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Initial Public Offering Management Presentation February 6, 2010. Disclaimer. Disclaimer.
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Initial Public Offering Management Presentation February 6, 2010
Disclaimer Disclaimer • This Presentation (the “Presentation”) is prepared by the management of Al Tayyar Travel Group (the “Group” or “ATG”). By accepting the Presentation, the recipient agrees to keep confidential the information contained herein • This Presentation and the information contained herein may not be provided to persons other than the person to whomthis Presentation has been furnished and such person’s professional advisors who are directly concerned with suchperson’s decision • This Presentation may not be reproduced or redirected. The information presented in this Presentation has been compiled from various public and non-public sources that are believed to be reliable. Although best efforts have been made to provide accurate information, the management of ATG or any of ATG’s advisors, and shareholders cannot guarantee their completeness or accuracy. Further, the changing conditions may render the presented information unreliable • The Management of Al Tayyar Travel Group (the “Management”) has based its financial projections on certain future assumptions. These assumptions are either derived from historical results or expectation of future conditions based on currently available information. Some or all of these assumptions may not be realised. If these assumptions are not realised, the financial results of the Company may be substantially different from the projections provided in this Presentation. The Company or any of its officers and shareholders cannot guarantee completeness or accuracy of the financial projections. The valuation is based on the financial projections and prevailing market conditions. Changes to the financial projections or the market conditions may also change the estimated fair market value
Advisors and Banks Financial Advisor, Sole Bookrunner & Lead Underwriter Receiving Banks Lead Manager & Co – Underwriter Legal Counsel Due Diligence Advisor مكتب عبدالعزيز بن حمد الفهد محامون ومستشارون Co – Underwriters Market Consultant External Auditor
Key Offering Terms Issuer • Al Tayyar Travel Group (“ATG” or the “Group”) • Initial Public Offering of 30% (24 MM) of ATG’s shares • SAR 45–50 (SAR 10 Par Value plus Premium of SAR 35–40) • SAR 1.08 Bn to SAR 1.20 Bn • Proceeds will be paid to the Selling Shareholders, and their remaining shares will be locked up for a period of six months from listing in Tadawul • Shares will be listed on the Saudi Stock Exchange (“Tadawul”) • (A) Institutional Tranche: up to 100% (24 MM shares) of the total offering size. In case of Retail Tranche oversubscription, Tranche (A) will be subject to a claw-back down to 50% of the total offering size (12 MM shares) • (B) Retail Tranche: up to 50% (12 MM shares) of total offering size • (22nd of February 2010 – 28th February 2010) • 100,000 shares • Morgan Stanley Saudi Arabia • Al Rajhi Capital • Riyadh Capital • AlJazira Capital Shares Offer Price Range Total Value Range of Shares Offered Use of Proceeds Listing Distribution Retail Subscription Period Minimum Subscription Amount for Institutional Bidders Financial Advisor, Sole Bookrunner and Lead Underwriter Lead Manager and Co – Underwriter Co – Underwriters
Snapshot One of the largest privately owned travel & tourist groups in KSA Founded in 1979; headquartered in Riyadh 12 subsidiaries within the Kingdom 10 International subsidiaries 227 Branches in KSA, 7 International Branches in (Egypt, Sudan, UAE, Malaysia, Lebanon, Canadaand the USA) 1,156 Employees 2008 Revenue of SAR 2.77 Bn 2008 EBITDA of SAR 326 MM (12% EBITDA Margin) 2008 NI of SAR 279 MM (10% NI Margin) Snapshot
