YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
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Strictly Private and Confidential YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation December 2017
About YDA Group 3
About the Issuance 20
Attachments 33
2
Prominent Features of YDA Group
1
43 Years of Experience &
Strong Reputation
6 2
Corporate Structure Unique Experience in
& Construction &
Effective Management Contracting
5 3
Positioning in Strategic
Accessibility to Capital
Industries & Diversified
Markets
Revenue Composition
4
Solid Balance Sheet &
Healthy Financial
Structure
3
7 2
YDA Group at a Glance 6 3
5
Established in 1993 and having 43 years of experience that goes back to AKSA Ownership Structure
İnşaat, YDA İnşaat Sanayi ve Ticaret A.Ş. (‘‘YDA Group’’ or ‘‘the Company’’) is one
of the leading companies in the Turkish construction industry.
Paid-in Capital: TRY75,000,000
YDA Group locally and internationally builds and develops turnkey projects, BOT 2% 1% 1%
projects, PPP projects, airports, health campuses, high-tech buildings, industrial Hüseyin Arslan
facilities, cement factories, infrastructure projects, wastewater treatment shopping
centers, roads, high-speed train lines, bridges, crossroads, high-rise buildings, Cüneyt Arslan
residential projects, offices, hospitals, schools, apartments, luxury residences,
villas and real-estate development projects.
48% Yaşar Arslan
In addition to construction & contracting, the Company is also engaged in other 48%
industries having stable cash flow and open to growth such as airport PPP,
Melikhan Cüneyt Arslan
healthcare PPP, medical/healthcare services, energy, mining, agriculture, smart
media, information technologies (IT) and services (catering, cleaning, facility
management) industries. Emirhan Yaşar Arslan
The total volume of business of the Company, which has been completed in Turkey
and abroad since its establishment, reached c.US$7 billion as of the end of 2016.
Fields of Activities
Number of YDA
Asset Size* Employees in the
TRY6.2 billion Group*
+10.000 Construction & Real Estate
PPP Other
Contracting Development
• Industrial Buildings • YDA Center • Integrated Health • Agriculture
• Airports • YDA Söğütözü Campuses: • Energy
• YDA Prime Kayseri
• Buildings • Konya • Mining
Completed* • Infrastructure •
YDA Park Avenue
YDA Parkline Manisa • Smart Media
Projects Projects • YDA West Avenue Şanlıurfa • Medical/Health
~ US$7 billion • Hospital Projects • Airports:
• Service
Dalaman
Aktau • Information
• Universities Technologies
SDU&Uludağ (KEYDATA)
4 * 2016 Annual Report, 2016 and 2017/6 Audited Financial Statements
7 2
Unique Experience in Construction & Contracting 6 3
5
55% 43
Years of
Share in
Experience in
Revenues of
TOP 10 2016
Construction
~US$7 TOP 100 & Contracting
Turkey’s 10th
Largest billion The 89th
Construction largest
Completed company in
& Contracting Projects
Company * Turkey*
* Source: Fortune 500 - 2017
5
7 2
Unique Experience in Construction & Contracting 6 3
5
Industrial Infrastructure Hospital
Airports Buildings
Buildings Projects Projects
Completed Projects: ~ US$7 Billion
6
7 2
Unique Experience in Construction & Contracting 6 3
5
Airports
Dalaman Airport New International Terminal Diyarbakır International Airport Kazakistan Aktau Airport
(Muğla) (Diyarbakır) (Aktau – Kazakistan)
Dalaman Airport International Terminal Sabiha Gökçen Aviation, Maintenance, Repair and Hatay International Airport
(Muğla) Modification Center (HABOM) (Hatay)
(İstanbul)
7
7 2
Unique Experience in Construction & Contracting 6 3
5
Hospital & Health Campus Projects
Kayseri Integrated Health Campus Konya Integrated Health Campus Manisa Education Research Hospital
(Kayseri) (Konya) (Manisa)
Şanlıurfa City Hospital Ümraniye Pediatric and Maternity Hospital Malatya State Hospital
(Şanlıurfa) (İstanbul) (Malatya)
8
7 2
Unique Experience in Construction & Contracting 6 3
5
Infrastructure Projects
Akçagöze – Başpınar Variant Ankara – İzmir High Speed Railway Project Ankara Water Treatment Project
(Gaziantep) (Afyon – Polatlı) (Ankara)
Aski Infrastructure Project Ordu Highway Project Tokat Niksar Highway Project
(Ankara) (Ordu) (Tokat)
9
7 2
Positioning in Strategic Industries & Diversified Revenue Composition 6 3
5
With the completion of Public-Private Partnership (PPP) projects, the leading factor for Turkish healthcare industry, and
ongoing real estate development projects, it is expected that strategic business lines which have higher profitability and
relatively predictable & stable cash flows, will increase its share in the total consolidated revenue composition.
2014 2016 2020
3,500
Sales (TRY million)
3,000
2,500
2,000
1,500 2,016
1,000 Increased
More
1,181 Diversified and
500 Government-
Steady
Guaranteed
0 Revenue
Income
Composition
2014 2016
1% 2% 1%
15% 23% Less Volatile, More
Solid Cash Predictable
Flows Cash Flows
4%
7% 55%
78% 13%
Construction & Contracting Real Estate Development Airports PPP Medical PPP Other
Source: Independent Audit Reports, YDA Group - Calculated using combined sales before elimination.
10Positioning in Strategic Industries & Diversified Revenue Composition 7 2
Real Estate Development Projects 6
5
3
11Positioning in Strategic Industries & Diversified Revenue Composition 7 2
Public Private Partnership (PPP) - Healthcare 6
5
3
Total Investment: EUR420mn
Operation Period: 25 years
Construction Period: 3 years, following the site delivery
General Information: General Hospital (900 beds), Gynecology Hospital (257 beds), Physical
Kayseri Treatment and Rehabilitation Hospital (200 beds), Psychiatry Hospital (126 beds) and High
Security Criminal Psychiatry Hospital (100 beds) , total of 1,583 beds
Integrated
Sponsors YDA İnşaat Sanayi Ticaret A,Ş, and INSO Sistemi Perle S.P.A.
