Acquisition of DTZ Monday, 5 December 2011
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Transaction overview • UGL has acquired the trading operations of DTZ for £77.5 million (A$119 million¹) from the Transaction Administrator of DTZ highlights • Another key step in UGL’s journey to become the world leader in global property services • Global real estate services company with a strong brand and operations throughout Asia, the UK, Europe, Middle East and the Americas • Long-term, trusted service provider with its beginnings in 1784 DTZ overview • Leading market position in China and top 5 in the UK property services market² • Best in class valuation, research and investment management capabilities • Over 4,700 permanent employees in 145 cities across 43 countries • Combined annual revenue of A$5.1 billion Impact on • Approaching 53,000 personnel, including contractors worldwide UGL • Operating across approximately 240 offices in 43 countries • One of the broadest vertically integrated property services offerings globally • Expected to be marginally earnings per share3 accretive from FY2012 and growing strongly Financial thereafter impact • 100% debt funded with new debt facilities ¹ Assumes A$:£ exchange rate of 0.652 as at 2 December 2011 2 Top Agents 2011 Survey, Estates Gazette, 24 September 2011 3 Excluding non-recurring items 2
Strategic rationale Increased exposure to high growth markets in Asia, especially China, India and Singapore Enhances UGL’s ability to provide an integrated end-to-end service offering to clients globally and to global clients seeking a single solutions provider Expanded geographic footprint covering the UK, Europe and Asian markets Iconic brand with reputation for service excellence across a blue chip client base Continued trend to outsource and globalisation of clients creating favourable industry dynamics and significant opportunities for growth 3
Complementary platform UGL Services DTZ • Broad based corporate real estate services capability • Predominantly facilities management services • Additional real estate services include: • Limited CRE services Service offering • Client base of blue chip corporates + — Investment & Asset Management and government agencies — Consulting & Research • Client base of blue chip corporates and government agencies Geographic footprint • Predominantly North America and Asia + • Predominantly Asia, UK and Europe Employee Base • 35,000 employees, including contractors + • 4,700 permanent employees 4
Service offering DTZ’s capabilities range across the full spectrum of corporate real estate services Occupational Investment & Professional Investment Consulting & & Development Valuation Asset Services Agency Research Markets Management • Advice and • Property and • Valuation, appraisal • Advice on the sale, • Working in • Consultancy transaction facilities and due diligence acquisition and partnership with services for public execution on behalf management services funding of real clients to achieve and private sector of landlords and estate their specific risk / clients developers • Project return objectives management and from their property • Delivery of complex • Management of building consultancy portfolios development and changing services regeneration accommodation projects requirements on behalf of occupiers • DTZ Research provides insight and analysis into today’s global real estate markets Source: DTZ 2011 Annual Report 5
Geographic footprint DTZ operates in 145 cities across 43 countries UK & Ireland The Americas 2 countries 16 cities 2 countries 1,400 employees Asia Pacific 21 cities 200 employees 10 countries 36 cities 2,150 employees CEMEA 29 countries 72 cities 950 employees DTZ Operations Source: DTZ 2011 Annual Report ¹ CEMEA includes Central Europe, the Middle East and Africa 6
Earnings breakdown DTZ is diversified across multiple service lines and geographies Revenue by Service Revenue by Geography Investment & Asset Management The Americas Consulting & Research 5% 6% 5% Investment Agency 11% Occupational & Development Markets UK & Ireland Asia Pacific 35% 38% 31% Valuation 18% CEMEA Professional Services 25% 26% Total FY 2011: £341m Source: DTZ 2011 Annual Report. Based on fiscal year ended 30 April 2011 7
Strategic initiatives UGL has identified a number of strategic initiatives to drive performance and growth Increased focus on high-growth integrated end-to-end corporate solutions mandates Continued investment in China and broader Asian business to solidify leading market position Leverage cross-selling opportunities across services and regions Investment in technology systems to drive cost savings and enhance service capability Expand Investment & Asset Management business into Asia and the Americas 8
Integration plan UGL has a strong track record of successfully integrating acquisitions • Integration through a staged approach with initial transition period of 100 days Integration - Model successfully adopted by UGL in past acquisitions • Combined businesses to be led by Robert Shibuya, Group President UGL Management Services and headquartered in Los Angeles • Key existing DTZ management team committed to UGL 9
