Company Presentation 14th November 2017 - Italiaonline
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Disclaimer This presentation contains certain forward-looking statements that reflect the Company’s management’s current views with respect to future events and financial and operational performance of the Company and its subsidiaries. These forward-looking statements are based on Italiaonline S.p.A.’s current expectations and projections about future events. Because these forward-looking statements are subject to risks and uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond the ability of Italiaonline S.p.A. to control or estimate precisely, including changes in the regulatory environment, future market developments, fluctuations in the price, and other risks. You are cautioned not to place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this presentation. Italiaonline S.p.A. does not undertake any obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation. The information contained in this presentation does not purport to be comprehensive and has not been independently verified by any independent third party. This presentation does not constitute a recommendation regarding the securities of the Company. This presentation does not contain an offer to sell or a solicitation of any offer to buy any securities issued by Italiaonline S.p.A. or any of its subsidiaries. Pursuant to art. 154-bis, paragraph 2, of the Italian Unified Financial Act of February 24, 1998, the executive in charge of preparing the corporate accounting documents at Italiaonline S.p.A., Gabriella Fabotti, declares that the accounting information contained herein correspond to document results, books and accounting records. PRO FORMA 9M 2016 9M 2016 results have been normalized (pro-forma data) for an amount of revenues (-€ 15.7 million) and Ebitda (-€ 2.6 million) to reflect the change in the perimeter due to the sale and termination of certain business lines (Europages subsidiary, 12.54 business and Moqu arbitration agreement on Google Ad Sense market) in the course of 2016 and some changes in the directory publication calendar in 2017 vs 2016, and thus to enable comparison with 9M 2017 results. 9M 2016 NFP, Unlevered FCF and Net Income are reported data. In the presentation the comparison with 9M 2016 results, only for Revenue and EBITDA is made versus 9M 2016 pro-forma (as before described). 2
Italiaonline snapshot We are the largest Italian internet company and we provide a complete product portfolio Turin to digitize Italian companies FY 2016 Revenues FY 2016 EBITDA 63 AGENCIES € 390 m € 67 m (1) (margin 17.2%) Milan 2017 9M 2017 9M € 249 m € 56 m (margin 22.5%) Florence The undisputed Italian internet leader with 54% market reach(2) Strong footprint on the territory ● 63 SME Media Agencies with 812 sales rep (3) ● 35 Large Enterprises accounts Rome Diversified Customer base ● 700 Large Enterprise(4) ● 230,000 SMEs(4) (1) Ebitda FY 2016 bef ore the write-down of Consodata S.p.A. trade receiv ables (€3.2m), as result of the decision to dispose the Company (2) Audiweb Database, powered by Nielsen, TDA av g. 9M 2017 (3) # of activ e agents at the end of September 2017 (4) # of customers at the end of June 2017 4