Highlights of ATG’s History Formed as an individual Establishmentwith SAR 1 MMPaid-up Capital Capital increased to SAR 20 MM, through a cash injection from the partners Signed a 5-year contract with General Authority of Civil Aviation, whereby the Group will have exclusive presence in all 25 KSA airports Converted into a Saudi limited liability company known as Al Tayyar Travel Group Company Limited Converted intoa Closed Joint Stock Company Capital increasedto SAR 800 MM,by transferring the 200 MM increase from retained earnings and statutory reserves 1979 1997 1998 2001 2004 2005 2008 2009 2010 Capital increasedto SAR 15 MM,by capitalising retained earnings Capital increased to SAR 100 MM,by transferring the80 MM increase from retained earnings and statutory reserves Founding Shareholders sold 1.2 MM shares representing 40% of the Group shares through a Private Placement Capital increasedto SAR 450 MM, by capitalising retained earnings IPO of 30% of ATG Group shares Capital increasedto SAR 150 MM,by capitalising retained earnings Capital increased to SAR 600 MM,by capitalising retained earnings
ATG’s Existing Ownership Base • ATG is owned by a dedicated and reputable group of companies and individuals
ATG’s Global Presence Saudi Arabia Egypt • Al-Tayyar International Transportation AgencyCo. Ltd. • Al-Tayyar Holiday for Travel and Tourism Co. Ltd. • Al-Tayyar Travel Tourism and Cargo Co. Ltd. • National Travel and Tourism Bureau • Taqniah Tech Company Ltd. • Al-Tayyar Insurance Broker Co. Ltd. • Quick TransporationCo. Ltd. • Al-Tayyar Real Estate and Tourism DevelopmentCo. Ltd. • Last Minute ReservationsCo. Ltd. • Al-Tayyar Rent a Car Co. Ltd. • Al Musafir Magazine Co. Ltd. • Al Sarh Travel and Tourism Co. Ltd. • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 80% ownership • Al-Tayyar Tourism andTravel Group • Al-Tayyar for Tourist Transportation Company • Al-Tayyar LimousineCompany • New Al-Tayyar Limousine Company • Al-Tayyar Rent A Car Company • Al-Tayyar for Cargo and Custom Clearance • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership • 100% ownership Lebanon • Lena Tours and Travel • 75% ownership United Arab Emirates • Al-Tayyar Travel andTourism • 100% ownership Malaysia Sudan • Belantra Holidays • 100% ownership • Al-Tayyar InternationalCo. Ltd. • 75% ownership
Global Footprint of Investments Canada Yemen Saudi Arabia USA Kuwait Amro Travel • 49% ownership Felix Airways • 30% ownership Al Wafeer Airways • 8% ownership Grand Travel & Tours • 40% ownership Al Shamil International • 30% ownership Amro Travel is engaged in: • Travel and related services • Worldwide hotel and resort reservations ATG has 49% share holding of Amro Travel. 51% owned by Individual Canadian investors. Felix Airways engaged in providing domestic and regional airline services in Yemen. ATG acquired Felix Airways at USD 1.25 per share which is now being traded at USD 1.5 per share. Islamic Corporation for Development of Private Sector (ICD) (An affiliate of Islamic Bank) owns 45%, Yemenia owns 25% and ATG owns 30%. Felix Airways has commenced its commercial operation from October 2008. It covers the entire domestic networks and plans for regional operations. Alwafeer Airways has been incorporated in 2008 in KSA with a capital of SAR 300 million and has started its commercial operations during October 2009. The Alwafeer Airways is engaged in providing Hajj and Umrah and chartering services within and outside KSA. Saudi Arabian Airlines owns 40%, other prominent inv. own 52% Grand Travel and Tours is engaged in providing: • Travel and related services • Logistic shipment by air and sea • Worldwide hotel and resort reservations • Worldwide car rentals ATG has 40% ownership of Grand Travel and Tours. 60% owned by Individual American investors. Al Shamel is engaged in: • Travel and related services • Worldwide hotel and resort reservations • Worldwide car rentals ATG has 30% share holding of Al Shamel valued at SAR 100 million.
