate Standardise and consolidate technology platforms, data centres and increase use of off-shore development and IT outsourcing Rationalise back office functions within operating companies and divisions Develop shared services for Finance, HR and some Technology functions Key Actions 3. Reduce Costs Through Structural Improvements

21 - Investor Roadshow 20 November 2003 Cost Savings Over Three Years will be €240m Division Education Selective Shared Services Real Estate Consolidation Back Office and System Rationalisation IT Rationalisation Restructuring Costs* ’03-’06 €m Cost Savings ’03-’06 €m Tax, Accounting & Legal Tax, Legal & Regulatory Europe  4050  80 Health Corporate & Financial Services  3540  4555  15 TOTAL ~ 215~ 240 * Shared services initiatives may cause divisional differences

22 - Investor Roadshow 21 November 2003 Impact of Restructuring 2003-2006 Restructuring Costs* (€m) FTE Reductions Total Cost Savings (€m) 2003200420052006 100802510 500 400200 204080100 TOTAL ~ 215 ~ 1,600 ~ 240 Beyond 2006, annualised cost savings of about €100m * Of which €150m will be charged as exceptional items

23 - Investor Roadshow 22 November 2003 4. Reorganise the Business to Deliver Growth  Organise business into five divisions, which become primary operating units –Organise into customer driven businesses with distinct growth opportunities –Drive integration of operating units –Simplify businesses through consolidation of functions, elimination of management layers and combined locations –Provide day to day management  Shift in Corporate Governance –Divisions report to Chairman of Executive Board –Formation of Executive Committee –Greater operational role for corporate office  Strengthen corporate HR, Technology and Strategic Planning

24 - Investor Roadshow 23 November 2003 Revenue growth EBITA margin After exceptional items Cash conversion Free cash flow ROIC EPS Key Operational Measures Key Financial Measures 0-1% 14-15% 13-14% 85% Target 2004 €150-200m Moving towards WACC (1) 0.99 3-4% 19-20% 85-90% 2007 onwards > €300m Above WACC (1) > 1.40 5. Establish Clear and Transparent Financial Targets (1) WACC is currently 8% after tax

25 - Investor Roadshow 24 November 2003 Strategy Attractive Market Strengthen Leading Positions Leverage/Enhance Scale Platform for Future Growth in Emerging Markets Integration Short Term Viability More Rapid Integration Market/Product & Organisational Fit Transaction Relevant Size Ease of Execution Regulatory Constraints Financial Investment Requirements Risk Exposure Incentivised Earn-Outs ROIC Above Hurdle Rates (Current WACC 8% after tax) 6. Pursue Selected Acquisition Opportunities

26 - Investor Roadshow 25 November 2003 Actions to Date Support New Strategic Direction  Restructuring begun at Health, North America and Europe –Turnaround underway in the UK, Belgium and Aspen  Integrated, customer focused divisions, managed with operational and financial rigor  Aggressive cost reduction plans in place for 2003  Alignment of investments around leading market positions  Growth by investing in leading market positions, guided by ROIC  Much tighter, more disciplined acquisition policy  Significant management changes and new governance model

27  Overview of Wolters Kluwer  Review of Strategy Update  Financials  Liability Management Initiative  Summary Agenda

28 - Investor Roadshow 27 November 2003 Financial Overview FYE EBITDA (€m)FYE Sales (€m) Net Debt (€m)Free Cash Flow (€m)

29 - Investor Roadshow 28 November 2003 Net debt reduced by 29% to €2.1bn for Q3 2003 (from €3.0bn for Q3 2002) YTD ordinary free cash flow improved 25% to €152m for Q3 2003 (from €122m for Q3 2002) Outlook full year 2003 reiterated 2003 3rd Quarter Results €m 2003 3rd Quarter 2002 Revenues EBITA (1) EBITA Margin (1) Benchmark Net Income (2) 2,832 520 18% 288 (1) Before exceptional items (€21m) (2) Benchmark ordinary net income before amortisation of intangible fixed assets and exceptional items (3) Currency adjusted year-on-year growth (%) 2,431 377 16% 203 -5% -18% % Change EuroConstant (3) -14% -27% -30%

30 - Investor Roadshow 29 November 2003 2002 Full Year Results Full Year 2002 Full Year 2001 Revenues EBITDA EBITDA Margin EBITA EBITA Margin Financial Results Benchmark Net Income (1) 3,895 895 23% 777 20% 141 453 3,837 919 24% 812 21% 179 436 (1) Benchmark ordinary net income before amortisation of intangible fixed assets and exceptional items €m

31 - Investor Roadshow 30 November 2003 Key Financial Ratios HY 2003 Net Debt to EBITDA (1) Interest Bearing Debt to Shareholder’s Equity Net Interest Coverage EBITA EBITDA 3.1x 2.0x 4.5x 5.1x 3.2x 2.3x 4.9x 5.6x HY 2002FY01 (1) 12 months rolling basis (2) Excludes pension charges of €98, and is before accounting charges of €8m 2.8x 2.0x 5.3x 6.2x 3.0x 2.1x 5.5x 6.3x FY02 (2)