A history growth and of successfully executed M&A Matrix Successful Seat PG Spin Off Full speed New Italiaonline Acquisition integration Acquisition (1) (2) (3) (4) REVENUES REVENUES REVENUES REVENUES REVENUES REVENUES € 46 m € 51 m € 92 m € 96 m € 87 m € 390 m EBITDA EBITDA EBITDA EBITDA EBITDA € 27 m EBITDA € 19 m € 21 m € 22 m € 34 m EBITDA-CAPEX € 67 m € 19 m EBITDA-CAPEX € 44 m REVENUES REVENUES € 365 m € 74 m EBITDA EBITDA € 17 m EBITDA-CAPEX € -27 m € -14 m 2011 2012 2013 2014 2014 2013 2015 2016 20142014 (1) 2011 pro-forma data to represent FY revenues since spin-off from Wind Telecomunicazioni occurred on March ’11 (2) EBITDA is adjusted for the Matrix acquisition cost of €2.1m (3) EBITDA is adjusted for IPO costs effect (1.8€m) (4) EBITDA is adjusted for extraordinary costs effect (8,0€m, mostly related to Seat deal) 5
Rich digital product portfolio SME Web Presence Website and eCommerce Digital Marketing Large AD Sales House Accounts Consumers 6
Diversified Customer base ENTERTAINMENT TECHNOLOGY AUTOMOTIVE FOOD TELECOMMUNICATION RETAIL PERSONAL CARE TRAVEL AGENCIES LARGE ACCOUNT 700 Customers SMEs 230K Local Customers Note: # of customers H1 2017 7
Multiple revenues streams 2% € mln / % 6 24% 31% 77 9M 2017 REVENUES DIGITAL €249 m REVENUES 166 67% 76% Digital Traditional Other SMEs Large account 8
Management team of excellence Antonio Converti – CEO Maurizio Mongardi – COO 37 yrs of Experience 28 yrs of Experience NEW ENTRY Gabriella Fabotti – CFO Carlo Meglio – CDO 25 yrs of Experience 20 yrs of Experience Ivan Ranza – CCO SME Andrea Fascetti – CHRO 23 yrs of Experience 26 yrs of Experience Andrea Chiapponi – CCO Large account Chiara Locati – IR 20 yrs of Experience 21 yrs of Experience 9
Products to lead the digital transformation of Italian SMEs Cloud Solutions for SMEs Digital Marketing Website and eCommerce Coming Digital Presence soon PagineGialle Customer Acquisition Retention Upselling 11
We put the SME businesses where people search for it Acquisition Presence We put your business where people search for it Acquisition and win back Cross and up selling A familiar presence for Italian households Instragram Aroundme Foursquare Cy lex Here iGlobal Inf obel TomTom 113 books, one for each Custom Projects Italian province(1) Waze Nav mii Whereto Opendi Pagine Tutto Ricercare Brown Bianche Città imprese Book 16.1 million copies CAR NAVIGATION SYSTEMS distributed to Italian households and businesses(1) (1) FY 2016 data Partner w ith 12
Cutting edge professional web site development Retention Presence Website Cross and up selling 80K Custom Projects partnership website and Professional responsive and 80,000 sites live website with Duda, eCommerce web design mobile website developed creation with Spotzer, production and with SEO builder online web Ecwid maintenance optimization designer 13
We do for SMEs what top AD agencies do for top brands 360° media service for SMEs Strategic partnership with Presence Powered by Trough the unique expertise of (100% controlled b y IOL) Website Display We have a unique sales network Google Display Network (GDN) that our partners can rely on Italiaonline Network Digital Mktg Social Facebook Unique offer proposition Instagram Search Custom Projects Google AdWords Bing Remarketing Tracking tag Tagless Remaketing Shopping Ecommerce Optimization Email Marketing Libero/Virgilio email Third Party email 14
Most advanced datacenter to deliver SME cloud applications Presence Coming in 2018 Website Digital Mktg Cloud • SaaS (Software as a Service) Largest and most reliable datacenter in • Cloud storage and archiving services Italy: Tier IV Gold • Hosting services • eCommerce services 15
9M 2017 for SMEs The order intakes of IOL Audience, a unique offering in Italy in media planning services dedicated to SMEs, improved double digit in Q3 2017 YoY Powered by Trough the unique expertise of (100% controlled by IOL) v1.1: Marketplace to match Web Customer care Geo targeted homeowners with new products commercials Performance Google & pre-screened dashboard on Sky channels Display ADV Call only service professionals IOL4YOU IOL Audience Sky AdSmart PagineGialle Casa 16