Real Estate Investments Saudi Arabia Olaya Almathar Parcel Land Riyadh • In 2008 the Group acquired for SAR 90 million, a furnished apartments building in Olaya, Riyadh Riyadh • In 2008 the Group acquired for SAR 15 million, a furnished apartments building in Almathar, Riyadh Riyadh • During 2008, the Group purchased a parcel of land for a total acquisition cost of SAR 409 million, to construct resorts, warehouses for cargo services and to meet the Group's future expansion plans Saudi Arabia AlGourb Towers Taif Mekkah • In 2007 Al Tayyar acquired 3.8% of Algourb Towers in Mekkah for SAR 10 million • In 2008 the Group acquired for SAR 60 million, a furnished apartments building in Taif
Services Offered by ATG Overview of Services Offered by the Group Ticketing Tourism Cargo Hajj&Umrah Transportation Others GSA (GeneralSales Agent): • Saudi Arabian Airlines • Egypt Air • Oman Air • Etihad Airways • Air Arabia • BMI • Jazeera Airways IATA (International Air Transport Association): • Authorised to sell tickets to airlines affiliated with the association • The Group has 86 Retail Branches registered Hotel Reservations Holiday Packages Cruises Eurorail Travel Health Spas and Medical Treatments Educational Packages Corporate Entertaining Packages Conferencesand Events Air, Sea and Land Cargo: • Freight Forwarding • Cargo Storageand Warehousing • Custom Clearance • Heavy Plant Forwarding • Logistic Services • Freighter andVessel Chartering • Door to Door Services • Authorized Cargo Screener • Export and Import Services Official Operating Agent: • Awarded the official license during year 2000 from the Ministry of Hajj (obtained the first license in the central and eastern region) • Provides Umrah services all year round Car Rental and Leasing: • Provides car rental services, focusing on long term leasing contracts, through its subsidiaries in KSA and Egypt • Fleet of 620 Carsin KSA • Exclusive agent of Holiday Autos Corporate Transportation: • Provides car rental services through its subsidiaries in KSA and Egypt • Fleet of 405 Carsin Egypt • Major Corporate Clients (Vodafone, Juheina…) Chartered Flights Information Technology Insurance Brokerage Services Visa Issuance Assistance International License Issuance and Triptych Services Training and Development Programs Hotels and Furnished Apartments
Overview of the Business and Performance of ATG Presenter: Yousif Yousif, CFO
Revenue Mix ATG Segmental Revenue Breakdown2008 Breakdown of Revenue by Client Category 2008 • Source: ATG ATG Historical Revenue Breakdown by Segment 2006–2008 CAGR: Ticketing: 20% Tourism: 27% Cargo & Shipping: 20% Others: 64% Total: 26% Total Growth 27.1% Total Growth 15.4% • Source: ATG
ATG Investment Thesis • Investor Criteria • ATG • Comments 1 Exposure to rapidly growing markets • • KSA has the largest population in the GCC • Rapidly growing wealth raising demand for travel • Rapidly developing transportation sector 2 Domestic champion • • The leading travel company in Saudi Arabia • Well positioned in terms of branch network and product offering • Poised to expand into tourism asset ownership as an avenue to increase margins from tourism business line 3 Favourable Industry Structure • • Large benefits from economies of scale • Leading market share with no sizeable competitor • While barriers to entry are low, significant competitive advantage is required to achieve attractive returns on equity 4 Diversified, well established customer base • • Conservative Capital Structure • Diversified Client Base 5 Market Alliances with Key Players • • ATG’s ability to develop long term relationships with large corporate andgovernment clients 6 Long Serving, senior management team • • Experienced senior management with average experience of more than 27 years 7 Impressive Growth Record • • Excellent growth record • Proven ability to maintain and improve margins while growing • Profitability continues to register at rates well above industry average Investor Criteria
Expanding Exposure to Rapidly Growing Markets 1 GCC Travel & Tourism Demand Saudi Travel & Tourism Demand Demand Outlook • Demand based revenue for globat T&T is estimated as SAR 27.5 Tn of economic activity for 2009 and forecasted to reach SAR 54.0 Tnby 2019 • In the GCC, Saudi Arabia and UAE have the highest demand estimated at SAR 129.0 Bn and SAR 297.4 Bn respectively in 2009. These demand figures are expected to reach SAR 364.5 Bn for Saudi Arabia by 2019 SAR Bn SAR Bn CAGR 22.2% CAGR23.2% • Source: GRMC • Source: GRMC Inbound Tourism to KSA Outbound Tourism from KSA Demand Outlook • Saudi Arabia has witnessed a steady steep inthe number of tourists visiting the country from2004 to 2008 • Outbound tourism from the Kingdom has grown steadily since 2004. This can be attributed to unstable international markets as well as increase in number of leisure and hospitality options in Saudi Arabia # of tourists (MM) # of tourists (MM) CAGR 2.7% CAGR 12.4% • Source: GRMC • Source: GRMC
