Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi

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Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Grandi Stazioni Retail
A unique investment opportunity in the Italian travel retail sector
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Contents
        Sections
    1   Grandi Stazioni today
    2   Transaction background
    3   GS Retail at a glance
    4   Key investment highlights

        This document (the “Teaser”) has been prepared by Rothschild S.p.A. (“Rothschild”) on behalf of the shareholders of Grandi Stazioni S.p.A. (the
        “Sellers”). The information contained herein has been obtained from Grandi Stazioni S.p.A. (“Grandi Stazioni”) or was public information.
        While the information contained herein is believed to be reliable, no representation or warranty is made by Rothschild, nor by its Partners, Directors
        and employees as to the accuracy or completeness of such information. Rothschild has not been able to verify independently the information
        contained herein. By receipt of this information, the recipient agrees that Rothschild shall have no liability for any misstatement or omission or fact or
        any opinion expressed herein, nor for the consequences of any reliance upon any statement, conclusion or opinion contained herein. Rothschild
        does not consider itself as a legal, tax or accounting advisor. As a consequence, no information in this document can be considered as an opinion or
        an advice on any legal, tax or accounting issues and Rothschild shall not be considered liable in this matter.
        The Teaser is not a prospectus and does not constitute an offer or the solicitation of an offer for the sale or purchase of any assets or shares of
        Grandi Stazioni. Neither this Teaser nor the information contained herein shall form the basis of, or constitute, any contract or binding offer.
        All enquiries and requests for further information shall be addressed exclusively according to the provisions set out in the call for expression of
        interest. The recipient of the Teaser shall not contact on the subject any representative or any member of Grandi Stazioni for whatever reason.

1
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Grandi Stazioni today
            Shareholders                                            Key facts and figures                                                          Railway station network

        40%                                    14               major Italian railway stations
                                                2               stations in Czech Republic                                          Milan Verona                                           Prague
                                                                                                                                                    Venice (x2)
                                                1               commercial gallery3                                         Turin
                                                                                                                                              Bologna                     Marianske Lazne
                                                                                                                               Genoa (x2)
                               60%          ~ 750               railway stations visitors2 per year                                Florence
                                            million             in Grandi Stazioni stations in Italy
            Ferrovie dello Stato
            Italiane S.p.A.                                                                                                           Rome (x2)                        Bari
                               1             ~ 1.5              of real estate areas of which
            EuroStazioni S.p.A.                                                                                                                                                      Conventional rails
                                            million             ~96,000 sqm currently dedicated to                                                Naples
                                             sqm                retail activities                                                                                                    High speed rails

                                                                                                                                                                                     Under construction
                                                                                                                                                                                     high speed /
                                             €210               consolidated revenues of which                                                  Palermo                              capacity rails
                                            million             ~€110m generated from retail                                                                                         Connections with
                                                                activities                                                                                                           other countries

                                          2014 number of visitors (million)2
                                                                                                                                                                                                        752

