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ACQUISITION OF TPI 28 April 2006. 2 Disclaimer This communication is made to and directed only at those persons having professional experience in matters.

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Presentation on theme: "ACQUISITION OF TPI 28 April 2006. 2 Disclaimer This communication is made to and directed only at those persons having professional experience in matters."— Presentation transcript:

1 ACQUISITION OF TPI 28 April 2006

2 2 Disclaimer This communication is made to and directed only at those persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19, or a person falling within Article 48(1), Article 49(2)(a) or Article 50(1) of, The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (each a " Relevant Person ") and this communication must not be acted on or relied on by any person who is not a Relevant Person. This communication is confidential and may not be reproduced, redistributed or passed on directly or indirectly to any other person or published in whole or in part for any purpose. No offer, invitation or inducement to acquire shares or other securities in Yell Group plc (“ Yell” ) is being made by or in connection with this communication. No part of this communication should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information communicated in relation to this document is not for publication or distribution in the United States of America, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where such activity is unlawful. The information communication does not constitute an offer of securities for sale in the United States of America. The securities proposed to be offered in Yell pursuant to its cash box placing have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The statements contained in this document, particularly those regarding synergies, divestments, and growth are or may be forward looking statements and reflect management's current analysis and expectations, based on reasonable assumptions and on unaudited TPI management estimates. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from the statements made depending on a variety of factors, including, but not limited to, fluctuation in the level of clients' commercial activity, adverse change in the economic climate, the price of paper, the loss of important intellectual property rights, the level of demand for new technology, a loss of key personnel, the regulatory environment in which Yell and TPI operate and whether Yell and TPI are successfully integrated. We urge you to read the Risk Factors and cautionary language in the annual report on Form 20-F of our subsidiary, Yell Finance B.V., which was filed in June 2005 and is posted on our website, together with our press release and annual reports of Yell Group plc. Yell cannot predict such risks nor can they assess the impact, if any, of such risks on their business or the extent to which any risk, or combination of risks, may cause actual results to differ from those predicted in any forward looking statements. Accordingly, forward looking statements should not be relied upon as a prediction of actual results. Neither Yell, nor any other member of the Yell Group or affiliate, nor any adviser or person acting on their behalf, nor Deutsche Bank AG or Goldman Sachs International (together the " Banks "), shall undertake to revise any forward looking statements, whether as a result of new information future events or otherwise. Neither Yell, nor any other member of the Yell Group or affiliate, nor any adviser or person acting on their behalf, nor the Banks, shall (without prejudice to any liability for fraudulent misrepresentation) have any liability whatsoever for loss however arising, directly or indirectly, from the use of the information communicated in relation to this document. Neither Yell, nor any other member of the Yell Group or affiliate, nor any adviser or person acting on their behalf, nor the Banks, makes any representation or warranty, express or implied, as to the accuracy or completeness of the information communicated in relation to this document.

3 3 Agenda STRATEGIC RATIONALE John Condron, CEO FINANCIAL IMPACT John Davis, CFO

4 STRATEGIC RATIONALE John Condron CEO

5 5 Transaction overview  Agreement with Telefonica to acquire 59.9% of the share capital of TPI by way of an all cash public tender offer valuing TPI equity at €3,069m, with the assumption of €220m of net debt (a) –Yell will launch tender offer for 100% of TPI share capital  Values each TPI share at €8.50 –4.9% discount to the current market price of €8.94 (close of 27 April 2006) –22.3% premium to the 3 month average price of €6.95 per TPI share prior to 18 January 2006 (b)  EV multiple of 15.0x reported year end 31 December 2005 EBITDA  Approvals needed from Spanish antitrust authorities and Yell shareholders  Circa £350m being raised through equity, remainder of transaction financed through debt (a) Net debt estimate at Q1 2006, inclusive of dividend announced of €144.4m to be paid on 5 May 2006 (b) On 18 th January, the Spanish stock market regulator, CNMV, announced the requirement for listed companies, that also allow their controlling units to trade, to divide their businesses to avoid conflicts of interest. This generated rumours of a potential strategic sale by Telefonica of its stake in TPI