Domestic Champion 2 Increasing in historical market share with substantial opportunity for growth • Source: GRMC as of July 2009 • Note • Total Industry Size is estimated by GRMC in their Market study, by multiplying the yearly passenger traffic in the three main airports (Riyadh, Jeddah & Dammam) with the average price of tickets • Includes sales of Saudi Arabian Airlines
Favorable Industry Structure Although barriers to enter in the Travel & Tourism industry are low, new entrants find it difficultto achieve attractive returns and compete with the existing players Successful players in this industry need to have significant economies of scale to compete and earn above average economics returns, this could be achieved through the following Widespread Network (ATG has more than 227 branches in the Kingdom, 7 international branches, 122 IATA sites, 105 GSA’s and 12 Cargo sites) Airport Presence (by the end of Q1 2010, ATG will have sales outlets in all the 25 airports of the Kingdom) Large Customer Base (ATG maintains more than 3,200 accounts; consisting of Government Agencies,public and private corporations and high net worth individuals) One of the key service sectors that the Government is focusing on, in its efforts to diversify their economic dependence on the oil sector Established the Supreme Commission for Tourism in 2000 (currently known as Saudi Commission for Tourism and Antiquities) to stimulate the interest in tourism and promote its development The government & private sector are embarking on Mega-Projects to promote development & diversification in different regions of the country will generate huge opportunities for employees, investments, logistics discretionary income and travel 3
Diversified, Well Established Customer Base Key Government Corporations Key Large International Corporations Key Leading Travel Airlines 4
Market Alliances With Key Players 5 ATG has secured fundamental strategic alliances • General Authority for Civil Aviation • In 2009, ATG Signed a five year contract, whereby the Groupwill have exclusive presence in all the Kingdom Airports • Saudi Arabian Airlines • A track record of more than 23 years as a GSA forSaudi Arabian Airlines • ATG is also the exclusive travel agent for Saudi Holidays • Ministry of Higher Education • The Group is providing all the travel related services to the Ministry of Higher Education through its branches and affiliates inside and outside KSA • ATG has built imbedded offices in the Ministry and it’s branches • Member of key international associations in Travel and Tourism: • Source: ATG
Long Serving, Senior Management Team HH Prince Sultan bin Mohammed bin SaudAl Kabeer Al Saud Chairman • ATG’s Chairman since 2005 • Chairman and Board Member of several major companies and organisations in Saudi Arabia: such as Almarai, Arabian Shield Cooperative Insurance Co. and Al-Yamama Cement • Holds a Bachelors degree in Economics & Political Science from King Saud University, (1974) Dr. Nasser A. Al-Tayyar Vice Chairman and CEO • Founder of Al Tayyar Group Company • Previously worked in Citibank, Saudi Arabian Airlines and Cathay Pacific • Holds a Bachelors degree in Business Administrations from King Saud University, (1982), Masters Degree in Business Administrations from Al-Neelain University, Sudan (2000), PHD in Business Administration from Al-Neelain University, Sudan (2002) Ali Altigani Ahmed Group Vice President • Joined ATG in 2004 as VP of Financial & Administration Affairs • Previously worked in Sudan Airways as Regional Manager of Middle East and Central Europe • Obtained Bachelors degree and high diploma in Islamic Banking and Economics from University of Khartoum, Sudan (1984) Yousif Yousif CFO • Joined ATG in 2006 as Financial Controller • Previously worked in Verizon as Senior Auditor, USA • Holds a Bachelors degree in Accounting from University of Khartoum, Sudan (1982) • CPA since 2003 6
Impressive Growth RecordMaintainingConservative Capital Structure Total Assets and Revenue Growth SAR MM Breakdown of Liabilities and Equity (1) 2008 7 • Substantial asset and revenue growth during the last three and a half years illustrate ATG’s ability to take advantage of its leading competitive position • ATG has managed to consistently grow while maintaining a conservative capital structure Source Company Reports Source Company Reports Breakdown of Assets 2008 Source Company Reports Source Company Reports • Note • Total liabilities and Equity for 2008 is SAR 1.7 Bn