Italiaonline Large Account 17
Leader digital AD sales house with best programmatic skills DIRECT SALES 50% PROGRAMMATIC SALES 50% ● Human sales to advertisers and Media Centers ● Deals (Human & Machine2machine) ● Both branding and performance goals ● Open market (Machine2machine) DMP (Data Management Platform) Leveraging proprietary data for inventory enrichment and multivariable targeting ● 17 m users (TDA) ● 8 m email subscribers 18
The largest Italian advertising inventory Online ADs Display 3.5 bln monthly impressions Video 110 mln monthly impressions Traditional and innovative Top notch “viewability” and formats completion rate Cross and up selling 7% 28% Custom Projects 43% 53% 50% 18% Premium Open market Private deals Premium Open market Private deals 57% programmatic 72% programmatic Source: internal data 9M 2017 19
The most active email accounts Online ADs Email Marketing 9.8 mln active accounts (1) 3.6 bln exchanged messages (2) Direct Marketing time spent per person 2:17 1:14 Custom (4) Projects 18.2 9.6 MAUs(3) (mln) 5.7 3.7 2.0 Libero Mail Saas Subscription services (1) Source: internal data, 90 days active mailboxes, avg. 9M 2017 (2) Source: internal data, 9M 2017 (3) Source: Audiweb View, powered by Nielsen, TDA avg. 9M 2017 (4) Includes Android & Google accounts 20
One-stop-shop digital marketing solutions for leading brands Online ADs Bespoke solutions Programmatic buy-house ● Best of breed campaign management buying platforms (DoubleClick/Google) Direct ● Full access to Italian and international inventory and global AD Exchanges Marketing ● Accurate targeting through first and third party data Custom ● Performance and branding campaigns Projects ● Branded content ● Creative formats ● Websites and mini-sites ● 20% Customer base benefits from bespoke solutions 21
9M 2017 for Large Accounts IOL Advertising grew double-digit YOY figures on revenues in Q3 2017 and Q2 2017 vs a flat market1 in first 9M 2017 IOL is the New portal project superEva: Italiaonline is the advertising advertising sales IOL acquires the IOL signs a monthly Visits 9M 2017: sales agency for Lettera43 the agency for 3Bmeteo food portal partnership 5.7 mln / +128% FY 2016. important Italian news website the top w eather Buonissimo, w ith AppNexus forecast site one of the Top 5 for the use of Italian food sites Opensource Prebid 1 mln MAUs w itch technology to IOL is the advertising features over increase sales agency for 8.000 recipes and Italiaonline is the advertising The new Virgilio Video is the programmatic FattoreMamma a sales agency for Sportube Italiaonline mediacenter with a a new video sales netw ork of 34 tutorial section. the first sport webtv in Italy wide library constantly updated important blogs of Italian moms. 7th February 18th May 24th May 30th May 18th Jul 04th Sep 11th Oct 1H 2H (1) Source: FCP-Assointernet, Jan –Sept 2017. 22
Web Properties 23
libero.it | leader email and digital service provider AUDIENCE PLATFORM 16.9 mln 9.8 mln MAUs (1) FREE SUBSCRIBERS(2) 9.1 mln 29.1% 1.5 bln 8.0 mln 2:07 h Unique Audience (1) Market Reach (1) Page Views (1) Active Subscribers (2) Average Time Spent (1) Per Person (1) Source: Audiweb View, powered by Nielsen, TDA av g. 9M 2017 | (2) Source: internal data, 90 day s activ e mailboxes, av g. 9M 2017 24