                                             150         148
Notes
1   Participated by Vianini Lavori
    (32.7%), Edizione (32.7%), Pirelli                               70       58        58
    Group (32.7%) and SNCF (1.87%)                                                                50         49
                                                                                                                       30        29        28         27          24            19
2   The data are calculated as                                                                                                                                                             14
    “passages of visitors in station”.
    For the “passengers” category the                              Torino  Firenze                                             Venezia   Verona     Genova
                                           Roma       Milano                         Bologna Roma          Napoli    Venezia                                   Genova         Palermo     Bari
    passage is meant to be the single                              Porta Santa Maria                                            Santa     Porta     Piazza                                          Total
                                          Termini    Centrale                        Centrale Tiburtina   Centrale   Mestre                                    Brignole       Centrale   Centrale
    transit in a single station, thus                              Nuova   Novella                                              Lucia    Nuova      Principe
    considering only the departure
    point and final destination of the
    travel
                                         Grandi Stazioni is engaged in the renovation enhancement and management of
3   Metronapoli commercial gallery,
    which connects the underground
                                         Italy’s 14 largest railway stations located in the most appealing leisure and business
    station to the railway station of
    Napoli Centrale
                                         destinations in Italy
                                         Source Grandi Stazioni, Eurisko
        2
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Transaction background
                                The spin-off of Grandi Stazioni: transaction overview
                                    Description
                                       The shareholders of Grandi Stazioni have decided to implement a corporate reorganisation program aimed at separating retail activities from the
The disposal of          GS             real estate activities, infrastructure business and core services related to the railway transportation
Retail will allow
                                       Following a non proportional demerger, retail lease management activities, media & advertising activities, the management of some services to
(i)    Grandi       Stazioni            customers, the supervision of facility management activities and the management of two Czech stations (through the vehicle Grandi Stazioni
       shareholders        to           Česká republika - “GS Ceska”), will be transferred into a NewCo, Grandi Stazioni Retail S.p.A. (“GS Retail” or the “Company”), participated by
       crystallize the value            Ferrovie dello Stato Italiane S.p.A. ("FS”) and Eurostazioni with a stake of 55% and 45% respectively
       of the retail asset             Concurrently, Grandi Stazioni will remain engaged in the facility management activities, the office lease management, car parks and Italian
(ii)   FS to focus on the               railway operators’ ticket offices management and the engineering services and will be retitled as Grandi Stazioni Rail S.p.A. (“GS Rail”), while
                                        the real estate assets1 will be contributed into a NewCo, Grandi Stazioni Immobiliare S.p.A. (“GS Immobiliare”)
       core activities in
       order to complete               FS and Eurostazioni S.p.A. (“Eurostazioni”) are willing to sell 100% of the shares of GS Retail through a competitive auction process
       the       remaining
       infrastructure
                                    Pre and post demerger structure                                                          Post demerger ownership of GS Retail
       investments in the
       agreed timing, thus                                                              GS Retail
       unlocking       full                                                                                                             FS                             Eurostazioni
                                                                              Retail lease management
       revenue potential                                                      Media & Advertising
                                                                                                                                               55%               45%
       from the railways’                Retail and office lease             Services to customers                             100%
                                                                              GS Ceska
       commercial areas                   management
                                         Media & Advertising                            GS Rail                                   GS Rail           GS Retail
                                         Facility management                 Office lease management
                                         Railway services                    Facility management                                                          61%2
                                         Services to customers               Railway services
                                                                              Engineering activities                                                GS Ceska
                                         Engineering activities
                                         Real estate                                GS Immobiliare
                                         GS Ceska
                                                                              Real estate assets

                                Notes
                                1    Except for a real estate property in Venice, which will be allocated to GS Retail
                                2    The other shareholder is EBRD - European Bank for Recostruction and Development (39%)
       3                        Source Grandi Stazioni
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
GS Retail at a glance
                                 Business overview

  GS Retail revenues                 Business description                                                                          Key facts and figures

Revenues 2014: €111m3                GS Retail will operate under long-term concessions with FS Group
                                      up to 20401 for the exclusive commercial exploitation of retail areas                                                          14 in Italy
            6%                        and advertising spaces of the major 14 Italian railway stations                                  # of railway stations   2 in Czech Republic
       6%                                                                                                                                                      1 commercial gallery
10%                                  The Company will be engaged in the following activities within the
                                      railway stations:                                                                                Leased retail areas
                                                                                                                                                                  ~ 96,000 sqm2
                                                                                                                                            in Italy
                                      –   Retail lease management: rental of c.96,000                      sqm2    retail
                                          spaces / c.465 stores
                           60%
17%
                                      –   Media & Advertising: management of the stations’ advertising                                      # of stores               ~465
                                          spaces

                                      –   Services to customers: management of the baggage
   Retail lease management                                                                                                                   Pro-forma
                                          deposits and toilet services                                                                                               €111m3
   Media & Advertising                                                                                                                     revenues 2014
   Facility Management                –   Facility management: supervision on the activities performed
                                          by GS Rail on retail areas and common and transit areas
   Services to customers                                                                                                                    Pro-forma
                                     GS Retail will have in place a property & facility management                                                            €49m (c.44% margin)3
   GS Ceska                                                                                                                                EBITDA 2014
                                      agreement with GS Rail regulating the ordinary and extraordinary
                                      maintenance over all the railway station areas as well as cleaning
                                      and security services                                                                        # of employees as of July
                                                                                                                                                                       83
                                                                                                                                           1st 2015
                                     GS Retail will pay a concession fee to FS Group for the
                                      commercial exploitation of the retail and advertising spaces of the
                                      14 Italian railway stations

                                     The Company also will own a majority stake in GS Ceska, the
                                      company holding the concession rights for the refurbishment,
                                      management and commercial exploitation of the two Czech railway
                                      stations of Prague Central and Marianske Lazne

