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March 2008
Dragon Capital Highlights
f Dragon
Capital is Ukraine’s largest securities brokerage, investment banking, private equity and asset
management firm, offering a full range of services to institutional, corporate and private clients across the globe
f Established
E t bli h di 2000,
in 2000 the
th company exists
i t as an independent
i d d t partnership
t hi controlled
t ll d by
b management,
t with
ith a
minority stake held by Goldman Sachs
f Dragon Capital has more than 130 of the nation’s most talented investment and research professionals offering
in‐depth knowledge of all major sectors of the local economy and the international investment community
f Five‐time winner of the coveted Euromoney award for “Best Equity House in Ukraine” (2002, 2004‐07)
INVESTMENT BANKING
More than 50 completed ECM and M&A transactions, including 23 IPOs and private placements for Ukrainian
companies raising in excess of $1bn
BROKERAGE AND RESEARCH
Dragon Capital is the largest broker on the Ukrainian stock market, with approximately 30% market share over
the past three years and ranked as the #1 broker on the PFTS by volume over 1996‐2007
ASSET MANAGEMENT
More than $1bn under management in a diverse mix of products that includes the London AIM‐listed Dragon‐
Ukrainian Properties & Development plc, offshore investment funds, land acquisition vehicles and local mutual
and pension funds
PRINCIPAL INVESTMENTS
A lucrative portfolio of investments focused on DIY retail and real estate
2
Business Units Overview
Investment Banking Brokerage and Research Principal Investments Asset Management
One of Eastern Europe’s leading investment firms The country’s leading global distribution platform
f Dragon Capital
D C i l hash b
become k
known as Ukraine’s
Uk i ’ leading
l di f Dragon Capitall offers
ff its clients
l unmatched
h d access to the
h
investment house by building a solid reputation for integrity, international investment community, with distribution in the
client focus, hard work and professionalism United States, Great Britain and Ukraine
f In 2002, Dragon Capital established a representative office in f An agreement with Auerbach, Grayson & Company of New York
the Czech Republic in order to expand its successful M&A g the onlyy Ukrainian investment bank with access
makes Dragon
advisory business to Central Europe and to promote investment to a wide range of U.S. institutional investors
opportunities in Ukraine to multinationals operating in the CEE
f The company’s growing international reputation means London,
f Influential local business magazine Komp@nion named Dragon New York and other financial circles look to Dragon as the
Capital to its list of “10 Companies That Inspire” for 2007 leader on Ukraine’s financial markets and as one of the most
dynamic and successful investment banks in the region
3
INVESTMENT BANKING
4
Across the Board Dominance
Ukraine’s top investment bank Transaction highlights (2007)
f Dragon Capital has successfully raised equity and debt for some
g
of the highest profile names in major
p j sectors of the local
economy:
• #7‐ranked Nadra Bank
• #1‐ranked insurance company Oranta
• Top nationwide grocers Furshet and Velyka Kyshenya
• The nation
nation’ss top sugar producer,
producer UkrRos
• World‐renowned engine manufacturer Motor Sich
• Ukraine’s only public media holding, KP Media
f Dragon has also completed buy‐ and sell‐side M&A deals for a
variety of local and western clients, including Austrian Erste Bank,
Piraeus Bank of Greece and Ukrinbank (to Israel’s Bank Hapoalim)
5
ECM Market Leadership
The Ukrainian equity market Top ten equity deals on the Ukrainian market in 2007 (by deal size)
# Date Company Sector Deal1 Total ($m) Listing Market
f Ukrainian companies raised a record $1.8bn via IPOs and private
1 Jun‐07 Ferrexpo Metallurgy IPO 420 London SE
placements in 2007 – up from under $0.5bn in 2006. In all, 20
2 Nov‐07 Kernel Group Agriculture IPO 218 Warsaw SE
new companies entered the public market: in agriculture, real
3 J 07
Jun‐07 DUPD R lE t t
Real Estate IPO 208 L d AIM
London AIM
estate, insurance, machine‐building and pharmaceuticals
4 Dec‐07 Kyiv‐Donbas Real Estate IPO 130 London AIM
f Despite global liquidity tightening, international investors are 5 Nov‐07 Landkom Int’l. Agriculture IPO 111 London AIM
increasingly focused on Ukrainian corporates. New equity 6 May‐07 TMM Real Estate PP 105 Frankfurt SE
capital in 2007 gave rise to the largest investment banking deals 7 Nov‐07 DUPD Real Estate SPO 100 London AIM