Health
Project Company/ YDA’s Share: ATM Sağlık Kayseri Yatırım ve İşletme A,Ş, / (75%)
Campus
Financing*: Financing of the project was closed by a group of banks consisting of IFC (€35mn),
Ziraat and Finansbank, The non-recourse loan will have 15 years maturity with a grace period
during the construction period and fixed interest rate.
Condition: Physical completion rate of the project reached 97% as of November, 2017 and is
expected to be completed by the first half of 2018.
Total Investment: EUR220mn
Operation Period: 25 years
Construction Period: 2 years and 3 months, following the site delivery
General Information: Education and Research Hospital (558 beds)
Manisa Sponsors: YDA İnşaat Sanayi Ticaret A,Ş,
Education Project Company / YDA’s share: ATM Sağlık Manisa Yatırım ve İşletme A,Ş, / (100%)
Research Financing*: Financing of the project was closed by a group of banks consisting of Islamic
Hospital Development Bank (IsDB) (€95mn), Islamic Corporation for the Development of the Private
Sector (ICD), OPEC Fund for International Development (OFID), Ziraat Katılım and Siemens
Bank. The non-recourse loan will have 18 years maturity with a grace period during the
construction period and fixed interest rate.
Condition: Physical completion rate of the project reached 80% as of November, 2017 and is
expected to be completed by the first half of 2018.
Source: Ministry of Health, General Directorate of Health Investments, Department of Public Private Partnership, YDA Group
* Non-recourse and in accordance with English law in the framework of International PPP Project Financing rules
12Positioning in Strategic Industries & Diversified Revenue Composition 7 2
Public Private Partnership (PPP) - Healthcare 6
5
3
Total Investment : EUR355mn
Operation Period: 25 years
Construction Period: 3 years, following the site delivery
General Information : Regional Hospital (420 beds), Gynecology and Pediatric Hospital (420
Konya Karatay beds), total of 840 beds
Integrated Sponsors: YDA İnşaat Sanayi Ticaret A,Ş.
Health Project Company / YDA’s Share: ATM Sağlık Konya Yatırım ve İşletme A,Ş, / (100%)
Campus Financing*: Financing of the project was closed by a group of banks consisting of EBRD
(€67,5mn), Islamic Development Bank (€67,5mn), Black Sea Trade and Development Bank
(€50mn), Unicredit and Siemens Bank, The non-recourse loan will have 18 years maturity with a
grace period during the construction period and fixed interest rate.
Condition: Physical completion rate of the project reached 34% as of November, 2017 and is
expected to be completed by the last quarter of 2019
Total Investment: ~EUR700mn
Operation Period: 25 years
Construction Period: 3 years, following the site delivery,
General Information: Integrated Health Campus (1,700 beds)
Şanlıurfa City Sponsors: YDA İnşaat Sanayi Ticaret A,Ş,
Hospital Project Company / YDA’s Share : ATM Şanlıurfa Sağlık ve Yatırım İşletme A,Ş, (%100)
Financing*: EBRD has been mandated by YDA Group for the financing of this project. Project will
be financed via a non-recourse loan and in accordance with international PPP Project Financing
rules.
Condition: Expected to be completed before the end of 2020
Source: Ministry of Health, General Directorate of Health Investments, Department of Public Private Partnership, YDA Group
* Non-recourse and in accordance with English law in the framework of International PPP Project Financing rules
13Positioning in Strategic Industries & Diversified Revenue Composition 7 2
Public Private Partnership (PPP) - Airport 6
5
3
Dalaman International Airport Number of Passengers in Selected Airports (2017*)
ATM Havalimanı Yapım ve İşletme A,Ş,, in which YDA has 79,99% stake 70
63,1 The 8th most crowded airport with respect to no. of
100%
Total Number of Passengers (million)
has won the BOT tender of construction and operating Dalaman Airport passengers in 2017* 90%
60
International Terminal in 2003. Has the third highest share of international 80%
passengers (61%) after Antalya (71%) İstanbul
As per the renewed tender in March 7, 2014, through the Project 50
(69%)
70%
Company YDA Havalimanı Yatırım ve İşletme A,Ş,, YDA Group has 60%
40
been awarded to operate both Domestic and International Terminals of 31,0 50%
Dalaman Airport until the end of 2040. As per the tender, YDA Group will 30 25,9 40%
pay EUR705million + VAT to DHMI by 2040. YDA Group holds 100% stake
in the Project Company. 20 15,4
30%
12,7
20%
The new international terminal will be completed until the end of 2018 June 10 6,2
4,1 3,7 3,5 2,6 10%
and total investment (including construction and financing costs) amount will
be EUR250mn. 0 0%
IST SAW AYT ESB ADB ADA TZX DLM BJV GZT
YDA Group has mandated EBRD and Unicredit for EUR250mn loan with 16 Total % International
years maturity to refinance the construction of the international terminal
* As of November 2017, last 12 months
building and DHMI payment. YDA Group completed the financial closing on
December 2014 with the abovementioned creditors and began to use the
loan on August 2015. Dalaman International Airport Passengers
CAGR (2007-2017*)
Passenger: 2,5%
Annual (Domestic +
New International
Passengers (million)
International) Concession Period
Terminal Investment
Passenger Capacity 26 Years (2040)
EUR 250 million 3,2
20 (10+10) million 3,3 2,3
