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Marzo 2014
1H 2014 Results
28 July 2014
2
Corporate structure
(1) The percentage is calculated net of treasury shares
Non-core
investments
53.1% 55.8% 57.2% 51.3%
€2.3Bio €712m €1.3Bio €373 m
Generation,
marketing and
supply to final
customers in both
electricity and
natural gas
sectors
All Media sectors
from dailies and
periodicals to
radio, Internet,
television, and
advertising
Global automotive
components
supplier (filters,
engine air and
cooling systems
and suspensions)
Nursing homes,
rehabilitation and
hospital
management
Education
Private equity
NPL
Revenues
2013
Businesses
Competitive
position
Leader in circulation of Italian dailies
N.1 news magazine
N.1 Italian information website
Third Italian radio network
Leader in its core
businesses (filters
and suspensions)
in Europe and
South America
--
Leader in Italian
long term care
(nursing homes and
rehabilitation)
Total € 4.8 Bio
(1) (1)
At 30 June 2014
(2)
(2) Assets held for sale
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• Founded in 1976 by Carlo De Benedetti; controlled (45.9%) by COFIDE-Gruppo
De Benedetti
• Long term investment strategy, with focus on controlling stakes
• Balanced portfolio of businesses, with leading positions in their respective
businesses
• Active role in governance and in strategic decision making of portfolio
companies
• No leverage and significant liquidity available at holding company level
• Commitment to low cost structure
CIR Group profile
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• On July 23, 2014 CIR, Sorgenia Holding and VERBUND AG have signed an
agreement with lenders, functional to the restructuring of Sorgenia’s debt. At the
same time, Sorgenia has signed a standstill agreement with the same lending
banks
• The debt restructuring process will follow the “182 bis” court procedure; the
agreement includes a capital increase of €400 million in which the current
shareholders will not take part, which will be entirely subscribed by the lending
banks through the conversion of their receivables into Sorgenia’s capital. The
conversion of receivables by the banks is also envisaged for an additional amount
of €200 million through a mandatory convertible (‘convertendo’)
• Once the deal has been completed, CIR, Sorgenia Holding and VERBUND AG
will no longer hold shares of Sorgenia. It is agreed however that former
shareholders will receive an earn‐out equal to 10% of any distributions or sale
proceeds, in excess of the capital subscribed by the lending banks capitalized at a
rate of 10% p.a.
• Completion of the transaction is expected to take place around year end
Sorgenia - Agreement signed with banks
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• Following the Sorgenia agreement, the CIR group, pursuant to IFRS 5,
changed the consolidation methodology for the accounts at June 30, 2014
with regards to the Sorgenia group
• According to the above principle, Sorgenia is not consolidated anymore on a
line by line basis in the CIR Group accounts: all assets and liabilities are
shown instead as a single line item called “Assets / Liabilities held for sale”,
and the same principle is applied to the income statement
Sorgenia - Change in consolidation principles
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• Consolidated net income: €5.3 million, vs. €-164.9 million in 1H 2013, where
the loss was mainly attributable to Sorgenia (the pro-forma net income net of
Sorgenia would have been € 5.8 million)
• The net financial position of the CIR Group at June 30, 2014 was €56.6
million (vs. € 1.845,3 at 31 December 2013) and it now includes :
- A net financial surplus at holding level of €506 million
- A net debt of consolidated subsidiaries of €562.6 million (vs. €2,383.3 at
31 December 2013, that also included Sorgenia’s net debt)
1H 2014 consolidated financial highlights
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Consolidated income statement
€ m
Group Net income (164.9) 5.3
(26.5) Interest expense (26.4)
69.3
1H 2013 1H 2014
EBIT
EBITDA 122.6 107.7
52.0
Revenues 1,240.3 1,213.0
(24.0) Income taxes (15.8)
(344.9) Loss on assets held for sale (0,1)
(1) Reclassified by deconsolidating Sorgenia
(1)
Net Income including third party interests (326.1) 9.7
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Consolidated income statement by business sector
€ m
CIR holding level (8.8) 4.4
Net result (164.9) 5.3
(1) Including Holding costs, Income/Loss from non strategic participations, Financial Income, Interest Expense, Taxes
(1)
3.1 KOS Group 3.0
9.4
1H 2013 1H 2014
Sogefi Group
Espresso Group 2.1 2.1
(4.2)
14.6 Total operating companies 0.9
Assets held for sale (170.7) --
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Consolidated balance sheet – main group assets
€ m
Group equity in consolidated balance sheet 31 Dec. 2013 30 June 2014
