Adamas Finance Asia Limited - Investor Presentation 2019
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Adamas Finance Asia Limited Investor Presentation 2019 The London listed company focused on providing shareholders with attractive uncorrelated risk adjusted returns from a diversified portfolio of pan-Asian investments
Disclaimer This Document comprises an institutional presentation (the “Presentation”) which has been prepared by and is the sole responsibility of Adamas Finance Asia Limited (the “Company”). The content of this Presentation has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000, as amended (“FSMA”). Reliance on this Presentation for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. This Presentation does not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for any securities nor shall it or any part of it form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever or constitute an invitation or inducement to engage in investment activity under section 21 of FSMA. Notwithstanding the above, in the United Kingdom, this Presentation is only being given to persons reasonably believed by the Company to be investment professionals within the meaning of paragraph (5) of Article 19 of the FMSA (Financial Promotion) Order 2005 (SI 2005/1529) (“FMSA Order”) or to be high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49 of the FMSA Order or to be persons to whom it may otherwise be lawful to distribute it. If you are not such a person (i) you should not have received this Presentation and (ii) please return this Presentation to the Company's registered office as soon as possible and take no other action. By accepting this Presentation the recipient represents and warrants that they are a person who falls within the above description of persons entitled to receive this Presentation. This Presentation and its contents are confidential. It must not be distributed or passed on, directly or indirectly, to any other person or class of persons. This Presentation is being supplied to you solely for your information and may not be reproduced, further distributed or published in whole or in part by any other person and under no circumstances should persons of any other description rely or act upon the contents of this Presentation. No representation or warranty, expressed or implied, is made or given by or on behalf of the Company or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of the directors, officers or employees of any such person as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability is accepted by any person for such information or opinions. No person has been authorised to give any information or make any representations other than those contained in this Presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorised. The contents of this Presentation are not to be construed as legal, financial or tax advice. The Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. Neither this Presentation nor any copy of it may be taken or transmitted into the United States of America or its territories or possessions (the “United States”), or distributed, directly or indirectly, in the United States, or to any U.S Person as defined in Regulation S under the United States Of America Securities Act 1933, as amended, including U.S resident corporations or other entities organised under the laws of the United States or any state thereof or non-U.S branches or agencies of such corporations or entities. Neither this Presentation nor any copy of it may be taken or transmitted into or distributed in Canada, Australia, Japan, South Africa or the Republic of Ireland, or any other jurisdiction which prohibits the same except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States or other national securities law. Information contained in this Presentation may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's business) are forward-looking statements. Such forward-looking statements are based on a number of assumptions regarding the Company's present and future business strategies and the environment in which the Company expects to operate in future. Actual results may vary materially from the results anticipated by these forward-looking statements as a result of a variety of factors. These forward-looking statements speak only as to the date of this Presentation and cannot be relied upon as a guide to future performance. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this Presentation to reflect any changes in its expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. 2