3,0 3,2
3,2 3,0 1,8
2,8 2,9
2,5
1,2 1,3 1,4
0,8 0,9 1,0
0,4 0,5 0,6 0,7
0,4
2011 2007
2012 2013 2008
2014 2009 2010 2015 2016 Last 12
Domestic International Months*
* As of November 2017, last 12 months
Kaynak: DHMİ (General Directorate of Airport codes (in the same order with the chart above): İstanbul Atatürk, Sabiha Gökçen, Antalya, Ankara
14 State Airports Authority), YDA Group Esenboğa, İzmir, Adana, Trabzon, Dalaman, Milas-Bodrum, Gaziantep7 2
Solid Balance Sheet & Healthy Financial Structure 6 3
5
Stable Growth in Revenues and Profitability
35%
2,000 30%
2,016
24.3%
25%
1,500
million TRY
18.8% 18.5%
1,530
18.0% 20%
16.6%
1,306
13.9%
1,204
1,181
1,000 15%
11.1%
489
944
10%
275
687
227
219
500
182
157
5%
76
0 0%
2012 2013 2014 2015 2016 2016 - H1 2017 - H1
Net Sales EBITDA EBITDA Margin
Solid Balance Sheet Healthy Financial Structure*
4.7x
4.5x
22% 21% 21% 22%
3.5x
51% 44%
50% 54%
2.2x
28% 35%
27% 24% 2.0x 1.9x
1.0x
1.4x
2015 2016 2016 - H1 2017 - H1 1.3x
Shareholders' Equity / Total Liabilities&Shareholders' Equity 0.7x
Long Term Liabilities / Total Liabilities&Shareholders' Equity 2013 2014 2015 2016 2017LTM
Short Term Liabilities / Total Liabilities&Shareholders' Equity
Net Debt / EBITDA Net Non-PF Debt /Non-PF EBITDA
* Non-PF Net Financial Debt: Excludes Project Financing Debt for PPP Projects, and represents the net borrowing for YDA Group’s other activities. It is one of the
15 regular qualification requirements for bond issuances. (it is requested that this ratio should be below 2.95x during bond issue period). Calculated using last 12
months EBITDA of 2017 for 2017/6 period.
** CAGRCompounded Annual Growth Rate (2012-2016), Source: Audited Financial Statements7 2
Accessibility to Capital Markets 6 3
5
Successful completion of bond issuances enhance the reliability of YDA Group and strengthens its position in capital
markets.
Issue Size TRY100,000,000 Issue Size TRY125,000,000
Term 728 days Term 728 days
Issue Date 2 July 2014 Issue Date 26 July 2016
Maturity Date 29 June 2016 TRY TRY Maturity Date 24 July 2018
100 125
Interest Rate Type Benchmark Bond (2 Year GDS*) Interest Rate Type Benchmark Bond (2 Year GDS*)
million million
Spread 375 bps Spread 350 bps
Issue Size TRY200,000,000 TRY TRY Issue Size TRY125,000,000
200 125
Term 1,092 days Term 1,457 days
million million
Issue Date 16 December 2014 Issue Date 26 July 2016
Maturity Date 12 December 2017 Maturity Date 22 July 2020
Interest Rate Type Benchmark Bond (2 Year GDS*) Interest Rate Type TRLIBOR (3 Months)
Spread 390 bps Spread 350 bps
All issuances were made to qualified investors without public offering. EBRD invested TRY40 million and TRY70 million in YDA Group’s issuances with maturity dates of December
12, 2017 and July 22, 2020, respectively.
Sale to Over 50 different Institutional Investors (Asset Management Companies, Pension Funds, Insurance Companies, etc.)
TURK Rating upgraded the long-term local rating of YDA Group from TR-AA to TR-AA + as a confirmation of its confidence
that the strong financial structure of YDA Group will be carried forward in the future.
25/11/2014 (Initial) 18/01/2016 (Update) 03/08/2017 (Upgrade)
Long-Term Rating: TR AA Long-Term Rating: TR AA Long-Term Rating: TR AA+
Short-Term Rating: TR A1 Short-Term Rating: TR A1 Short-Term Rating: TR A1
Outlook: Positive Outlook: Positive Outlook: Stable
* GDS: Government Debt Securities
167 2
Corporate Structure & Effective Management 6 3
5
Strong Corporate Structure and Effective Management
Vast experience in project management in Turkey and abroad International Experience in 3
Very strong reputation in the market vis-a-vis suppliers and public bodies
Continents 9 Countries
Highly motivated, experienced & professional team
Corporate and independent Board (3/7 independent member) structure
Leadership in medical PPP sector
Competence to work with domestic and foreign financial institutions
Executive Committees on technical and financial sides with strong know-how
Developments & Action Plans on Corporate Structure Awards & Sectoral Leadership
Strengthening Transparency, Sustainability and Corporate
Governance
Improvement of the Board and Committee structure
Maintaining the Financial Discipline
Corporate Social Responsibility (CSR) Projects
Completing the investments regarding to Green &
Sustainable Bond
177 2
Key Risks About The Instrument 6 3
5
Key Risks About the Instrument Key Risks About the Business
Country risk Environmental and Social Impact and Safety Risks
Cost Increase Risk
Credit Risk / Default Risk
Supplier and Subcontractor Risk
Liquidity Risk Risk of sustainability of revenues in the sector
Regulatory Risk
Real Estate Specific Risks (Regulatory Risk, Bubble
Risk)
Currency Risk
Force Majeure
Geopolitical risks that may affect the tourism industry
Interest Rate Risk and aviation industry
Specific Risks related to PPP Projects, including but not
limited to regulatory changes, permits, EPC
contractor/O&M company risk, equipment risk, delay
risk, suspension risk, payment/default risk of
Government, operational performance risks, arbitration
risk, penalty risk and termination risk, market test risk.
Reputation Risk
YDA Group takes necessary actions and precautions in order to mitigate the risks
related with the instrument and with the business.