in Ukraine’s history, including its largest real estate deal: the 8 May‐07
y IMB Group
p Bankingg PP 100 Vienna SE
$
$208m IPO for
f Dragon‐Ukrainian Properties & Development on 9 May‐07 Karavan Real Estate PP 55 Not listed
AIM in June (with a secondary offering of $100m in November) 10 Oct‐07 Darnytsia Pharmaceuticals PP 48 Frankfurt SE
f The 2008 deal pipeline looks to be even more impressive, with IPO: Initial Public Offering; SPO: Secondary Public Offering; PP: Private Placement
Deals by Dragon Capital highlighted in green
many more IPOs, SPOs and anticipated international listings for
Sources: News reports and other publicly available sources
major domestic industrial groups SCM and Interpipe
Total deals in Ukraine over 2005‐08 (IPO/private placements) Total new equity capital raised in Ukraine (2005‐08)
25 Dragon Capital 1200 Dragon Capital
23
Concorde Capital
1000 JPMorgan/Deutsche Bank
g /
20
Concorde
RenCap
Capital 800
15 14 ING Bank
HSBC
600
Others
10
Others
400
ING Bank 6
4 RenCap Deutsche
5
2 JPMorgan Bank HSBC 200
1 1 1
0 0
2005 1Q06
1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07 1Q08
Source: news reports and other publicly available sources Source: news reports and other publicly available sources
6
Strong Post-placement Support
Post‐IPO/private placement share price growth (as at 21 March 2008)
80%
75%
70%
59%
60%
55%
50%
41%
40%
36%
32% 33%
30%
20%
15%
13%
10%
0%
KP Media Laona VK Dev't Furshet Motor Sich Nadra LuAZ Rodovid IMB
Dragon Capital’s brokerage and research division offers proven support to sustain a high growth rate for share
prices post‐IPO/private placement. This support provides excellent opportunities for attracting additional
funds in the future and exit opportunities for shareholders
7
VALUATION METHODS
8
Valuation Methods
Based on DCF analysis Based on peer analysis Based on historical deals
9 Takes into account future growth
Takes into account future growth 9 Easy to implement and understand
Easy to implement and understand 9 Good for valuing controlling stakes
Good for valuing controlling stakes
9 To some extent disregards the
company’s long‐term growth prospects
13
Valuation Methods
DCF
Present Value of Forecast Period Free Cash Flows (8,002)
FCF in 2010 ($ mil.) 15,879
FCF Growth Rate Beyond 2010 (%) 3.0%
Discount rate beyond 2010 (%) 12.2%
Terminal Value in 2010 ($ mil.) 172,595
PV of Terminal Value ($ mil.) 97,065
Enterprise Value ($ mil.) 89,064
Net Debt (2006 end; $ mil.) 27,467
Equity Value ($ mil.) 61,596
Current Shares Outstanding
Current Shares Outstanding 10 100
10,100
Equity per Share 6,099
10
Valuation Methods
Peer analysis
In order to determine possible value of the Company when EV/Sales EV/Sales EV/EBITDA EV/EBITDA
Company 2006 2007E 2006 2007E P/E 2007E P/E 2008F
trying to enter international capital markets, the Peers’ Trading
Multiples
p principle
p p can be used. It employs p y the followingg
methodology: Best Buy 0.53 0.48 7.54 6.86 16.51 14.57
Radioshack 0.70 0.78 10.19 7.11 19.01 16.31
I. A group of companies that operate in a similar line of Circuit City 0.14 0.13 6.26 5.34 98.25 26.14
business with that of the company is selected and evaluated. Conn's 0.64 0.59 6.70 1.54 13.56 12.36
II. One should determine the peers’ enterprise value (EV), Rex Stores 0.43 0.63 12.15 n/a 15.67 7.86
Averages (US)
Averages (US) 0 49
0.49 0 52
0.52 8 57
8.57 5 21
5.21 32 60
32.60 15 45
15.45
which
hi h is
i calculated
l l d as market k capitalization
i li i off the
h peer company,
plus indebtedness and minus any cash remaining in the company DSG 0.34 0.32 6.52 5.79 78.45 12.55
accounts. EV = MC + (short term debt + long‐term debt) – (cash Kesa 0.40 0.38 7.06 6.77 15.51 15.08
+ equivalents). The figure received reflects the entire value of Alba 0.37 0.40 n/a 11.76 ‐1.97 12.50
the company, without taking its financing structure into Expert 0.60 0.53 12.88 10.52 21.79 19.20
consideration
consideration. Averages (UK&EU)
Averages (UK&EU) 0.43 0.41 8.82 8.71 28.45 14.83
III. The next step is to obtain financial forecasts for the
company’s main lines of business activity looking several years Yamada Denki 0.80 0.67 17.36 12.50 30.34 21.96
Edion Corporation 0.33 0.28 14.09 n/a 18.36 15.32
ahead. Usually, mean values are taken into consideration,
Kojima 0.22 0.21 n/a 17.63 24.46 21.16
provided by the I/B/E/S (Institutional Brokers' Estimate System), BIC Camera 0.35 0.31 12.11 n/a 16.86 15.84
a system that tracks forecasts of the leading analysts covering K'SS Holdings Corp.