Contents Contents • Company Overview • Compelling Investment Case • Differentiation and Added Value Across Three Areas • Investment Manager Expertise: Harmony Capital • Significant Market Opportunity • Asian SME Demand for Growth Financing • Sourcing: ADAM’s Established Advantage • Our Investment Process • Our Growth Sector Focus • Our Strategy • Structured Protection • Our Office and Portfolio Footprint • Our Portfolio - Selected Investments • Key Performance Metrics • Investment Pipeline • ADAM: Competitive Advantages & Outlook • Appendix 3
Company Overview London listed company focused on providing shareholders with attractive uncorrelated long term risk adjusted returns Who We Are from a diversified portfolio of pan-Asian investments Provide growth capital and financing to emerging and established Small and Medium Enterprises (SMEs) throughout Strategy Asia, well diversified by national geographies, instruments and asset classes Attractive Income & Dedicated to delivering attractive income and capital growth for shareholders Capital Growth Rigorous due diligence and disciplined risk management, with downside protection through selectively investing in Robust Risk Management assets and proactively managing them Harmony Capital, the investment manager, has an established tracked record of generating excess returns throughout Track Record market cycles across the globe for the past 20+ years, with a focus on Asian special situations for 13+ years Sourcing private opportunities with a strong pipeline of income generation, focusing on growth sectors across Asia, Growth Sector Focus including healthcare, fintech, hospitality, IT and property The four experienced and independent non-executive directors comprising the Company’s Board provide strong Governance governance 4
Compelling Investment Case The London listed company focused on providing shareholders with attractive uncorrelated risk adjusted returns over the Investment Policy short and longer term from a diversified portfolio of pan-Asian investments Discount to NAV The Company’s share price is currently trading at a 66% discount to NAV (as at 30 June 2019) Supportive Majority 66% majority shareholder, supportive long-term holder since 2014 and has not sold any shares Shareholder Future Metal Holdings (44% of ADAM’s last reported NAV), a Chinese dolomite quarry expected to restart production by the Largest Investment end of this year, independently valued at US$42.6m (at 30 June 2019) Established Investment The Company's investment manager, Harmony Capital, seeks to capitalise on its team’s established investment expertise and Expertise and Networks broad networks and offices across Asia, with rigorous diligence and disciplined risk management Over 250 million Asian SMEs with limited access to traditional bank financing, US$2.7 trillion funding gap (IFC), leading to Market Opportunity significant opportunities to deploy capital selectively in this vital segment of the economy Harmony Capital: established track record of successfully executing and exiting investments throughout market cycles; Established Advantage continuing to create strong pipeline of attractive income generating assets with capital growth potential for shareholders 5
Differentiation and Added Value Across Three Key Areas Robust Risk Management Process Experienced ▪ Investment manager has +6 dedicated employees in operations and ▪ Established, value-oriented, income focused pan-Asian SME risk management investor ▪ Offices: London, Hong Kong & Singapore, on-the-ground local teams ▪ Senior investment team averages +20 years of relevant experience ▪ Supplement traditional risk management with advanced portfolio ▪ Complementary skill sets and deep industry expertise analytical tools ▪ History of generating excess returns throughout market cycles. ▪ Proactive rigorous diligence & disciplined risk management ▪ Extensive financial structuring experience with significant downside processes protection from investments ▪ Evaluate risk across both portfolio and individual ▪ Established ability to successfully execute and exit investments investment/growth capital data ▪ Track growth capital-level performance across life of investment Diverse Portfolio and Pipeline of Attractive Investments ▪ Portfolio of seven investments across four countries ▪ Proactive and selective sourcing of deals with teams that have the talent, passion and grit to succeed ▪ Non-sponsored, self-originated and primarily private investments ▪ Investments typically structured with over collateralisation and credit enhancements to minimise risk of loss ▪ Well-structured and downside-protected investments 6