18 About YDA Group 3
About the Issuance 20
Attachments 33
197 2
Use of Proceeds 6 3
5
Use of Proceeds from the Bond Issue
YDA Group plans to use the proceeds of the bond issue with floating coupon rate and TRY300million nominal
value (The total offering size can be increased depending on the final book size, while the issue size of each
tranche can be reset in line with the demand) or financing the following projects on proportional basis:
■ %35 to Şanlıurfa PPP Project
■ %25 to Banking Regulation and Supervision Agency (BDDK) Headquarters and YDA Prime Project at Istanbul
International Financial Center
■ %20 to Konya PPP Project
■ %10 to Kayseri PPP Project
■ %5 to Dalaman International Airport Project
■ %5 to renovation and capacity improvement project for İzmir Dikili Agriculture Facility
207 2
Previous and Current CMB Limits and Outstanding Bonds 6 3
5
Previous and Current Capital Markets Board Limits
Institution Approval Approval Number Approved Limit (TRY)
Capital Markets Board of Turkey 13.06.2014 18/580 300,000,000
Capital Markets Board of Turkey
21.04.2016 13/460 500,000,000
Capital Markets Board of Turkey
17.11.2017 42/1410 1,000,000,000
Previous and Current Outstanding Bonds
Outstanding
ISIN Code Issue Date Maturity Date Coupon Index Spread (bps) Explanation
Nominal (TRY)
Coupon and Principal Payments were
TRSYDAT61625 2.07.2014 29.06.2016 Benchmark 375 100,000,000
made as of due dates.
Coupon and Principal Payments were
TRSYDATA1711 16.12.2014 12.12.2017 Benchmark 390 200,000,000
made as of due dates.
TOTAL 300,000,000
Outstanding
ISIN Code Issue Date Maturity Date Coupon Index Spread (bps) Explanation
Nominal (TRY)
Coupon Payments were made as of due
dates.
TRSYDAT71814 26.07.2016 24.07.2018 Benchmark 350 125,000,000
Remaining Coupon and Principal
Payments will be made as of due dates
Coupon Payments were made as of due
dates.
TRSYDAT72010 26.07.2016 22.07.2020 3M TRLIBOR 350 125,000,000
Remaining Coupon and Principal
Payments will be made as of due dates
TOTAL 250,000,000
217 2
Coupon Calculation Method / Benchmark Indexed Bond 6 3
5
Coupon Calculation Method Details
■ Floating rate Bonds priced over the applicable Benchmark ■ The Benchmark Rate for the pricing of the First Tranche will
Rate [and Margin] as follows. be based on CMTR.
■ Reference Annual Compound Yield used as a basis for the ■ For purposes of these Bond Terms:
pricing of the bond, is determined by using the last three
traded days’ weighted average compound yield (same day ■ "CMTR" means constant maturity treasury reference 2 year
value) of the CMTR on book closing date for the first coupon maturity fixed coupon government bond (in Turkish, “devlet iç
and on each Interest Determination Date, i.e. 1 Business Day borçlanma senedi”) issued as benchmark bond by the
before the first day of each Coupon Payment Date, for the Department Undersecretariat of Treasury of Turkey (T.C.
remaining coupons. “Hazine Müsteşarlığı”).
Reference Quarterly Simple Yield = ((Reference Annual ■ If a CMTR has been issued for the first time and has not
Compound Yield +1)^(Number of Days within the relevant been exchanged on Borsa Istanbul for the last three traded
coupon period/365))-1 days on the Interest Determination Date, the calculations for
that Interest Determination Date will be based on the
■ “Quarterly Coupon Yield” will be calculated by adding previous CMTR.
Reference Quarterly Yield to the quarterly margin, which is
"Number of days in the relevant coupon period/365" of ■ If CMTR has not been traded for the last three business days
Annual Margin. on the Interest Determination Date, the calculations will be
based on the last three traded business days.
Quarterly Coupon Yield = Quarterly Reference Yield + (Annual
Margin *(Number of days in the relevant coupon period/365)) ■ Interest Determination Date being 1 Business Day before
each Coupon Payment Date.
■ Four digits after the decimal point are taken into account for
the aforementioned calculations.
227 2
Summary Term sheet of 791-day Floating Rate Bonds 6 3
5
Type of debt Instrument Bond
TRY 150,000,000 (The TRY 150 million nominal issue is part of a two tranches offering with 300 million total size.
Issue Size (TRY) The total offering size can be increased depending on the final book size, while the issue size of each tranche can
be reset in line with the demand)
Issuer’s Credit Rating AA+ Long Term National– Turk Rating
Term 791 Days
Coupon Type Floating
Frequency of Coupon Payments Quarterly
Principal Payment Date At maturity on 9th Coupon date i.e. 14.02.2020
Issue Market TRY Domestic
Issue Method Sale to Qualified Investors
Bookrunners Is Investment & Ziraat Investment
Bookbuilding 13 December 2017
Interest Accrual Date 15 December 2017
Maturity Date 14 February 2020
1st Coupon: 16.02.2018, 2nd Coupon: 18.05.2018, 3rd Coupon: 17.08.2018, 4th Coupon: 16.11.2018, 5th
Coupon and Principle Payment Dates Coupon: 15.02.2019, 6th Coupon: 17.05.2019, 7th Coupon: 16.08.2019; 8th Coupon: 15.11.2019; 9th Coupon and
Principal Payment: 14.02.2020
Government Benchmark TRT131119T19 (13 November 2019 maturity TRY Govt)
Annual Spread (Simple) 3.75% (375 bps)
Listing Borsa İstanbul
INDICATIVE PRICING
Indicative Pricing Date 8 December 2017
91 Days (According to Number of Coupon Days of
Number of Coupon Days 63 Days (1st Coupon)
remaining coupons)
CMTR Compound Yield 13.35% 13.35%
CMTR Quarterly Simple Yield 2.19% 3.17%
Annual Spread 3.75% 3.75%
Coupon Rate 2.84% 4.10%
Annual Bond Yield (Simple) 16.45% 16.45%
Annual Bond Yield (Comp.) 17.62% 17.49%
Bond Price TRY 1.00
237 2
Pricing Method/ Bonds priced over the 3 month TRLIBOR rate 6 3
5
Coupon Calculation Method Details
■ Floating rate Bonds priced over the applicable Benchmark ■ The Benchmark Rate for the pricing of the Second Tranche
Rate and Margin as follows. will be TRLIBOR.