124.1 KOS 127.3
Fixed assets
99.7
18.8 18.5
Sogefi
Espresso 344.5 346.5
96.5
568.3 Total operating companies 570.3
NPLs 76.9 74.6
Private equity 63.9 64.9
Other investments 39.1 39.2
Other assets/liabilities
Net cash
(174.1)
538.0
(136.0)
506.0
(2)
(3) Including provisions for legal expenses and taxes concerning Lodo Mondadori cash in
1,131.0 1,137.6
(2) Non Performing Loans portfolios
(1) Including Cir Ventures, Education and other minor investments
Consolidated shareholders’ equity
(1)
(3)
Assets held for sale 0.1 0.1
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Sorgenia Group (1,855.1)
Consolidated net financial position
(155.7) KOS Group (158.6)
€ m
(304.6)
CIR holding level 538.0 506.0
31 Dec. 2013 30 June 2014
Sogefi Group
Espresso Group (73.5) (66.8)
--
(340.8)
(2,383.3) Total subsidiaries (562.6)
Consolidated net financial indebtedness (1,845.3) (56.6)
5.6 Other subsidiaries 3.6
Total shareholders’ equity 1,602.3 1,613.8
Consolidated net invested capital 3,447.6 1,670.4
(1) Including third party interests
(1)
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• Decrease of net cash at holding system level is mainly due to Lodo Mondadori
legal expenses
• Further €114 million of taxes (final amount) related to Lodo Mondadori were
disbursed In July 2014 (not included in numbers below)
Net financial position at “holding system” level
Net financial position at 30 June 2014 Evolution of net financial position
(1)
(1) Fair value of securities + securities income, trading
(2) Operating costs, extraordinary costs, taxes, legal costs
related to Lodo Mondadori, etc.
(2)
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Composition of liquid assets and gross financial debt
€ m
Hedge funds
Other (stocks, equity funds)
797.1
96.0
87.6
27.8
720.8
88.6
46.9
31 Dec.
2013
30 June
2014
Liquidity
Corporate bonds
Government bonds
83.8
15.3
59.8
509.8
15.7
582.6
Total liquid assets
31 Dec.
2013
30 June
2014
CIR S.p.A. 2004/2024 257.7 214.8
259.1 214.8 Gross financial debt
Other debt 1.4 --
Liquid assets at 30 June 2014
Government Bonds 2%
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1H 2014 Subsidiaries’ financial and operational highlights
Key strategic objectives 1H 2014 Highlights
Expansion of digital platforms, leveraging on
leadership in traditional media
Further efficiency improvement
Selective growth in emerging industry sectors, with
international focus (eg. Education)
Further consolidation in Italian nursing and
rehabilitation
Geographical expansion (India)
Global footprint, growth in non-European countries
Product innovation
Further efficiency improvement and restructuring of
manufacturing footprint
Decreasing but still positive net results in a challenging market
La Repubblica still the top daily newspaper for newsstand sales and readership
Decrease of press advertising revenues (-11.2%) vs. the total market (-12.4%)
Repubblica.it confirms its leadership among Italian news sites with 1.6 million unique users per day
Net debt €66.8 m vs. €73.5m at the end of 2013
Espresso
Sogefi
KOS
Non-core
investments
Positive performance of Education business
Continuing growth of revenues (+3.5%) thanks to ongoing organic and
external growth
Margins steady thanks also to efficiency improvement
Double digit growth of revenues in non-European markets, especially in
North America (+15.3%) and Asia (+32.3%); weakness of Latin American
markets. Slightly up at consolidated level (+5.9% at constant exchange
rates)
Negative effect of exchange rates and restructuring charges
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Espresso - overview
1H 2014 Revenues breakdown
NATIONAL PRESS
DIGITAL
ADVERTISING
National daily newspaper
18 Regional newspapers throughout Italy
Group network websites
Three national radio stations
Deejay TV
LOCAL
NEWSPAPERS
RADIO AND TV
Collection of advertising
€ m
1H 2013 1H 2014
Revenues 369.4 332.5
Net income 3.7 3.8
EBITDA 33.3 33.7
Key financials
Operating structure
1H 2014 Performance and outlook
• Despite the continuing crisis in the publishing sector, 1H results
were slightly positive and in line with the previous year
• Circulation revenues at €114.8m (-6.8% vs 1H 2013) decreased
less than the market (-11.7%); press advertising revenues at
€ 188.2m decreased 11.2%, less than the market (-12.4% May
YTD)
• 1.6 million unique users for Repubblica.it, confirming its
leadership position among Italian news sites
• On April 2 2014 a €100m five year convertible bond was issued,
with a coupon of 2.625% and conversion price of €2.1523
• On June 30 2014 the integration was completed of the digital
terrestrial network activities of Rete A and Telecom Italian
Media Broadcasting. This transaction gives rise to the largest
independent TV network operator in Italy with 5 digital
multiplexes (3 from TIMB and 2 from Rete A/Espresso).