Investment Manager Expertise: Harmony Capital The Company’s investment manager is Harmony Capital, an established private capital manager with offices in London, Hong Kong and Singapore that has a history of generating excess returns throughout market cycles. 24 Years of Professional Experience Through rigorous diligence and disciplined risk management, Prior to founding Harmony Capital, Suresh worked for Bank Harmony Capital is dedicated to delivering attractive income and of America, Merrill Lynch, Mizuho International Plc and capital growth for shareholders with significant downside protection through selectively investing in assets and proactively Tikehau Capital. managing them. Since being established by Suresh Withana in 2005, Harmony Capital managed a private pan-Asian focused SME fund for sophisticated investors diversified geographically and including Asian Institutional Investors, North American Pension Plans and Family Offices – the fund invested in middle-market companies 13 in South East Asia, China and Australia. Years of Pan-Asian Investing Experience Harmony Investment Fund I c.USD270MM Asia Portfolio 10 Yr Life Positive Returns Mizuho International Plc c.USD450MM Global Portfolio 3 Yr Life Positive Returns 7
Significant Market Opportunity There is a funding gap of c.US$3 trillion across Asia SMEs1 Opportunity Asian SMEs are attractive investments with built in collateral and downside protection Demand There are over 270 million Asian SMEs, making up 98% of Asian companies2,3 Market Pan-Asian SME account for 42% of Asia’s GDP and only receive 18.7% of lending via traditional institutions3 Growth Traditional institutions restricted for regulatory and structural reasons; SMEs seek growth capital from alternative finance providers Returns Significant opportunities to invest selectively in high growth SMEs in Asia and proactively managing them 1 MSME Finance Gap – SME Finance Forum (2017) 2 Estimated number of small and medium-sized enterprises worldwide in 2010, by region – Statista (2018) 3 Trade Finance Gaps, Growth and Jobs Survey – Asian Development Bank (2017) 8
Asian SME Demand for Growth Financing ADAM SME Target Features Enterprise Value US$5m-500m ▪ ADAM can invest across the capital structure of SME companies with a strong preference for well-structured and downside- Revenue US$5m-500m protected investments Profitability & Cash Flows Positive EBITDA; Manageable CapEx ▪ As Asian SMEs are increasingly starved of capital, ADAM sees increasing opportunities to negotiate and invest in well structured Restricted access to public markets instruments Limited Financing Sources and traditional bank debt Structured Investments FOR HOW WHY Expansion Capital Convertible Bonds Income + Capital Gains Acquisition Finance & Buyouts High Yielding Secured Loans Downside Protection Bridge Finance Loans + Warrants Return of Capital Re-Finance Preferred Equity Accountability Rescue Finance Governance 9
Sourcing: ADAM’s Established Advantage Historical Asian SME Investments ▪ As an established firm with investment expertise and broad networks and offices across Asia, Harmony Capital has an extensive and deep network of relationships and a robust pipeline in this growing, but fragmented, industry where proprietary relationships are key to gaining access and serve as a powerful filter of opportunities. ▪ Harmony Capital: • has a disciplined deal origination process that has generated more than 30 qualified investment opportunities across Asia over the last 14 years • screens potential portfolio companies based on various criteria including Current Asian SME Investments management growth strategy, robust financials and market opportunity • has extensive reach and ability to meet with management teams, attend conferences and diligence opportunities ▪ Through Harmony Capital’s local offices, it can originate proprietary transactions and negotiate attractive transactions terms directly with companies instead of competing in a wide process. 10
Our Investment Process Harmony Capital follows a multi-phase due diligence process once a potential investment is identified Estimated Enterprise Values of Asian SME US$5m to US$500m Investment Filter Risk Factors Healthcare & Life Sciences, Sector Cyclical Sectors Consumer & Retail, Industrials Expansion Capital, Bridge Special Situations Lack of Adequate Security Finance, Re-finance Strong fit and value-adding Proprietary Access & Origination Shopped Opportunities opportunities Exclusive Opportunities Sustainable Exclusivity Participating via Third Parties Deal structure and exit Negotiation Rushed Timeline evaluation Invest 11