Coupon Rate = (Benchmark Rate + Margin) * Actual Day For the purposes of these Bond Terms:
Count /365.
TRLIBOR” means
■ Six digits after the decimal point are taken into account for
the aforementioned calculations. ■ for the first Coupon Payment Date, the 3-month TRLIBOR
rate on the TRLIBOR website (www.trlibor.org) at (or about)
11:15 AM Turkish time/EEST on the Book-building Date; and
■ for any other Coupon Payment Date, the 3-month TRLIBOR
rate on the TRLIBOR website (www.trlibor.org) at or about
11:15 AM Turkish Time/EEST on the relevant Interest
Determination Date.
■ Benchmark Rate fixing and final determination of the first
coupon rate will be done on the Book-building Date.
■ Interest Determination Date being 2 Business Days before
each Coupon Payment Date.
247 2
Summary Term Sheet of 1552-day Floating Rate Bonds 6 3
5
Type of debt Instrument Bond
TRY 150,000,000 (The TRY 150 million nominal issue is part of a two tranches offering with 300 million total
Issue Size (TRY) size. The total offering size can be increased depending on the final book size, while the issue size of each
tranche can be reset in line with the demand)
Issuer’s Credit Rating AA+ Long Term National– Turk Rating
Term 1552 Days
Coupon Type Floating
Frequency of Coupon Payments Quarterly
Principal Payment Date At maturity on 17th Coupon date i.e. 16.03.2022
Issue Market TRY Domestic
Issue Method Sale to Qualified Investors
Bookrunners Is Investment & Ziraat Investment
Bookbuilding 13 December 2017
Interest Accrual Date 15 December 2017
Maturity Date 16 March 2022
1st Coupon: 21.03.2018, 2nd Coupon: 20.06.2018, 3rd Coupon: 19.09.2018, 4th Coupon: 19.12.2018, 5th
Coupon: 20.03.2019, 6th Coupon: 19.06.2019, 7th Coupon: 18.09.2019, 8th Coupon: 18.12.2019, 9th
Coupon and Principle Payment Dates Coupon: 18.03.2020, 10th Coupon: 17.06.2020, 11th Coupon: 16.09.2020, 12th Coupon: 16.12.2020, 13th
Coupon: 17.03.2021, 14th Coupon: 16.06.2021, 15th Coupon: 15.09.2021, 16th Coupon: 15.12.2021, 17th
Coupon and Principal Payment: 16.03.2022
Reference Rate 3 month TRLIBOR rate on the TRLIBOR website (www.trlibor.org).
Annual Spread (Simple) %3,75 (375 bps)
Listing Borsa İstanbul
INDICATIVE PRICING
Pricing Date 8 December 2017
Reference Rate for the 1st Coupon Rate (3 month
14.3763%
TRLIBOR rate)
Annual Bond Yield (Simple) Based on 1st Coupon Rate 18.1263%
1st Coupon Rate 4.7675%
Annual Bond Yield (Comp.) Based on 1st Coupon Rate 19.3722%
Bond Price TRY 1.00
257 2
YDA Green/Sustainable Bonds 6 3
5
What Additional Obligations Does
What is Green/Sustainable Bond?
Green/Sustainable Bond Bring to the Company?
■ Any kind of bond instrument whose proceeds are partially or ■ A transparent management of proceeds mechanism must be
completely used to finance or refinance new and/or existing established to ensure that the allocation of the proceeds from
eligible projects with positive impact in the fields of bonds is used for projects identified as having a
green/social/sustainability. green/sustainable positive impact.
■ For a bond to be labeled as Green/Sustainable Bond, it is ■ The added value of the projects/bonds must be monitored on
expected to meet the following 4 core standards of the ICMA the green/sustainable axis and reported periodically by the
(International Capital Markets Association) Green Bond issuer in the framework of the transparency principle.
Principles/Social Bond Principles:
■ YDA Construction's Green/Sustainable Bond Second Party
■ Use of Proceeds Opinion is provided by TSKB Sustainability Consultancy Inc.
■ Project Evaluation and Selection Process - Escarus*. Assessments of Escarus focus on examining,
■ Management of Proceeds with an stance the compliance of YDA's Bond
Framework with the Green Bond Principles and Social Bond
■ Reporting Principles, YDA's sustainability approach, and how and to
what extent this approach is aligned with the Framework.
*www.escarus.com
The first ever issued ‘Green & Sustainable Bonds’
in domestic Debt Capital Markets of Turkey to qualified investors.
267 2
YDA Green/Sustainable Bonds 6 3
5
Use of Proceeds- Eligibility Criteria
Project Type Project Eligibility Criteria Project Key Performance Indicator
Renovations or new green building investments with the
• Annual energy savings (kWh/year) and/or annual
minimum levels of
CO2 emission reduction (ton/year),
• Energy savings with respect to the reference building
LEED Silver
Energy Efficiency Projects (%),
• Water savings with respect to the reference building
BREEAM Good
(%).
from internationally accepted green building certifications.
• The amount of annually generated electricity
(kWh/year)
Solar Power Projects "Rooftop" or "solar power plant" projects to generate electricity.