Impressive Growth Record (Cont’d) Strong Control over Expense Growth Gross Profit Margin SAR MM Selling and Marketing Expenses SAR MM General and Administrative Expenses SAR MM 7 • Despite its high growth,ATG has demonstratedits ability to control costs and improve its margins,in an escalating cost environment • Gross profit margin improved slightly from 15.1% at the end of 2006 to 16.7% in 2008 • Sales and marketing expenses in 2007 were significantly below 2006 levels, but increased in 2008 • EBIT margin has steadily improved from 2006 to 2008, increasing fromc. 8% to over 11% • General and administrative expenses were virtually unchanged in 2008, despite significant company growth Source Company Reports Source Company Reports EBIT Margin SAR MM Source Company Reports Source Company Reports
Impressive Growth Record (Cont’d)Increasing Profitability; Strengthening Capital Positions 7 Net Income SAR MM Average Stockholders Equity SAR MM • Substantial increase in net income between 2005 and 2008 provides strong evidence of the Company’s positive momentum • As a result, average stockholders equity has increased substantially between 2005 and 2008, as the company strengthened its capital base • Return ratios indicate that the company is earning returns on its assets and equity which are substantially above average travel companies in mature markets, especially in the current environment in Europe and North America CAGR = 48% CAGR = 71% Source Company Reports Source Company Reports ROAE ROAA Source Company Reports Source Company Reports
Impressive Growth Record (Cont’d)While Maintaining Low Leverage Ratios 7 Total Debt/ EBITDA x Total Debt/ Total Book Capitalization % • The main reason behind the increase in leverage in 2008, is large increase in investments (SAR 915.1 million) as follows: • Acquiring 8 subsidiaries • Total investment ofSAR 102.0 million • Equity investments in4 companies • Total investment ofSAR 211.8 million • Investments in furnished suites & apartments • Total investment ofSAR 165.0 million • Purchase of parcel land in Riyadh for SAR 409 million • To construct resorts, warehouses for cargo services and to meet the Group's future expansion plans • Other investments • Purchased 7.6% of Al Wafeer Air forSAR 27.3 MM • If the Group did not make the above investments in 2008, it would have had a positive cash position of SAR 260.0 million Source Company Source Company
Valuation Approach for ATG Intrinsic Valuation Methodologies Market Valuation Methodologies Discounted Free Cash Flows Model • Investors will establish a view on the Company’s consolidated cash flow profile over the next five years and possibly longer, depending on the available data • The company’s annual free cashflows that canbe utilised will be discounted at the company’s Weighted Average Cost of Capital (“WACC”)to derive a Net Present Value (“NPV”) • Includes a view on long-term growth of returns (“g”) • The Terminal Value (“TV”) is based on the terminal growth rate and WACC, which are applied to a terminal cash flow at the end of the projection period in the financial model. This TV is then discounted at the WACC and added to the discounted free cash flows generated during the projection period to arrive at the company value Comparable Companies Valuation • Valuation by applying multiples of listed international comparable companies to relevant base (earnings and EBITDA for travel industry) • Saudi comparable companies in retail sectorprovide an indication of the emerging markets premium as there are no direct comparables listedin the local market • Significant degree of judgment required depending on comparability of peer group Relevance for valuation: High Low • In the context of an Initial Public Offering, potential investors use comparable companies analysis as wellas the Discounted Free Cash Flow Model to form their views on the underlying value and sensitivity of key value drivers • Numerical / “mechanical” valuation needs to be complemented by qualitative judgement in order to achieve a reasonable valuation