virgilio.it | engaging content and city portals AUDIENCE PLATFORM 16.8 mln 9.8 mln MAUs (1) FREE SUBSCRIBERS(2) 11.6 mln 37.2% 0.4 bln 1.8 mln 0:24 h Unique Audience (1) Market Reach (1) Page Views (1) Active Subscribers (2) Average Time Spent (1) Per Person (1) Source: Audiweb View, powered by Nielsen, TDA av g. 9M 2017 | (2) Source: internal data, 90 day s activ e mailboxes, av g. 9M 2017 25
paginegialle.it | online directory and home services marketplace 4.2 mln 13.4% 12.4 mln 16.1 mln 0:06h Unique Audience (1) Market Reach (1) Page Views (1) Copies distributed Average Time Spent (1) Per Person (1) Sour ce: Audiw eb View , pow er ed by Nielsen, TDA avg. 9M 2017 26
Innovative content factory based on internet trends Data Driven Publishing Topics selection based on real-time search and social trends 1.8 mln 1.8 mln 1.5 mln Content Factory Content production based on crowdsourcing and/or content syndication 1.3 mln 1.0 mln 0.7 mln Engagement Proprietary tools for optimizing 1.1 mln 0.8 mln 0.6 mln engagement rate and making contents go viral Source: Audiweb View, powered by Nielsen, TDA Sept. 2017 27
The undisputed Italian internet leader | average daily audience 2016 TDA DAUs (mln) 10:31 Time per person (mm:ss) 4.3 2.1 BUBBLE SIZE DAILY PAGE VIEWS (mln) Mobile DAUs (mln) Source: Audiweb Database, powered by Nielsen, Av g. FY .2016 | Google and Facebook are not in Audiweb Database Note: TDA – Total Digital Audience | DAUs – Daily Activ e Users 28
Daily Audience | Month of September 2017 TDA DAUs (mln) 12:01 Time per person (mm:ss) +9% yoy 4.8 +12% yoy 2.5 BUBBLE SIZE DAILY PAGE VIEWS (mln) Mobile DAUs (mln) Source: Audiweb Database, powered by Nielsen, September 2017 | Google, Facebook and Microsof t are not in Audiweb Database Note: TDA – Total Digital Audience | DAUs – Daily Activ e Users November 13, 2017 29
Market Outlook 30
Internet is driving the advertising market growth 12.0 YoY growth +3.5% +0.9% 10.0 TOTAL €b 7.9 8.2 8.3 8.0 0.6 Other 0.6 0.6 0.4 Radio 0.4 0.4 -5.8% 1.1 -7.4% 1.1 Press 1.2 6.0 +8.0% 2.3 +7.7% 2.5 Internet 2.1 4.0 2.0 TV 3.6 +5.2% 3.8 -0.5% 3.8 0.0 Titolo asse 2015 2016 2017 forecast DIGITAL SHARE 27% 28% 30% Source: Nielsen, Nov ember 2017 31
Internet is driving the advertising market growth YoY growth +8.0% +7.7% €b 2.1 2.3 2.5 +11.5% +9.3% ● Programmatic sales ● Google and Facebook partnership 2.00 1.83 1.64 TOP 4 Sales House ≃ 10 Middle sized >50 (long tail) Sale House 0.47 -4.3% 0.45 +1.0% 0.45 ≃50% ≃30% Small Sales House ≃20% 2015 2016 2017 forecast Source: Nielsen, Nov ember 2017 | Others: operators not associated with FCP. 32
Internet Advertising Market in Europe (2016) % Internet ADV on Tot ADV* UK SWEDEN NETHERLANDS EUROPE 42 FRANCE 27,3 RUSSIA GERMANY ITALY 12,2 BUBBLE SIZE IS INTERNET AD SPENDING (€b) % 2016 Revenue Growth Source: IAB Europe, Adex Benchmark 2016 (May 2017) | (*) Source: ZenithOptimedia, via eMarketer March 2017 EUROPE 33
Italy is the country of SMEs, there is a substantial room for growth Italian SMEs represent 68.0% of the total added value over the national economy, the highest ratio among main European Countries Italy Spain France UK 68.0% 61.3% 57.8% 52.1% Number of SMEs SME Customers: 230,000 Number % Market penetration: 6.1% SMEs 3,733,146 99.9% Corporates 3,086 0.2% Large Account Customers: 700 Total 3,736,232 100.0% Market penetration: 22.7% Source: European Commission, 2016 SBA Fact Sheet 34
Growth Strategies Organic & M&A 35