• The amount of annual CO2 emission reduction
(ton/year)
• Number/Weight of products per m2,
• Type of renewable energy source and the amount of
generated energy (kWh/year),
Agricultural investments that obtain all or a portion of its • The ratio of the amount of annually generated
energy from renewable energy sources, and that reduce water electricity in the facility to the total amount of
Sustainable Agriculture Projects electricity consumed in the facility (%)
and energy consumption with innovative solutions and
improvements in irrigation systems. • Type of renewable energy source and the amount of
heat attained from the source (kWh/year),
• The amount of annual water consumption (m3/year).
Investments that address a large part of the population, that
aim to raise the existing quality level in the health sector, and • Number of beds,
that adopt the principle of inclusiveness.
Investments planned with high-tech support, are accessible,
and contribute to Turkey's development plans and sustainable • Number of patients (annually),
Social Infrastructure Projects - Hospital development goals.
Projects for which Environmental and Social Impact Analysis
has been done, and whose environmental and social impact • Number of jobs to be created.
has been minimized within the scope of the investment.
277 2
Terms of Order Submission and Features of the Bonds 6 3
5
Qualified Investors Terms of Order Submission
Qualified Investors are defined in Communiqué on Principles of ■ Investors registered to Central Registry Agency ("CRA") as
Establishment and Activities Of Investment Firms by Capital Qualified Investor are able to submit their orders for
Markets Board ("Board") (III-39.1) as follows; issuances. The ones who are not registered as Qualified
Investor to CRA shall contact their intermediary institution in
■ Intermediary institutions, banks, portfolio management
order to be registered as Qualified Investor.
companies, collective investment schemes, pension funds,
insurance companies, mortgage finance corporations,
asset management companies and their equivalent ■ Orders of Qualified Investors should be denominated in
institutions residing abroad number where the minimum order amount is 10,000 with
■ Pension and charity funds, and funds established pursuant increments of 1,000.
to temporary article 20 of the Social Security Law no. 506
dated 17/7/1964 Features of Bonds
■ Public entities and institutions, and Turkish Central Bank,
and such international organizations as World Bank and
International Monetary Fund ■ Private sector bonds are non-equity notes that provide
additional return over bonds issued by sovereign or other
■ Other institutions which may be accepted by the Board to base rates such as TRLIBOR. There is not any third party
be similar to the aforementioned institutions due to their repayment guarantee for these bonds and the investors carry
characteristics partial or total non-repayment risk of issuers.
■ Institutions meeting at least two of the criteria of having a
total assets of more than 50,000,000 Turkish Lira, a yearly
net sales of more than 90,000,000 Turkish Lira, and a ■ Private sector bonds will be listed on the Outright Purchases
shareholders’ equity of more than 5,000,000 Turkish Lira and Sales Market under Borsa Istanbul’s Debt Securities
Market. Investors can recognize profit or loss from
■ Institutions’ total financial assets, including but not limited transactions that are conducted before maturity in line with
to their cash deposits and owned capital market the market conditions.
instruments, must exceed 1,000,000 Turkish Lira;
287 2
Expected Timing for the Issuances 6 3
5
Bookbuilding Date 13 December 2017
Finalization of Allocation 13 December 2017
First Coupon Interest Rate Calculation 13 December 2017
Settlement 15 December 2017
Commencement of Trading on BIST (Estimated) 18 December 2017
Investors will not pay the amount of bonds they demanded on the Bookbuilding day. They must transfer the amount of the bonds they have been entitled to
receive on 15 December 2017 by 16pm.
297 2
Coupon Payment Dates 6 3
5
791 Days 1552 Days
Coupon Payment Dates Coupon Payment Dates
1.Coupon 21.03.2018
1.Coupon 16.02.2018
2.Coupon 20.06.2018
2.Coupon 18.05.2018
3.Coupon 19.09.2018
3.Coupon 17.08.2018
4.Coupon 19.12.2018
4.Coupon 16.11.2018 5.Coupon 20.03.2019
5.Coupon 15.02.2019 6.Coupon 19.06.2019
6.Coupon 17.05.2019 7.Coupon 18.09.2019
7.Coupon 16.08.2019 8.Coupon 18.12.2019
8.Coupon 15.11.2019 9.Coupon 18.03.2020
9.Coupon and Principal Payment 10.Coupon 17.06.2020
14.02.2020
11.Coupon 16.09.2020
12.Coupon 16.12.2020
13. Coupon 17.03.2021
14.Coupon 16.06.2021
15. Coupon 15.09.2021
16. Coupon 15.12.2021
17.Coupon and Principal Payment 16.03.2022
307 2
Taxation Information 6 3
5
Limited Tax Payers
Full Tax Payers (corporation) Full Tax Payers (real person) Limited Tax Payers (Corporation)(1)
(real person)
a) Interest income derived by foreign corporations in the nature of joint
a) Interest income derived by joint stock companies, stock companies, companies limited by shares and limited companies
- is subject to 10%
companies limited by shares and limited companies - is subject to 10% withholding. and foreign corporations which are determined by Ministry of Finance
withholding.
and investment funds; to be in similar nature with investment funds and investment trusts
established according to the Capital Markets Code (3);
Interest Income
- is subject to 0% withholding. - Withholding is the final tax. - is subject to 0% withholding. - Withholding is the final tax.
- is subject to corporate tax. - Not declared. - Withholding is the final tax. - Not declared.
b) Interest income derived by companies (2) other
- Not declared.
than those mentioned above;
b) Interest income derived by companies other than those mentioned
- Subject to 10% withholding.
above;
- Companies which have to submit tax return can
offset the withholding paid from the corporate tax - is subject to 10% withholding.
calculated on the tax return.
- Withholding is the final tax.