                                 Notes
                                 1    With the exception of Roma Tiburtina and Napoli Metronapoli expiring respectively in 2044 and 2050
                                 2    Does not include logistic and other areas (e.g. canteen)
                                 3    Consolidated figures including GS Ceska
                                 Source Grandi Stazioni
   4
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Key investment highlights

                                                         Attractive market
                                                          fundamentals

                                                               1
                 Significant growth                                                              Compelling railway
               potential to be unlocked                                                         station visitors profile
                                                                                 2
                                                7

           Opportunity to leverage          6                                         3
           on an already developed
                                                             Retail                                   Appealing retail areas
            and innovative digital                                                                   located in stations with
             media & advertising                                                                      high passenger flows
                   platform
                                                     5                       4

                            Significant growth of leased                             High profile tenants
                            spaces driven by renovation                                including several
                            and expansion works in the                                renowned and top
                            major Italian railway stations                           performing brands

    A unique investment opportunity to enter the compelling Italian travel retail sector

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Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Key investment highlights

1
                                   Travel retail market in Italy        GS Retail reference                # of visitors
                                      (2014A-2018E) - €bn                commercial lease              Grandi Stazioni (mln)1
                                                                          market (€/sqm)2
                                                                                                                                                Travel retail market is expected to grow driven by the
                                                                                                                           868                   expected recovery of domestic consumption and the
       Attractive market                                                                823               752                                    additional growth of tourists flows
                                                                                                                          214
        fundamentals                                     24                                                166
                                                                        749
                -                          21                                                                                                   Unitary yields in the Italian commercial lease market are
      Compelling underlying                                                                                                                      expected to increase driven by the expected increase in
       market fundamentals                                                                                587             653
                                                                                                                                                 demand of commercial areas
      providing room for GS
    Retail growth over the next
               years                    2014A          2018E           2014A          2020E             2014A      2020E                        Visitors, currently at over 750 million per year, are expected
                                                                                                            Non Passengers
                                                                                                                                                 to reach more than 850 million by 2020 thanks to the
                                                                                                            Passengers                           increase of both passenger and non-passengers flows
                                       Source: Euromonitor         Source: Scenari Immobiliari      Sources: Grandi Stazioni,
                                                                                                    Eurisko, ISTAT

2
                                    Grandi Stazioni visitors vìs-a-vìs airplane users                Travel time by train on
                                                                                                     Milan-Rome route (min)
                                        People under 35                 High spending
     Compelling railway                  years old(%)                    capacity (%)                                                           With respect to the Italian average, Grandi Stazioni visitors
    station visitors profile
                                                                                                                                                 are younger, with high spending capacity, willing to try new
               -                                +24%                          +10%                                                               products, well educated and hi-tech oriented
    Young, curious, hi-tech and       32                                                            245
                                                31                             81                            210
     high spending consumers
                                                         26          75                                               175
      within GS Retail railway                                                                                                  145
                                                                                                                              145-160           In addition, the ongoing transition from airplane to high-
       stations, providing the                                                          68                                                       speed trains driven by the significant travel time reduction is
     opportunity to attract the                                                                                                                  progressively bringing new young, hi-tech and high spending
             best tenants
                                                                                                                                                 consumers to GS Retail stations
                                                                                                  2005A     2010A     Today     2016E

                                    Source: Eurisko               Source: Eurisko                  Source: Grandi Stazioni

                                  Notes
                                  1    The data are calculated as “passages of visitors in station”. For the “passengers” category the passage is meant to be the single transit in a single station, thus considering only the
                                       departure point and final destination of the travel
                                  2    Main cities where GS Retail will be present: Rome, Milan, Florence, Venice, Turin
6
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Key investment highlights

3
                                                                                        2014 number of visitors (m)
                                                                                                                             752
       Appealing retail                                                                                         454
       areas located in                                                               150          148
      stations with high                                                                                                                      GS Retail commercial areas are located in refurbished
       passenger flows                                                                                                                         beautiful historic buildings in the heart of the most appealing
                                                                                     Roma        Milano        Other        Total              travel destinations and business centers in Italy
               -                                                                    Termini      Centrale     Stations
    Historical buildings in the
    hearth of the major Italian                                                       Leased retail areas (‘000 sqm)1                         Leased areas are mainly concentrated in Roma Termini,
        cities all connected                                                                                                 ~96               Milano Centrale, the largest stations in terms of size and
       through the national                                                                                                                    passenger flows
          railway network                                                                                        45
                                                                                       29           22