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Sogefi - overview
Revenues 681.7 683.0
Net income 16.2 (7.3)
EBITDA 71.2 51.7
Key financials
ENGINE SYSTEMS
DIVISION
SUSPENSION COMPONENTS DIVISION
PRECISION SPRINGS TRUCKS CARS
€ m
1H 2013 1H 2014
• Sogefi 1H results were affected by the negative effect of
exchange rates and the costs related to the acceleration of the
restructuring plan in Europe
• Consolidated revenues are stable vs 2013 (+5.9% at same
exchange rates), thanks to the positive performance of the
North American and Asian markets, and despite the negative
impact of exchange rates and weak LatAm markets
• Consolidated EBITDA, net of € 14.4m of restructuring costs,
was €65.8m
• In order to refinance part of the existing bank debt, in May 2014
Sogefi issued a €100m, 7-year convertible bond, with a coupon
of 2% and a conversion price of €5.3844 per share
1H 2014 Performance and outlook
RENAULT/NISSAN
FORD
PSA
FCA/CNH Industrial
GM
DAIMLER
VOLKSWAGEN/AUDI
BMW VOLVO TOYOTA
DAF/Paccar
Revenues breakdown (1H 2014)
MAN
HONDA
CATERPILLAR
OTHERS
12.6%
12.4%
10.5% 11.9%
8.3%
6.9%
3.5%
2.8%
2.5%
2.0% 1.6% 1.4% 0.5% 0.4% 22.7%
66.1%
13.1%
Europe
Mercosur
NAFTA 15.1%
5.5% 0.2%
Increasing weight
of non-European
markets
Countries Customers
Asia others
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KOS - overview
€ m 2011 2012
Revenues 186.5 193.0
Net income 6.1 6.0
EBITDA 27.4 28,0
Key financials
SHAREHOLDERS
HOSPITAL
MANAGEMENT RSA REHABILITATION
CIR (51.3%) ARDIAN (46.7%) Management and others (2.0%)
Operating structure
1H 2013 1H 2014
3.6
3.4
6.3
9.8
35.0
102.2 7.9 21.8
46.5
102.9
19.1
Revenues breakdown by region (2013)
4.6
• 1H 2014 revenues were up 3.5% from € 186.5 million in 2013,
thanks to business development in the three business units
• Increase in EBITDA was mainly due to new activities undertaken
in 2013. Net income is stable vs. 1H 2013
• On May 30, 2014 Kos acquired 100% of Villa Azzurra, a private
neuropsychiatry hospital with 100 beds in Riolo Terme
(Ravenna).
• The company now has 70 care homes in the centre and north of
Italy with a total of 6,204 beds (+ about 500 under construction)
• Main objectives are to pursue market consolidation in core
businesses and to selectively internationalize its business
footprint, with a primary focus on India
1H 2014 Performance and outlook
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• Education
- SEG (Swiss Education Group), a world leader in education for hospitality
management (hotels, restaurants, etc.) with over 5,000 students coming from
80 different countries. CIR has an interest in SEG of 19.5%. The book value of
the investment as at June 30, 2014 was €21.6 million
• Private equity
- Diversified portfolio of private equity funds and direct minority private equity
participations, that produced a double digit return over its life. The fair value at
June 30 2014 was € 64.9 million
• NPL
- At the end of June 2014 the net value of CIR investment in the non-performing
loan portfolios amounted to €74.6 million; no new investments in the recent
past
Non-core investments
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• This document has been prepared by CIR for information purposes only and for use
in presentations of the Group’s results and strategies.
• For further details on CIR and its Group, reference should be made to publicly
available information, including the Annual Report, the Semi-Annual and Quarterly
Reports
• Statements contained in this document, particularly the ones regarding any CIR
Group possible or assumed future performance, are or may be forward looking
statements and in this respect they involve some risks and uncertainties
• Any reference to past performance of CIR Group shall not be taken as an indication
of future performance
• This document does not constitute an offer or invitation to purchase or subscribe for
any shares and no part of it shall form the basis of or be relied upon in connection
with any contract or commitment whatsoever
Disclaimer
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