32 - Investor Roadshow 31 November 2003 Wolters Kluwer 2005 and 2006 Bond Performance Wolters Kluwer Spreads to Midswap vs. Peers Source: CSFB

33  Overview of Wolters Kluwer  Review of Strategy Update  Financials  Liability Management Initiative  Summary Agenda

34 - Investor Roadshow 33 November 2003 Capital Markets Transactions 1. Tender Offer for:  6.125% Bonds due 2005 and 5.50% Bonds due 2006  1.000% Convertible Bonds 2001 due 2006 2. Euro denominated bond issue  Benchmark Euro offering - 10 year target Rationale:  Reduce re-financing risk in 2005 and 2006  Smooth the maturity profile and improve duration  Efficiently utilise existing cash position  Current low interest rate environment and strong, stable markets Proactively address the redemption obligations of 2005/2006 and efficiently utilise cash

35 - Investor Roadshow 34 November 2003 Maturity Profile Impact of Capital Market Transaction Maturity Profile Pre Capital Markets Transactions Illustrative Post Capital Market Transaction Maturity Profile Indicative Maturity Profile Post Capital MarketsTransactions 200320042005200620072008200920102011201220132014'15+

36  Overview of Wolters Kluwer  Review of Strategy Update  Financials  Liability Management Initiative  Summary Agenda

37 - Investor Roadshow 36 November 2003  Leading multi-media professional publisher with excellent market positions and strong brands  High value-added proprietary information (copyright protected)  “Must have” nature of professional product  Stable revenue and free cash flow  Strong liquidity and prudent balance sheet management Credit Highlights

38 - Investor Roadshow 37 November 2003  Manage the business in a fundamentally different way –Operational focus and rigor –Clear financial targets focused on ROIC –Tighter alignment of management and investor interests –Optimise financial structure and working capital  The strategy will lead to: –3%-4% annual revenue growth –19%-20% EBITA margins  Continued focus on prudent balance sheet management and improvement of debt protection measures Summary

39

40 This Document includes statements of future expectations and other forward- looking statements that are subject to risks and uncertainties. These statements are based on the current views of the Issuer’s management and assumptions and involve known and unknown risks and uncertainties. Such statements include, in particular, statements about the Issuer’s plans, strategies and prospects under the heading “Wolters Kluwer N.V.”. When used in this Document, the words “may, “will”, “estimate”, “project”, “intend”, “anticipate”, “expect”, “should” and similar expressions are intended to identify such forward-looking statements. Prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Important factors that could cause actual results to differ materially from the forward-looking statements made in this Document include, among other things, general economic conditions, conditions in the markets in which the Issuer is engaged, behaviour of customers, supplies and competitors, technological developments and legal and regulatory rules affecting the Issuer’s businesses. Save as required by the rules or regulations of any stock exchange on which the Bonds are listed, the Issuer does not undertake any obligation to publicly release any revisions of these forward-looking statements to reflect events or circumstances after the date of this Document or to reflect the occurrence of unanticipated events. Forward Looking Statements

41 This document is not to be used or considered as an offer to sell or solicitation of an offer to buy any securities. Information and opinions contained herein have been compiled or arrived at by the Joint Bookrunners from sources believed to be reliable, but the Joint Bookrunners do not accept liability for any loss arising from the use hereof, nor make any representation as to its accuracy or completeness. This document is not to be relied upon as such or used in substitution for the exercise of independent judgement. Any opinions expressed herein reflect a judgement at the date of presentation and are subject to change without notice. Additionally, the Joint Bookrunners make no representation or warranty as to the investment conclusions reached herein. This information has been provided specifically for the use of the recipient only and must be treated as proprietary and confidential information. It may not be passed on, or reproduced in whole or in part under any circumstances without express written consent from the Joint Bookrunners. This document has been prepared separately from any proposed offering of the securities and as such information in this document must not be relied upon as having been authorised or approved by the issuer of the securities. The decision to purchase any securities should be made only on the basis of the prospectus or offering circular made available at the time of the issue. Based on an independent review and such professional advice as it deems appropriate, a prospective investor must determine that its acquisition of the Notes (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it and (iii) is a fit, proper and suitable investment for it not withstanding the clear and substantial risks inherent in investing in the Notes. The Joint Bookrunners are not responsible for the lawfulness of the acquisition of the Notes by a prospective investor or for compliance by that prospective purchaser with any law, regulation or policy applicable to it. A prospective investor may not rely on the Joint Bookrunners when making determinations in relation to these matters. THIS DOCUMENT MAY NOT BE distributed directly or indirectly to any citizen or resident of the United States OR CANADA; TO ANY US OR CANADIAN PERSON or to any person in the United Kingdom other than an authorised person or exempted person or any other person falling within Article 19(5),38,47 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. NEITHER THIS REPORT NOR ANY COPY HEREOF MAY BE DISTRIBUTED IN ANY JURISDICTIONS OUTSIDE THE UK WHERE ITS DISTRIBUTION MAY BE RESTRICTED BY LAW. PERSONS WHO RECEIVE THIS REPORT SHOULD MAKE THEMSELVES AWARE OF AND ADHERE TO ANY SUCH RESTRICTIONS. Disclaimer


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