6 6 Acquisition rationale Expanding Yell into attractive growth markets Leading position in Spain Powerful brand recognition Good, experienced management Clear opportunities for revenue and profit uplift from “back to basics” strategy High cash conversion EPS accretive in first full year and return on capital in excess of 8.0% by the fourth full year OUTSTANDING OPPORTUNITY

7 7 TPI – a high quality company Print  Leading directory publisher in Spain - estimated market share of 90%  In Spain TPI publishes 182 directory titles (a) with a distribution exceeding 36 million (b) Latin America  Leading market positions in high growth Latin American regions - No 1 in Peru and Chile New media  Directory assistance and Internet products (a) Number of titles published in Spain only. Total of 262 titles including Latin American operations. Source: TPI company data (b) Source: Kelsey Group- Global Yellow Pages 2005

8 8 The Spanish directories opportunity Potential in core Spanish market SpainUKEurope (a) Real GDP growth (b) 3.4%1.8% 1.5% Print usage % (c) 27%65%43% Online penetration % of popn (e) 37%60%49% (a) Defined as average of UK, Germany, France, Italy and Spain (b) Growth rate for 2005; Source: Deutsche Bank economic research (c) Defined as the probability of a representative individual to use Print to look up a business in his/her area – per Kelsey Group report March 2006 (d) Defined as percentage of population with access to directory print publications - per Kelsey Group; Global Yellow Pages 2005 (e) Defined as percentage of population with access to Internet - per Kelsey Group report November 2005 Print penetration % of popn (d) 14%24% 20%

9 9 Opportunity for Yell – grow usage  Build usage – Yellow Pages usage lower than rest of Europe – Spain usage of 27% vs. 65% in UK (a)  Refocus spend in A&P on core products – has historically declined with introduction of new products  Improve comprehensiveness and scoping of directories  Speed up distribution to enhance usage (a) Source: Kelsey Group report March 2006 TRANSFERRAL OF BEST PRACTICE

10 10 Opportunity for Yell – grow customer numbers (a) Defined as percentage of population with access to directory print publications - per Kelsey Group; Global Yellow Pages 2005 Source: TPI and Yell estimates TPI declining customer base – Yellow Pages TRANSFERRAL OF BEST PRACTICE

11 11 Opportunity for Yell – grow ARPA  Grow ARPA pricing - TPI 2005 yellow pages ARPA of €963 vs. average 2004/2005 ARPA in Europe (a) of €1,146 (UK (b) ARPA of €1,794)  Refocus sales force on core products  Reinvest in sales force – recruitment and training –TPI revenue per sales rep 20% lower than the UK  Redesign discounting programme - discounts give away substantial proportion of revenue  Simplify advert range (a)Europe is defined as the average of UK, Germany, France, Italy and Spain (b)Represented by Yell’s UK business, assuming an FX rate €:£ = 1.45 Source: Kelsey Group March 2006 TRANSFERRAL OF BEST PRACTICE

12 12 Internet opportunity Internet penetration (a) Europe defined as average of Switzerland, Denmark, Netherlands, Finland, UK, Germany, Austria, Italy, Belgium, France and Spain Source: Eurostat 2004  Under-penetrated but growing online market  Accelerated unbundling of internet from print, monetising strong internet brand and infrastructure  Review and simplify pricing structure  Incentivisation of sales force and specialised training  Leveraging on experience from yell.com TRANSFERRAL OF BEST PRACTICE

13 13 Latin America  Small but growing business  Latin American assets represent 21% of TPI revenues and 13% of EBITDA  Robust growth and market leading positions  Already de-risked and separately managed  Align with Yell’s best operational, marketing and sales practice

