Grandi Stazioni Retail - A unique investment opportunity in the Italian travel retail sector - Rfi
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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 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
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
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
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 5
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
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
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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