K Holdings Corp. 0.47 0.34 20.86 8.61 19.71 14.67
each company. Best Denki Company 0.37 0.33 24.00 n/a 36.27 31.49
IV. Based on the company’s market capitalization and Joshin Denki Company 0.25 0.24 10.25 n/a 15.88 14.07
estimated value, analysts work out valuation multipliers such as Nojima 0.06 n/a 3.97 n/a 13.99 n/a
EV/Sales, EV/EBITDA and others. Averages (Japan w/o
Nojima) 0.40 0.34 16.44 12.91 23.13 19.22
V. The multiples, once obtained, are applied to the historical
and d estimated
ti t d financial
fi i l forecasts
f t off the
th operating
ti activity
ti it off the
th AVERAGES 0.44 0.42 11.28 8.94 28.06 16.50
company. As a result, the indicative value of the company is
obtained. Suppose the value of all peer companies is 10х EBITDA
2006. Then if the EBITDA of the company being valued equals
$20m, its EV at the moment is $200m. After subtracting the
company’ss bank loans,
company loans we can determine the company
company’ss fair
market value.
11
Valuation Methods
Based on historical transactions
Electrodomesticos Kesa Electricals Strategic Spain Jul‐07 0.49 n/a 7.76 n/a n/a n/a
DBL Distributing Ingram Micro Strategic US Jun‐07 0.32 n/a n/a n/a n/a n/a
Kotsovolos DSG International Strategic Greece May‐07 0.85 0.76 n/a n/a n/a n/a
E
Expert ASA
t ASA A Wilh l
A Wilhelmsen AS
AS Fi
Financial
i l N
Norway M 07
May‐07 0 81
0.81 0 72
0.72 17 46
17.46 14 27
14.27 31 65
31.65 25 88
25.88
Denkodo K'S Holdings Strategic Japan Dec‐06 0.29 n/a 12.68 n/a 25.98 n/a
Shinden Nojima Strategic Japan Oct‐06 0.21 n/a n/a n/a n/a n/a
F‐Group DSG International Strategic Denmark Sep‐06 0.23 n/a n/a n/a n/a n/a
F t it
Fotovista DSG I t
DSG International
ti l Strategic
St t i F
France A 06
Apr‐06 0 75
0.75 n/a
/ n/a
/ n/a
/ n/a
/ n/a
/
Markantalo (Elkjop) DSG International Strategic Finland Jan‐06 0.41 n/a n/a n/a n/a n/a
Target Valuation Multiples (Deals in Developed Markets)
12
IPOs vs. Private Placements
Not listed
Warsaw $471m
Only 17 “real” IPOs to date; $1,507m $742m
raised in total (31.5% of all Ukrainian The “quick
q and easy” y p private
deals to date) placement has been the prevalent
Vienna
f Listings on LSE (incl. AIM) and (technical
choice of Ukrainian companies in
Warsaw Stock Exchange with a listing of warrants) raising equity: 32 deals; $1,481m
wide investor base $1,068m in equity raised
LSE AIM
f Relatively high costs,
costs time and $2,043m
$2 043m f Technical listings on PFTS, or
regulatory requirements other stock exchanges (Vienna
f Ukrainian companies become and Frankfurt), often through
increasingly capable of raising DRs – do not sufficiently
LSE PFTS
equity through a full‐fledged IPO. $2,801m
qualify as a “true” IPO
$420m
Recent examples: f Private placements have given
Private placements have been a prevalent choice for ECM deals in Ukraine so far. We see a
gradual switch to IPOs as companies and investors mature and learn more about each other
gradual switch to IPOs as companies and investors mature and learn more about each other
13
Thank you!
y
14