Six organic growth pillars 1 Churn Reduction 2 Win Back 3 Up Selling ● Shift to evergreen contracts ● Improve penetration in ● Multi channel strategy SMEs based on ARPA ● Dedicated retention team segments w/o web ● Customer profiling for churn ● Win back on web Customer ● Maximize digitization of prevention ● Improve sales channel Customers balance ● Focus on website sales 1 Custom Projects 2 Programmatic 3 3rd Party Sales ● Special Advertising ● Rich Inventory ● Acquire third party inventories ● Branded Content / Native ● Header Bidding / Google ● Increase market share Large Advertising Exchange Bidding ● Grow brand portfolio and Account ● Digital Marketing Solutions ● Programmatic Sales House audience 36
Investments and M&A opportunities CLOUD COMMERCE CONTENT Acquire applications and/or Acquire e-commerce and Acquire premium content and STRATEGY technology company to improve marketplaces company creative platforms product portfolio for SMEs ● Develop the “Made in Italy” ● Increase market share and Strengthen Italiaonline market marketplace advertising inventory OBJECTIVE position in digital offer for SMEs ● Improve local growth trhough ● Acquire valuable customers’ switching and gig economy segments Revenues increase and improve Revenue increase and complete Revenues increase and improve RESULTS marginality through disintermediation and synergies offer for SMEs growth speed Other small opportunistic targets may also be considered 37
M&A opportunities – Tax Assets Tax assets as of 31 Dec. 2016 €808 m Tax Assets would provide a tax shield in any M&A deals 210 599 which involve the consideration of Generated by previous Generated from non-deducted interest expenses profits Company losses (accumulated by SEAT) 38
Financial Overview 39
9M 2017 | Financial highlights In Q3 2017 recovery of digital segment and in particular of Digital ADV reduces the revenues decline 9M 2017 Revenues at € 249 m vs € 280 m pro forma(1) 9M 2016 Increasing profitability: +5.7% yoy Ebitda, Ebitda margin 22.5% + 3.6 pp vs 9M 2016 Still good cash flow generation: Unlevered FCF €51 m (+5% yoy), Ebitda Cash Conversion(2) 91% Positive Net Financial Position at €77 m, vs € 69 m at 30 June 2017 Increased Audience(3) : +18% Mobile DAUs +10 % Time per person +5% TDA DAUs (1) 9M 2016 nor malized r esults (pr o-for ma data) for an amount of r evenues (-€ 15.7 m) and Ebitda (-€ 2.6 m) to r eflect the change in the per imeter due to the sale and ter mination of cer tain business lines (Eur opages SA, 12.54 business and Moqu ar bitr ation agreement on Google Ad Sense mar ket) in the cour se of 2016 and some changes in the dir ector y publication calendar in 2017 vs 2016 and thus to enable compar ison w ith 9M 2017 r esults. 9M 2016 Ebit and Unl FCF r epor ted data. (2) Cash Conver sion = Unl. FCF / EBITDA Repor ted - (3) Sour ce: Audiw eb Database, pow er ed by Nielsen, figur es aver age 6M: Mar - Aug 2017, YOY per fomance | TDA: Total Digital Audience, DAUs: Daily Active User 40
9M 2017 | Improved profitability and still good cash generation € mln, except for percentages EBITDA growth due to cost efficiency, more than 60% (2) not (11.1%) related to revenues decline 249 EBIT growth also due to +5.7% decrease in D&A, write off (8.8%) and in non-recurring costs 22.5% +4.7% Q3 82 18.9% +13.1 € mil 280 (9.1%) Q2 96 56 51.0 48.8 53 24.4 (16.0%) Q1 70 11.3 9M 2016 9M 2017 9M 2016 9M 2017 9M 2016 9M 2017 9M 2016 9M 2017 REVENUES1 EBITDA1 EBIT Unlevered FCF (1) 9M 2016 results hav e been normalized (pro-f orma data) f or an amount of rev enues (-€ 15.7 million) and Ebitda (-€2,6 million) to ref lect the change in the perimeter due to the sale and termination of certain business lines (Europages subsidiary , 12.54 business and Moqu arbitration agreement on Google Ad Sense market) in the course of 2016 and a new directory publication calendar in 2017 v s 2016 and thus to enable comparison with 9M 2017 results (2) Figure ref erred to IOL core business only 41