Our Growth Sector Focus While ADAM remains sector agonistic, Harmony Capital has identified certain sectors in Asia that continue to be attractive based on experience in those specific sectors and where the team’s knowledge and contacts are deepest ▪ Supply constraints ▪ Government focus on Clean Energy Energy and Resources ▪ Asia is a global manufacturing hub ▪ Growing middle class ▪ Local consumer drives demand Industrials Consumer & ▪ Demand for luxury goods, services and experiences Leisure ▪ Healthcare Aging population & Life Adamas Internet & ▪ Internet proliferation continues ▪ Medical tourism Sciences Finance Asia Technology ▪ Fintech disrupting financial sector Property Education ▪ Significant share of household spending ▪ Hard asset backing ▪ Increased demand for private education ▪ Assessable income stream Food and Agriculture ▪ Increased protein consumption ▪ Reduced supply of arable land 12
Our Strategy Our flexible investment policy enables us to evaluate opportunities across a spectrum of complexity To meet short term liquidity needs Bridge Finance Acquisition Typically for To provide Finance & Re-finance inorganic growth re-financing needs Buyouts To rehabilitate Typically for Expansion Asian Rescue good firms in organic growth Capital SME Sector Finance distressed situations 13
Structured Protection Investing across the capital structure of pan-Asian SME companies but with a preference for well-structured and downside-protected investments As Asian SMEs are increasingly starved of capital, we see increasing opportunities to negotiate and invest in structured instruments Income + Capital Gains Security & Downside Amortisation & Early Protection Return of Capital Convertible Bond + Loan + Warrants/Royalties Covenants Structured Instruments Board/Monitoring Covenants Provide Hybrid Rights Ability to Influence Preferred Equity + Secured Loan Governance 14
Our Office and Portfolio Footprint The United Kingdom Japan Portfolio Diversification China 3.8% 5.6% 2.5% China 2.3% Hong Kong Vietnam Hong Kong Malaysia Singapore Japan Singapore 27.8% Indonesia 58.0% Receivable Key Cash Investment Exposure Office Location 15
Our Portfolio - Selected Investments Domicile: Japan Domicile: Singapore Property Sector: Lodging and Leisure Healthcare & Life Sciences Sector: Healthcare Carrying Carrying US$2.4m US$2.2m Value: Value: Quarterly and Annual Board Seat Reporting Monthly Governance: Quarterly and Annual Governance: Interaction with Reporting Management Secured Loan + Investment Convertible Bond Investment Warrants Type: Type: (Two Tranche Portfolio 2.3% Investment) Attribution: Infinity Capital Group Portfolio DocDoc Interest A Developer of Premium Residential Projects 2.5% A Leader in Asian Clinical Informatics & Patient Empowerment 8.0% PIK Attribution: Rate: 2018 ADAM invested in Infinity Capital Group, the Interest 17.5% p.a. payable semi- 2018 ADAM invested in DocDoc, the leading Pan-Asian Not Publicly Conversion: Disclosed developer of a high-end development project in Niseko, Rate: annually in cash virtual network of physicians, clinics and hospitals assisting Not Publicly Japan – a world-class skiing destination. Security: 1st Ranking Asset Pledge patients in finding the highest quality of medical care at the Security: Disclosed 2024, Repayment at best prices Target Exit: Maturity Target Exit: IPO, Trade Sale etc. An attractive transaction: An attractive transaction: ✓ Ability to benefit from the rising popularity of winter tourism in Niseko, Japan due to its reputation as a ✓ The company’s Artificial Intelligence (“AI”) powered doctor discovery system enables patients to find world-class ski destination and its proximity to major Asian cities. their optimum care provider, screening by criteria such as outcome, experience and cost. ✓ Investment proceeds are secured against significant collateral with a conservative ‘Loan to Value’ ratio. ✓ Its network of 23,000 doctors, 685 clinics and 108 hospitals across 8 countries in Asia is believed to be ✓ We believe that the high-end residential developments of Infinity Capital Group will appeal to Asia’s the largest of its kind. prospering middle class as their propensity to spend on luxury goods and travel increases. ✓ Contracts have been signed with leading health insurance providers in China and in Singapore to partner in offering the company’s service to policyholders. This investment provides ADAM exposure to the rapidly growing Asian winter tourism market and This investment enables ADAM to take a significant step into the growing clinical informatics sector further diversifies its portfolio. which is disrupting the traditional healthcare landscape. 16