- Not declared.
a) Gains derived by foreign corporations in the nature of joint stock
a) Gains derived by joint stock companies, companies, companies limited by shares and limited companies and
- Subject to 10%
companies limited by shares and limited companies - Subject to 10% withholding. foreign corporations which are determined by Ministry of Finance to be
withholding.
and investment funds; in similar nature with investment funds and investment trusts
(3)
established according to the Capital Markets Code ;
Capital Gains
- are subject to 0% withholding. - Withholding is the final tax. - are subject to 0% withholding. - Withholding is the final tax.
- are subject to corporate tax. - Not declared. - Withholding is the final tax. - Not declared.
b) Gains derived by companies(2) other than those
- Not declared.
mentioned above;
- are subject to 10% withholding. b) Gains derived by companies other than those mentioned above;
- Companies which have to submit tax return can
offset the withholding paid from the corporate tax - are subject to 10% withholding.
calculated on the tax return.
- Withholding is the final tax.
- Not declared.
(1) For the non-resident corporations who do not own a permanent establishment and a permanent representative in Turkey.
(2) The companies other than those mentioned under article 2/1 of the Corporate Tax Code (capital stock companies; joint stock companies, companies limited by shares and limited companies and
investment funds) can be exemplified as cooperatives, economic public institutions, foundations and associations and their economic enterprises and business partnerships.
(3) Limited liability partnerships, country funds, funds owned by administrations and establishments, investment companies and all the other foreign corporate investors, which are operating in Turkey
exclusively for deriving capital gains through marketable securities and other capital market instruments and for using the rights related to these, are considered as taxpayers in similar nature with
investment funds and investment trusts established according to the Capital Markets Code (No 2499) based on Income Tax General Communiqué series no 277 dated December 25, 2010.
31 About YDA Group 3
About the Issuance 20
Attachments 33
327 2
Corporate Structure & Effective Management – Board of Directors 6 3
5
Mr. Hüseyin Arslan graduated from The Middle East
Technical University, Civil Engineering Dept. in 1992, with Mustafa ERDİN
High Honors degree. He has been the Chairman of YDA Ankara Üni. Business Administration (BSc.)
Group Board of Directors since 1993. Boston Univ. Financial Economics (Msc.)
Board Member
He is also a Board Member of the Turkish Contractors Internal Audit Committee Member
Association, a deep seated and reputable institution of the
Turkish construction industry, the Honorary Consul of
Ukraine in Muğla, and an invited speaker to conferences in
Turkey and abroad on subjects such as the real estate
sector, and especially Public - Private Partnerships (PPP).
It is Mr. Hüseyin ARSLAN’s responsibility to undertake the Tahsin SEZGEL
corporate and financial management, business Gazi Üniversitesi Finance (BSc.)
development, strategic planning and representation of the Board Member
YDA Group, one of the leading conglomerates in Turkey,
Hüseyin ARSLAN with its local and international affiliates active in various
ODTÜ Civil Engineering (BSc.) industries, creating a business volume at global standards.
Turkish Contractors Association
Board Member Also, Hüseyin ARSLAN act as the Board Member of Saudi
Chairman Arabia Center for Privatization and PPP since 2017.
(Since 1993) Mike DAVEY
Massey University Business (BSc.)
EBRD Turkey Ex-Country Director
Independent Board Member
Mr. Cüneyt Arslan graduated from The Middle East
Technical University, Civil Engineering Dept. in 1996, with
High Honors degree. He has been the Deputy Chairman of
the Board of Directors and CEO of the YDA Group since
his graduation.
Prof.Dr. Mehmet BARCA
With a strong experience and expertise in a wide range of Ankara Üni. Political Sciences (BSc.)
areas from housing projects to airports, industrial Leicester Üni. (Msc.)
structures and infrastructure projects both in Turkey and Independent Board Member
abroad, Mr. ARSLAN is also the founding partner of all Chairman of Internal Audit Committee
companies under the YDA Group. Ankara Sosyal Bilimler Üniversitesi Rektörü
Mr. Cüneyt ARSLAN is in charge of all technical
operations of the YDA Group, which carries out Turnkey
Projects, Airport and Healthcare Campus Investments
through Build-Operate-Transfer (BOT) and Public - Private Yrd.Doç.Dr. Hamdi PINAR
Partnership (PPP) models, as well as Real Estate Ankara Üni. Hukuk Fakültesi (BSc.),
Cüneyt ARSLAN Münih Ludwig Maximillians Üni. (Msc.)
investment projects, and which is the leading and most
ODTÜ Civil Engineering (BSc.) Independent Board Member
experienced company in the field of city hospitals in
Deputy Chairman & CEO Internal Audit Committee Member
Turkish Healthcare Sector.
(Since 1996) Bilkent Üniversitesi Öğretim Üyesi
337 2
Corporate Structure & Effective Management – Management Team 6 3
5
Ahmet İSPİR Cahit YILMAZ Ercan ÖKSÜZ Sinan TURAN Ömer ÖKSÜZ
Yıldız Teknik Üni. Gazi Üniversitesi ODTÜ Yıldız Teknik Üniversitesi İTÜ
Civil Engineering (BSc.) Faculty of Architecture (BSc.) Civil Engineering (BSc./MSc.) Civil Engineering (BSc.) Ship Machinery and Management
Assistant General Manager Assistant General Manager Assistant General Manager Assistant General Manager Engineering (BSc.)
(Overseas Contracting) (Real Estate Development & (Infrastructure Projects) (Domestic Contracting) Assistant General Manager
Investments) (Electromechanics)
Cumhur BİLEN Dr.Rıdvan ÇABUKEL Ekin ATMAN
Ankara Üni. School of Political Science, Ankara Üni. School of Political Science, Gazi Üniversitesi Business
Finance Dept (BSc.) Finance Dept (BSc.) Administration (BSc.)