9M 2017 | Digital segment leads revenues trend recovery € mln, except for percentages (YoY performances) 249 166 (8.8%) (0.5%) Q3 Q3 82 53 280 181 (9.1%) Q2 (7%) Q2 96 58 Q1 (16.0%) Q1 (15%) 70 54 9M 2016 9M 2017 9M 2016 9M2017 REVENUES1 DIGITAL REVENUES (1) 9M 2016 results hav e been normalized (pro-f orma data) f or an amount of rev enues (-€ 15.7 million) and Ebitda (-€2,6 million) to ref lect the change in the perimeter due to the sale and termination of certain business lines (Europages subsidiary , 12.54 business and Moqu arbitration agreement on Google Ad Sense market) in the course of 2016 and a new directory publication calendar in 2017 v s 2016 and thus to enable comparison with 9M 2017 results. 42
9M 2017 | 65% of costs saving is structural Cost saving 32.1 €m 65% 11% 100% 35% 89% 100% 100% TOT Industrial Commercial G&A Labour Structural costs saving Revenues Related Note: Based on 9M 2017 vs 9M 2016 Pro-forma figures referred to Core business costs only | Italiaonline+DLS+Moqu 43
9M 2017 | From EBITDA to Net Result 55.9 24.6 mainly related to the issue of net deferred taxes that will not have any effects on the cash 9M 3.9 3.0 24.4 0.8 17.2 2017 8.0 € MLN EBITDA Ope rating D& A a nd Non opera ting Non-re cur ring and EBIT Net Financials Taxes Net result write-down amortizatio n a nd restructurin g costs write-down 55.4 32.2 9M 23.7 35.2 2016 4.7 reported 7.2 0.2 11.3 € MLN EBITDA Ope rating D& A a nd Non opera ting Non-re cur ring and EBIT Net Financials Taxes Net result write-down amortizatio n a nd restructurin g costs write-down 44
9M 2017 | Capex and Ebitda Cash Conversion € mln Net of one-off investments 9M 2017 capex were €15.7m, down 5.3% YoY, at 6.3% of revenues EBITDA Cash Conversion**: improved despite Capex increase One-off investments 8.4% 21.0 on revenues 91% 88% 5.9% 5.4 on revenues 16.5 6.3% 15.7 on revenues 51.0 48.8 CAPEX Unl FCF * Revenues 9M 2016 pro-forma ** Cash Conversion = Unl. FCF / EBITDA Reported 9M 2016 9M 2017 45
9M 2017 | Improved positive Net Financial Position € mln Extraordinary Dividend Distributed May 10 th 2017 122 80 80 77 69 42 41.5 FY2016 H1 2017 9M 2017 Net financial position At Dec. 31st , 2016 At June. 30th, 2017 At Sep. 30th, 2017 46
9M 2017 | Change in Net Financial Position Cash Flow from operating activities 55.2 72.4 0.3 16.9 80.0 122.1 21.0 0.7 77.0 156.3 51.0 Unlevered Free Cash Flow Ebitda Cash Conversion 91% (1) vs 88% in 9M 2016 NFP Dec. 31, Capex OFCF Income Taxes Extr. and non Dividend Other NFP Sep. 30, 2016 recurring movements 2017 expenses (1) Cash conversion = Unl FCF / EBITDA Reported 47
Business plan 2017-2019 guidelines (organic growth only) Revenues Revenues are expected to grow with a CAGR 2015 - 2019 of [0%÷0.4%] EBITDA Stedy growth of marginality to reach 22%÷27% EBITDA margin in 2019 CAPEX expected to decline during the plan and to stabilize at about 6% of revenue in 2019 CAPEX FCF Free cash flow generation to improve during the plan and reach the 55%÷60% cash conversion of the EBITDA from 2018 2017 guidance confirmed - Revenue is expected to continue to decrease, mainly because of the physiological contraction of some traditional businesses, despite the gradual improvement in the performance of digital activities - Profitability: Ebitda margin improvement vs FY 2016 BP as approv ed by the BoD of March 15th 2017 48