                                                                                     Roma        Milano        Other        Total
                                      Sources: Grandi Stazioni, Eurisko             Termini      Centrale     Stations

4                                       GS Retail best performer tenants
                                                                                            GS Retail tenants overview
                                                  (‘000€/sqm)2
     High profile tenants
       including several                             Retail                                                                                   Leveraging on the compelling railway station visitors profile,
      renowned and top                                                                                                                         GS Retail tenants have been able to achieve outstanding
                                       Food &
     performing brands                Beverage
                                                                    50                                                                         store performances, in line with high street shops
               -
        Tenants performance          Cosmetics
                                                                    50
    within GS Retail stations in     & Beauty
                                                                                                                                              GS Retail commercial areas attract several renowned top
      line with high streets is                                                                                                                performing national and international brands across different
     instrumental in attracting          Jewelry            25
                                                                                                                                               sectors
         high quality and top
           standing tenants             Fashion           20

                                      Source: Grandi Stazioni

                                   Notes
                                   1    Does not include logistic and other areas (e.g. canteen)
                                   2    Calculated as the ratio between the turnover of the best performer tenant within its product category and the corresponding leased area
7
Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
Key investment highlights
5
                                                    Leased retail areas evolution 2014-2020 (‘000 sqm)1
     Significant growth of
                                                                                                                                               Significant growth of leased spaces by 2020 driven by already
     leased spaces driven                                                   + ~130,000sqm
                                                                                                                                                identified renovation and expansion works
       by renovation and                                                                                                      ~230
    expansion works in the                                                                                                                     The greater increase in leased retail areas over the next years
      major Italian railway                                                                                                                     is concentrated in the major GS Retail stations in terms of size
            stations                                                                                                                            and passenger flows
                 -                         96
      ~130,000sqm new retail                                                                                                                   By 2020 GS Retail will become the largest multi-location
                                      201 4 le ase d Milano       Napoli     Roma       Bolo gna      Roma        Other 202 0 le ase d          department store in Italy, reaching ~1,500 shops (vs. ~465
     spaces are expected to be        retail area s Centrale     Centrale   Tiburtina   Centrale     Termini     railway retail area s
      realized over the next 5                                                                                   station s                      today)
               years                   Source: Grandi Stazioni

6
       Opportunity to                       Compelling digital OOH                        …driving GS Retail shift                              Digital OOH advertising market is expected to continue its
       leverage on an                     advertising market trends…                       towards digital systems
                                                                                                                                                 double digit growth path over the next years driven by a trend
     already developed                   OOH digital advertising market2                GS Retail market share in the                            of reconversion of traditional systems to digital systems
                                                                                        OOH advertising market (%)
    and innovative digital
     media & advertising                                                    ~€67m                                                               To exploit this ongoing market trend, GS is implementing
                                                                                                                            ~10%                 significant investments aimed at the digitalization of the entire
          platform
                                                                                                                                                 media & advertising areas
              -                                           €28m                           6%                5%
      GS Retail will be ideally
                                                                                                                                                Leveraging on the reconversion towards digital systems, GS
     positioned to capitalize on        €10m
       the favourable digital                                                                                                                    Retail digital media & advertising platform will be ideally
     advertising market trends                                                                                                                   positioned to capture the growth potential underlying the
                                        2008A             2014A             2020E       2008A            2014A             2020E
                                                                                                                                                 digital OOH advertising market
                                    Source: Assocomunicazione, Grandi Stazioni

7
                                          GS Retail revenues expected                       GS Retail EBITDA expected                           Significant growth prospects over the next years mainly
                                           evolution 2014-2020E (€m)                        evolution 2014-2020E (€m)
      Significant growth                                                                                                                         driven by (i) the expansion of commercial areas, (ii) the
        potential to be                                                                                                                          optimization of yield rates on existing spaces, and (iii) the full
          unlocked                                                                                                                               exploitation of the media & advertising platform
                                          111                                                49
               -
    2020E revenues and EBITDA                                                                                                                   Over the Industrial Plan period, GS Retail expects to post
    more than double than today                                                                                                                  double-digit growth, more than doubling its revenues and
                                         2014A                         2020E               2014A                         2020E                   EBITDA up to 2020
                                       Source: Grandi Stazioni
                                   Notes
                                   1    Does not include logistic and other areas (e.g. canteen)
8                                  2    OOH”: “out of home”. “Traditional” market is represented by printed advertising installations, whilst “digital” market encompasses all the
                                        electronic devices used for advertising purposes
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