Vlerick Business School (MBA) Pace University (MBA) Swansea University Finance (MSc.)
CFO Gazi Üniversitesi Finance (PhD) Coordinator
Advisor to Board Corporate Secretary
347 2
Consolidated Financial Statements 6 3
CONSOLIDATED INCOME STATEMENT (TRY million) 2014 2015 2016 30.06.2017
Revenues 1,180.90 1,529.60 2,015.90 944.5
Cost of Sales (-) -972.7 -1,269.40 -1,485.10 -753.9
Gross Profit (Loss) 208.2 260.2 530.8 190.6
Marketing and Selling Expenses (-) -11.3 -6.2 -7.7 -3.9
General Administrative Expenses (-) -22.4 -23.5 -56.7 -23.1
Research and Development Expenese (-) -5.9
Other Income from Operating Activities 11.1 26.1 23.3 15.9
Other Expenses from Operating Activities (-) -8.2 -38.7 -28.7 -32.5
Operating Profit (Loss) 177.4 218 461 141
Income Before Financing Activities (Loss) 171.3 249.1 461.2 140.9
Financial Income 86.1 279.1 253.7 208
Financial Expenses (-) -129.9 -482.4 -510.3 -271.2
Profit Before Tax (Loss) 127.4 45.8 204.6 77.7
Taxation Income (Expense) -22 30.6 73.8 43.8
Net Profit (Loss) 105.4 76.4 278.4 121.5
MARGINS 2014 2015 2016 30.06.2017
Gross Profit Margin 18% 17% 26% 20%
EBIT Margin 15% 14% 23% 15%
Net Profit Margin 9% 5% 14% 13%
Operating Profit / Sales 2,9% 1,9% 3,2% 2,9%
EBITDA Margin 19,8% 16,0% 24,3% 16,6%
The Company’s IFRS based 2014 Consolidated Financial Statements were audited by Referans Independent Audit and Consultancy Inc.Co.
35 The Company’s IFRS based 2015 Consolidated Financial Statements were audited by Karar Independent Audit Consultancy Inc.Co. (member firm of JHI Association).
The Company’s IFRS based 2016 and 30.06.2017 Consolidated Financial Statements were audited by Vezin Independent Audit Inc.Co. (member firm of HLB International).7 2
Consolidated Financial Statements 6 3
ASSETS (TRY million) 31.12.2014 31.12.2015 31.12.2016 30.06.2017
Current Assets 1,902.40 2,431.40 2,963.00 3,534.80
Cash and Equivalents 408.8 427.9 672.6 659
Trade Receivables 363 606.2 669.5 621.6
Other Receivables 183.3 127 183.2 191.8
Inventories 486.2 612.5 692.6 959.4
Receiavles from Ongoing Construction Works 160.4 140.2 122.7 305.4
Other Current Assets 300.7 517.6 622.5 797.6
Fixed Assets 505.7 951.4 2,078.90 2,659.30
Investments Valued by Equity Method 1 0.4 0.6 0.4
Real Estate Investments 82 141.9 193.9 194.9
Tangible Fixed Assets 170.2 160.1 165.4 175.7
Intangible Fixed Assets 7 66.6 66.5 310.7
Other Fixed Assets 245.6 582.4 1,652.50 1,977.60
Total Assets 2,408.10 3,382.80 5,041.90 6,194.00
LIABILITIES (TRY million) 31.12.2014 31.12.2015 31.12.2016 30.06.2017
Short Term Liabilities 825.3 923.7 1,229.70 2,144.70
Short Term Borrowings 213.8 273.5 255.6 693.1
Short Term Portion of Long Term Borrowings 48.9 56.7 118.8 224.6
Trade Payables 357.3 355 643.1 766.6
Deferred Revenues 120 68.6 39.1 295.3
Other Short Term Liabilities 85.2 169.9 173.1 165.2
Long Term Liabilities 991 1,705.50 2,747.40 2,698.60
Long Term Borrowings 653.8 1,001.30 2,241.00 2,422.40
Other Payables 38 54.5 70.5 74.3
Deferred Revenues 273.1 586.1 280.4 121.3
Other Long Term Liabilities 26.1 63.5 155.4 80.6
Shareholders’ Equity 591.9 753.6 1,064.80 1,350.70
Equity Attributable to Controlling Shareholders 446.9 555.6 854.7 1,099.90
Non-controling Interests 145 198 210.1 250.8
Total Liabilities and Shareholders’ Equity 2,408.10 3,382.80 5,041.90 6,194.00
The Company’s IFRS based 2014 Consolidated Financial Statements were audited by Referans Independent Audit and Consultancy Inc.Co.
36 The Company’s IFRS based 2015 Consolidated Financial Statements were audited by Karar Independent Audit Consultancy Inc.Co. (member firm of JHI Association).
The Company’s IFRS based 2016 and 30.06.2017 Consolidated Financial Statements were audited by Vezin Independent Audit Inc.Co. (member firm of HLB International).Disclaimer YDA Group has prepared this presentation for the sole purpose of providing information, which contains forward-looking statements that reflect the Company Management’s current views with respect to certain future events. Although it is believed that the expectations reflected in these statements are reasonable, they may be affected by a variety of variables and changes in underlying assumptions that could cause actual results to differ materially. No representation or guarantee is made by YDA Group for the accuracy or completeness of the Information contained herein. The Information is subject to change without any notice. Neither the presentation nor the information can construe any investment advise, or an offer to buy or sell YDA Group shares/bonds. This presentation and/or the information cannot be copied, disclosed or distributed. YDA Group expressly disclaims any and all liability for any statements including any forward looking projections and statements, expressed, implied, contained herein, or for any omissions from information or any other written or oral communication transmitted or made available. Neither YDA Group nor any of its directors, managers, employees nor any other person shall have any liability whatsoever for any loss arising from use of this presentation. 37
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