Italiaonline Share IOL versus indices: June 20, 2016 – November 02, 2017 Shareholders structure Pr ez z o di r i fer i men to ( bas e al 20/06/20 1 6 = 100) 180 Volumi Italiaonline FTSE MIB FTSE Italia Small Cap 160 140 (*) GoldenTree Asset Management Lux S.à r.l., GoldenTree SG Partners L.P., GT NM L.P. e San Bernardino County Employees Retirement Association 120 Share data as of November 02, 2017 MARKET MTA 100 NOSH Ord (€mln) 114.8 PRICE (€) 3.4 MKT CAP Ord (€mln) 390 80 PERFORMANCE (from June 20, 2016) +66.5% RELATIVE PERF.vs FTSE MIB (from June 20, 2016) 33.7% AVG DAILY VOLUMES YTD (€) 324,538 60 20-giu-16 03-ago-16 19-set-16 02-nov-16 16-dic-16 01-feb-17 17-mar-17 05-mag-17 20-giu-17 03-ago-17 19-set-17 02-nov-17 Saving Share: NOSH 6.803 | Closing Price (€) 300 | Market Cap (€ mln) 2.0 Source: Thomson Reuters EIKON 49
IOL vs Baskets of Peers (average values) EBITDA Margin 2017E 30.0% Intl internet YP players 25.0% D&H 17.7 4.1 9.9 20.0% 5.0 Intl publishers Ita internet 15.0% 13.9 Ita publishers 9.0 10.0% 7.5 5.0% 3.0 5.0 7.0 9.0 11.0 13.0 15.0 17.0 19.0 Source Thomson Reuters EIKON – data as of 02 Nov 2017 and company analy sis EV/EBITDA 2017E 50
Investment Case 51
Key investment highlights 1 Largest internet company in Italy, best positioned to capture market growth Market opportunities – Increasing Digital Advertising Market - Internet usage in Italy still lags 2 compared to European Average 3 Solid geographical footprint and sales network in Italy 4 High quality/diversified Customer base 5 Unique capability to digitize Italian SMEs, technological partnership with leading internet player and strategic relationship with Google and Facebook 6 Clear path to sustainable profitable growth 7 Experienced management team with a solid track record in M&A execution 52
Appendix 53
Group Structure as of 30 June 2017 Golden Tree 100% MOQU ADV S.r.l.(2) 11 88 0 Solutions AG 16.24% CORE (Germany) Italiaonline S.p.A. (1) BUSINESS 100% Digital Local Services (DLS)(3) 100% 100% Pronto Seat S.r.l. Consodata S.p.A.(4) (1) Italiaonline also holds a 20% stake in Gold Fiv e S.r.l. “in liquidazione”, a 100% stake in Couponing Italia S.r.l. “in liquidazione” and a 100% stake in Telegate Holding Gmbh “in liquidazione” (2) Moqu Adv S.r.l. holds a 100% stake in Moqu Adv Ireland Ltd “in liquidazione” (3) 63 activ e territorial units (“DLS”) established as single shareholder limited liability companies directly owned by Italiaonline S.p.A. (4) As the plan of Parent Company to sell the equity holding in Consodata S.p.A. has been put on hold, the assets and liabilities ref erred to this company were no longer classif ied “net non-current assets held f or sale”, pursuant to IFRS 5. 54
Financial Road Map | Jan 2016 – May 2016 20/01/’16 05/05/’16 08/05/’17 BoDs approves BoDs approve Ex-dividend date the Merger Plan Q1’16 results 10/05/’17 12/05/’16 09/11/’16 Dividend Shareholders’ meeting to BoD of IOL payment date 08/03/’16 change the Com pany approves Shareholders’ nam e and approve the 9M’16 meetings to reverse stock split results 06/04/’17 approve the (1,000:1) Shareholders’ Merge request to 14/12/’16 distribute an extraordinary 15/03/’16 20/06/’16 Trade union agreement dividend Debut of the m erged Company BoDs at Milan Stock Exchange approve 27/04/’17 FY’15 Ordinary and results 22/07/’16 special saving Anticipated exit from shareholders’ Consob black list meetings Jan. Feb. Mar. Apr. May June Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2017 2017 2017 2017 2017 04/08/’16 15/03/’17 BoD of the merged Company BoD approves the draft approves H1’16 results financial statement for the year ‘16 and the business plan update 55
Thank you! IR Contacts Chiara Locati + 39 349 8636553 chiara.locati@italiaonline.it 56
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