Our Portfolio - Selected Investments Domicile: Hong Kong Domicile: China Consumer & Retail Sector: Food & Beverage Energy and Resources Sector: Metals & Mining Carrying Carrying US$26.9m US$42.6m Value: Value: Quarterly and Annual Quarterly and Governance: Reporting Governance: Annual Reporting Investment Investment Equity and Convertible Bond Type: Type: Shareholder Loans Portfolio Portfolio 27.8% Future Metal Holdings Limited Attribution: 44.1% Chinese Dolomite Mine Attribution: 3.0% Cash Payable Interest Rate: Quarterly and 2.0% PIK Interest Not Publicly Fook Lam Moon (“FLM”) 2014 ADAM is the major shareholder of Future Metal Disclosed Discount Rate Not Rate: A 70 Year Veteran and Leader in Hong Kong’s Food and Beverage Sector Conversion: Publicly Disclosed Holdings Limited (“Future Metal”), which wholly owns a Not Publicly large open pit dolomite mine (the “Mine”) in Linfen City, Security: Disclosed 2018 Convertible bond issued to ADAM by a high-end Security: Negative Pledge Shanxi Province, China Target Exit: IPO, Trade Sale etc. Hong Kong-based food and beverage business. Target Exit: IPO, Trade Sale etc. An attractive transaction: An attractive transaction: ✓ The Mine is positioned to capture the growth of the magnesium market in China, as dolomite is one of ✓ ADAM secured the Convertible Bond in FLM in exchange for certain assets of its legacy portfolio. the key ingredients in magnesium pyrometallurgy and with a wide range of applications. ✓ Fook Lam Moon is engaged in the operation of high-end Chinese restaurants and F&B management. ✓ The Mine is strategically located with convenient access points to maximise operational efficiency. ✓ It is long established as the premier brand for fine Cantonese cuisine in Hong Kong with its 70 year ✓ It has successfully renewed its Mining Licence in August 2018. history, renowned both locally and internationally. ✓ An onsite team including a mine manager were appointed by Harmony Capital to oversee operations at ✓ This investment is directly in-line with ADAM’s strategy to generate capital gain from exposure to value the site. The team are responsible for bringing the Mine back into production in H2,2019. accretive businesses and investment instruments across Asia. Delivering exposure to exciting growth businesses in Asia while aiming to provide a secure income This investment enables ADAM to participate in the long term growth of a mineral asset producer in yield for ADAM. one of world’s largest emerging markets. 17
Key Performance Metrics ▪ 2019 Interim NAV remained stable at US$96.7m (1H 2018: US$95.0m) ▪ US$2m invested in Infinity Capital Group ▪ 2019 Interim income of US$1.2m generated from the portfolio (1H ▪ Proactive measures taken to improve liquidity of shares such 2018: US$0.05) as a US$0.5m Share Buyback Programme ▪ Net loss of US$0.2m (1H 2018: US$1.4m) ▪ 2019 Interim cash of US$5.4m (1H 2018: US$8.8m) ▪ 2019 Interim NAV of US$1.10 (1H 2018: US$1.17) Net Asset Value Interest Income +26% 120.0 FY2016 1.4 95.0 96.7 1.2 100.0 93.6 93.0 1.2 76.8 80.0 1.0 60.0 0.8 0.6 40.0 0.4 0.4 20.0 0.2 0.1 0.0 0.0 Interim 2017 FY2017 Interim 2018 FY2018 Interim 2019 Interim 2017 FY2017 Interim 2018 FY2018 Interim 2019 18
Investment Pipeline Disciplined approach to new investment opportunities in growth sector where Harmony Capital has expertise Prospect Sector Geography Use of proceeds Investment Type Interest Rate Target IRR Target Exit Date Exit Strategy 2-Tranche 1 Healthcare Australia Expansion into Asia Secured 12-16% 20-30% 2024 IPO/Trade Sale Convertible Bond Business Expansion 2 Travel & Leisure Singapore Convertible Bond 12-16% 30-40% 2023 IPO/Trade Sale across Asia Business Expansion Secured IPO/Trade Sale 3 Consumer India 12-16% 20-30% 2024 into SE Asia Convertible Bond Business Expansion Secured IPO/Trade Sale 4 Fintech Hong Kong 14-18% 25-30% 2025 across Asia Convertible Bond Acquisition Secured Trade 5 Leisure & Lodging Singapore 15-20% 25-30% 2025 Financing Convertible Bond Sale/Refinancing Secured Trade Sale/ 5 F&B Singapore Domestic Expansion 12-16% 25-30% 2025 Convertible Bond Refinancing 19