14 14 TPI integration plan  Sharing of best practice led by senior Yell team to re-focus business  Strong track record of US integration and transferral of best practice  Support for strong local management through secondment of Yell people  Expect to be substantially integrated by calendar year end 2007 REALISING THE OPPORTUNITY

15 FINANCIAL IMPACT John Davis CFO

16 16 Financial impact  Accelerated core Spanish Yellow Pages and Internet revenue replacing low yielding non-core revenue over time  TPI 2005A EBITDA margin of 33.7% rising to 40.8% by 2008/2009  Full run rate cost synergies of £15m (€22m) in second full year (2008/2009)  Earnings accretive from first full year (2007/2008)  Return on capital in excess of 8.0% by the fourth full year (a)  Yell Group’s growth characteristics unchanged  90% financed by debt, with leverage below 5.5x net debt / EBITDA in 2006/2007, with rapid de-leveraging thereafter  Capacity to continue to fund US growth  Dividend policy maintained (a) No benefit taken for potential tax amortisation of intangibles and goodwill

17 17 A more diversified group EBITDA (2005/2006) UK 41% US 59% UK 46% US 54% Yell Combined Spain 20% US 41% UK 36% Latam 3% Margin – 30.9%Margin – 31.8% Revenue (2005/2006) YellCombined Spain 17% US 47% UK 33% Latam 3%

18 18 TPI growth potential Revenue - €m 2005A Dec Expected normalised growth 2008E/2009E Expected CAGR (2005A – 2008E) Yellow and White Pages3675.0%3.8% Internet3440.0%29.2% Directory Assistance700.0%6.6% Other474.1%1.0% Total Europe 5156.5%6.0% Latin America 13910.0%11.8% TPI Total654 7.2%7.3% EBITDA margin34%41% Notes: Financials shown in Euros, sourced from Yell estimates. 2005 based on reported number and shows partial year revenues for Italian DA business (mid year market entry) Estimates of March year end financials for TPI based on TPI December year end financials – for comparability to Yell in terms of revenue recognition

19 19 Synergies  €22m (£15m) cost synergies realised by 2008/2009, driven by economies of scale and increased purchasing power, and fully realised from renegotiation of supplier contracts and consolidation of IT operations –operations; paper, print and press (€13m) –IT & order processing (€7m) –head office (€2m) –limited synergies prior to this due to existing contracts run down  Overall cost base held but redirected towards top-line print revenue growth, no additional investment  Additional 4% margin uplift from revenue initiatives

20 20 Financing  Draw down from new £4.65bn fully underwritten senior bank facility –Refinance existing Yell senior bank facility, buyback and redeem high yield bonds –Finance the acquisition of TPI  Equity placing of approximately £350m  Future acquisition headroom (un-utilised revolving credit facility of £400m available) for future US growth opportunities – no limitation to fund growth in Yell North American operations  Attractive rates – low cost of debt

21 21 Summary  Expanding Yell into an alternative growth market  Clear opportunities for revenue and profit uplift  Transferral of best practice  Funding maintains flexibility - supports strategy of growing Yell’s footprint in the US  Maintain dividend policy  Return on capital in excess of 8.0% by the fourth full year AN OUTSTANDING EUROPEAN GROWTH OPPORTUNITY

22 EXPECTED TRANSACTION TIMETABLE

23 23 Expected transaction milestones and timetable to completion Posting of Class 1 Circular and EGM notice for Yell shareholders Mid May 2006 Yell EGM and shareholder approval End May 2006 Spanish antitrust approval clearance anticipated End May 2006 Transaction completion July 2006 Launch of tender offer for outstanding TPI share capital and acceptance period begins Early June 2006 First close of acceptance period Early July 2006 Signing of agreement with TEF and announce transaction 27/28 April 2006

24 24 Investor Relations: Jill Sherratt +44 (0)118 950 6984 www.yellgroup.com Yell, Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT ™Trade mark of Yell Limited


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