Valuation Summary Based on DCF Valuation and Comparable Companies • The DCF valuation includes two scenarios, one based on the Management Case, and one based on a Conservative Case • The domestic peers valuation provides a Saudi market based benchmark for ATG’s valuation range.However, it should be noted that there are no direct comparables on Tadawul which accurately reflect ATG’s business model. We have therefore selected comparables from the retail sector, which most closely match ATG’s business. That said, it should be kept in mind that ATG’s historical and anticipated net income growth surpasses that of the domestic comparables, and thus these values may underestimate ATG’s value • International peers valuation is comprised of businesses that are similar to ATG’s business, but trade at a valuation which should be significantly lower than ATG’s, due to their operating within a more competitive environment / structurally less attractive market, benefiting from significantly lower growth prospects, and operating in tax environments. This category should represent a floor valuation for ATG
Leading Operating Performance Relative to Comparable Companies (1) (2) ATG Growth and Return Profile Revenue CAGR – (2006–2008 (3)) • We have compared ATG to two comparable groups • Saudi Stock Exchange Retail Sector comparables • Internationally comparable companies • The Company’s net income has grown significantly more than that of both peer groups, which has translated into a higher return on equity • ATG’s revenue growth is in-line with Saudi Retailpeer group • Source: Company Financials Return On Equity – (2008) Net Income CAGR – (2006–2008 (3)) • Source: Company Financials • Source: Company Financials • Note • Saudi Retail comps consist of the following companies: Al Othaim Markets, Fawaz Al Hokair, and Aldrees Petroleum • International comps consist of the following companies: TUI Travel, Thomas Cook, and Kuoni Reisen; TUI is excluded from NI CAGR peer group as net income decreased during that period • CAGR for International comps is based on 2009–2011
Valuation Considerations Proposed Valuation vs. International Comps (4) Price to 2009 Earnings Proposed Valuation vs. Selected Retail Comps Price to LTM Earnings Relative to Comparable Companies (1) (2) Proposed Valuation vs. Indices (3) Price to LTM Earnings Proposed Valuation vs. Recent IPOs Price to LTM Earnings at IPO • ATG’s proposed mid-point valuation of SAR 47.24,with consideration for its operational performancevis-à-vis the exhibited benchmarks is supported by • Discount to comparable Saudi Retail Comps and Tadawul on an LTM basis • Lower than previous IPOs valuation levels • Supported by net income growth and returnson capital • Notes • Saudi Retail comps consist of the following companies: Al Othaim Markets, Fawaz Al Hokair & Co., and Aldrees Petroleum • International comps consists of the following companies: TUI Travel, Thomas Cook, and Kuoni Reisen • ATG’s P/E is based on midrange price of SAR 47.24 per share; International Comps consists of the median 2008 PE • We have disregarded the ’09E P/E ratio of the Kuoni of 31.4x as we considered it as an outlier
Private Placement Return on Investment for Private Placement Shareholders Total Return = 414% CAGR= 39% Return on Investment for Private Placement Shareholders • In November 2004, the founding shareholders of Al Tayyar sold 40% of the Company through a private placement • SAR 9.1 per share (1) (2) • Market Value of the offering was SAR 290 MM (Total shares * 40% = 32 MM shares) • Allocation of shares was on 31 December 2004 • At the lowest range of the IPO valuation (SAR 45), investors who participated in the private placement would have an absolute total return of 407% or a compound annual growth rate (CAGR) of 39% • SAR 45 per share • 40% of the Group equals SAR 1,440 MM • Total dividends received by private placement shareholders is SAR 52 MM • The management of Al Tayyar believes it will continue to deliver strong growth to its shareholders SAR MM • Note • Number of shares adjusted for overall market par value split in 2006 form SAR 50 to SAR 10 (SAR242/5 = SAR 48.4) • Adjusted for stock dividends since the private placement (290/32 = SAR 9.1)
Indicative Transaction Timeline 6 Feb 8 Feb 13 Feb 17 Feb 21 Feb 22 Feb 28 Feb 07 March • Roadshow Presentation • Data Room Access Open • Books Open for Institutional Bidding at (8:00 am) • Deadline for Submitting Institutional Bid Forms at (12:00 pm) • Sending Allocation Notification to Institutional Investors • Beginning of Fund Remittance by Institutional Investors • Deadline for Fund Remittance by Institutional Investors at 1:00 pm • Announcement of Allocation and Refund
Institutional Offering Application Form • Important information required • Number of unit holders of each fund • Assets under management of each fund • Tadawul account number for each fund • Commercial Registration • Signature of Authorised Person