ADAM: Competitive Advantages & Outlook Asian Investing Expertise Investment Approach Deal Sourcing • Offices in London, Hong Kong, • Provides growth capital with a focus on • Proprietary relationships with Singapore with on the ground local capital gain and income generation companies and sell-side brokers teams • Selectively financing both emerging and • Extensive reach and ability to meet • Expertise investing in private established businesses across various with management teams companies, often unable to access growth sectors across Asia traditional sources of capital Dedicated Team with Strong Risk Management Single Solution Experience • Detailed and through due diligence • Able to execute transactions • Cycle-tested team with a mixture process undertaken across the capital structure of buy-side experience • Provides proactive management • Can provide exposure to European • Over a decade of executing and throughout the life of an investment using and Asian markets through our manging investments across data analytics and customised risk tools offices jurisdictions 20
Appendix • Key Terms • Financials • Our Portfolio • The Board 21
Key Terms Adamas Finance Asia Limited Issuer: (ADAM.LN) Structure: Permanent Capital Vehicle The London Stock Exchange, Alternative Investment Market: Market Harmony Capital Investors Limited, with three year Investment Manager: term from May 2017 Current Share Capital: 87,896,265 Valuation: Yearly Audited Valuation Comprises of four experienced non-executive Independent Board: directors 1.75% of NAV Payable Semi-Annually, plus 20% of Any Year on Year Increase in Audited NAV, subject to High Management Fee: Water Mark and the Hurdle. Payable in cash and shares. WH Ireland Limited (Nominated Advisor) Pello Capital Limited (Corporate Broker) Advisors: Locke Lord (UK) LLP (Legal Advisor) Crowe UK LLP (Auditor) Maitland/AMO (Media and Communications Advisor) 22
Financials Adamas Finance Asia Limited Consolidated Statement of Financial Position As at 30 June 2019 30 June 30 June 2019 2018 Unaudited Unaudited US$’000 US$’000 Assets Unquoted financial assets at fair value through profit or loss 58,199 80,560 Loans and other receivables 33,258 6,556 Cash and cash equivalents 5,375 9,786 Total assets 96,752 96,902 Liabilities Other payables and accruals 231 1,896 Total liabilities 231 1,896 Net assets 96,521 95,006 Equity and reserves Share capital 137,684 132,302 Share based payment reserve 2,555 4,201 Accumulated losses (43,718) (41,497) Total equity and reserves attributable to owners of the parent 96,521 95,006 No. of shares 87,896,265 81,064,373 NAV per share ('US$) 1.10 1.17 23
Our Portfolio An AIM-quoted company targeting delivery of income and capital gain from a diversified mix of pan-Asian investments in the SME Sector US$96.7m DocDoc 2.2 ICG 2.4 Infinity Capital Group (“ICG”) – A senior secured loan investment in a real estate developer of Receivable 3.7 luxury residential properties in one of Asia’s premier ski destination – Niseko, Japan. Cash 5.4 DocDoc - In March 2018, ADAM invested in DocDoc, a leading pan-Asian virtual network of Fook Lam 26.9 physicians, clinics and hospitals assisting patients in finding the highest quality of medical care at Moon the best prices. Fook Lam Moon - A convertible bond issued to ADAM by a high-end Hong Kong-based food and beverage business. FMH 42.6 Future Metal Holdings - ADAM is the majority shareholder of Future Metal Holdings, which wholly owns the largest magnesium dolomite quarry in Shanxi Province, China. Legacy Investments - ADAM’s Legacy Investments include our Limited Partnership Interest in the Greater China Credit Fund and our investment in Meize Energy Industrial Holdings. Legacy 13.5 Investments 30 June 2019 24
The Board John Croft John Croft is an experienced director of AIM-quoted companies and has previously worked in executive and non-executive Non-executive Chairman capacities with a number of fast growth companies in the technology and financial services sectors. Hugh Trenchard Hugh Trenchard began his career at Kleinwort Benson in 1973 and has more than 40 years' experience in investment Non-executive Director banking, including 35 years of involvement with Japan and 12 of them as a resident. Stuart Crocker Stuart Crocker started his career in banking at Merrill Lynch after leaving the British Army in 1985. He is a Founding Non-executive Director Member of the English Business Council in Dubai where he currently resides. Dr. Lee George Lam Dr. Lee George Lam is the Chairman of Hong Kong Cyberport Management Company Limited and the Non-Executive Non-executive Director Chairman of Macquarie Bank’s Infrastructure and Real Assets business in the Hong Kong and ASEAN region. 25
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