Impact on UGL Acquisition builds scale in UGL’s property services business and enhances UGL’s geographic footprint Pro forma FY2011 revenue by division Pro-forma FY2011 revenue by geography 1 Asia EMEA 9% 7% Resources 18% Americas Property Services 19% 37% Rail 24% Australia 65% Infrastructure 21% Total FY2011: A$5.1bn Source: UGL 2011 Annual Report, DTZ 2011 Annual Report. Based on UGL fiscal year ending June and DTZ fiscal year ending April. Average April 2011 year ending A$:£ exchange rate of 0.611 10 1 EMEA refers to Europe, the Middle East and Africa
Impact on UGL Services Acquisition expands UGL’s CRE capability and significantly enhances UGL’s geographic footprint in property services Pro-forma FY2011 revenue by service Pro-forma FY2011 revenue by geography 1 EMEA CRE 19% 28% Americas 51% Asia Pacific Facilities Management 30% 72% Total FY2011: A$1.9bn Source: UGL 2011 Annual Report, DTZ 2011 Annual Report. Based on UGL fiscal year ending June and DTZ fiscal year ending April. Average April 2011 year ending A$:£ exchange rate of 0.611 11 1 EMEA refers to Europe, the Middle East and Africa
People Combined UGL workforce approaching 53,000 people including nearly 40,000 people in property services Pro-forma people by division – UGL Pro-forma people by geography – UGL Services Resources EMEA1 12% 4% Rail 5% Infrastructure Asia Pacific 5% 29% Property Services Americas 78% 67% Total of 52,500 employees, including contractors Source: UGL management, DTZ 2011 Annual Report 12 1 EMEA refers to Europe, the Middle East and Africa
Financial impact and funding Acquisition expected to be accretive1 from FY2012 with conservative gearing maintained • Acquisition expected to be marginally earnings per share1 accretive from FY2012, growing more strongly thereafter • 100% debt funded with new debt facilities • Pro-forma leverage and gearing ratios still maintained at conservative levels Pre-acquisition Pro-forma acquisition Net debt as at 30-Jun-2011 $178m $317m Net debt / (net debt + equity) 13.2% 21.4% Net debt / EBITDA 0.6x 1.0x 1 Excluding non-recurring items 13
UGL’s property services journey DTZ is a key step in UGL’s journey as the emerging leader in global property services 1998: UGL acquires Kilpatrick Green 2002: UGL acquires KFPW 2005: UGL acquires Premas expanding into Asia 2006: UGL acquires Equis establishing a presence in the US and India 2007: UGL acquires Unicco expanding into facilities management in North America 2011: UGL acquires DTZ completing its global footprint and integrated property services offering 14
Important notice This presentation and any oral presentation accompanying it: • is not an offer, invitation, inducement or recommendation to purchase or subscribe for any securities in UGL Limited (“UGL”) or to retain any securities currently held; • is for information purposes only, is in summary form and does not purport to be complete; • is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor, potential investor or any other person. Such persons should consider seeking independent financial advice depending on their specific investment objectives, financial situation or needs when deciding if an investment is appropriate or varying any investment; • may contain forward looking statements. Any forward looking statements are not guarantees of future performance. Any forward looking statements have been prepared on the basis of a number of assumptions which may prove to be incorrect or involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of UGL, which may cause actual results, performance or achievements to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Any forward looking statement reflects views held only as of the date of this presentation. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, UGL does not undertake any obligation to publicly update or revise any of the forward looking statements or any change in events, conditions or circumstances on which any such statement is based. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation and any oral presentation accompanying it. To the maximum extent permitted by law, UGL and its related bodies corporate, and their respective directors, officers, employees, agents and advisers, disclaim and exclude all liability (including, without limitation, any liability arising from fault or negligence) for any loss, damage, claim, demand, cost and expense of whatever nature arising in any way out of or in connection with this presentation and any oral presentation accompanying it, including any error or omission therefrom, or otherwise arising in connection with any reliance by any person on any part of this presentation and any oral presentation accompanying it. 15
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