Найдём способ решить эту...

PIK GROUP2017-2018 Capital Markets Strategy

PIK Group Overview

2017-2018 Strategy

PIK Group Operational and Financial results

Appendix

1PJSC PIK Group Presentation

PIK – Russia’s Leading Residential Real Estate Developer

Operational highlights

Shareholder structure

29.9%

16.0%

9.8%

44.3%

Sergey Gordeev

Alexander Mamut

Mikhail Shishkhanov

Free float

1 Source: National Association of Property Developers data as of 1 March 2017

Leading residential real estate developer by construction volumes1

Credit ratings

▪ In December 2016, Standard & Poor's affirmed PIK Group’s “B” long-term

corporate credit rating.

▪ In January 2017, Expert RA affirmed PIK Group’s “A+” credit rating with stable

outlook

PJSC PIK Group Presentation 2

2012 2013 2014 2015 2016

New NSA offered tocustomers (th. sqm)

697 606 645 908 1,158

Buildings put on sale 49 52 43 50 63

New contract sales (th. sqm) 658 677 620 625 950

NSA unsoldas of end of year (th. sqm)

6,537 6,922 5,161 5,476 n/a

Share of mortgage sales 28.5% 39.0% 36.2% 39.1% 50.0%689

746

763

821

1,089

1,275

1,507

1,5671,600

2,122

3,074

Urban Group

FSK Lider

Etalon Group

SU-155 Group

Leader Group

USI

Morton

PIK Group

Setl Group

LSR Group

PIK Group+Morton

th. sqm

Acquisition of 100% in Morton Group, successfully completed at the end of 2016, puts PIK Group in first place in terms of consolidated indicators.

Geographical Reach

PJSC PIK Group Presentation

Key projects in Moscow region

PIK GROUP PROJECTS MORTON GROUP PROJECTS

ObninskKaluga

Moscow

Perm

Yaroslavl

Rostov-on-Don

Novorossiysk

Ekaterinburg

St Petersburg

Presence in Russian regions

▪ Acquisition of Morton Group helped PIK Group strengthen its leadership

in Moscow and Moscow region

▪ On top of Moscow the Company operates in eight Russian regions

3

PIK Group Overview

2017-2018 Strategy


Appendix


5

Key Strategy Objectives

Reinforcing PIK Group’s standing as a public company by boosting liquidity and consolidating free-float

Optimising the cost of funding through a constant presence on the debt capital markets

Adoption of a new dividend policy in order to return value to shareholders

Upgrading PIK Group’s IR function to meet best market practices and strengthen investment community engagement

1Q-3Q2017

2017-2018

2017

1Q-3Q2017

TimeframeObjectives


Key aspects of the new capital markets strategy

Strengthening PIK Group’s Status as a Public Company

• The Company’s shares have traded in Moscow and London since 2007.

• In 2013, the Company raised USD 330 million through an SPO.

• As a result of the analysis carried out by PIK, a new capital markets strategy has been developed that focuses on maximising shareholder value and improving the Company’s financing conditions.

• As part of the new capital markets strategy, the Company intends to delist its GDRs from the London Stock Exchange to consolidate share trading on Moscow Exchange.

• This will increase the liquidity of PIK shares on Moscow Exchange and will reduce the Company’s operating expenses and reporting costs.

• GDR delisting will act as a driver for the successful subsequent implementation of other parts of the new capital markets strategy.

• PIK Group will maintain its commitment to a high standard of corporate governance and disclosure.

• Trade volumes on the LSE were consistently low.

• There were significant price discrepancies between PIK’s GDRs traded on the LSE and ordinary shares traded on MOEX.

• The vast majority of PIK investors trade ordinary shares on MOEX.

Capital markets strategy background

Reasons for GDR delisting

6

Tender Offer

In line with best corporate governance practices, PIK will carry out a tender offer for its GDRs listed on the London Stock Exchange before cancelling its listing on the London Stock Exchange. Current GDR holders will be able to sell their GDRs at a premium.

IMPORTANT: THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE DISCLAIMERS SET OUT AT THE END OF THIS PRESENTATION. THIS IS NOT THE TENDER OFFER MEMORANDUM NOR DOES IT FORM A PART OF IT. FOR DETAILED INFORMATION ABOUT THE DELISTING AND TENDER OFFER , PLEASE REFER TO THE TENDER OFFER MEMORANDUM.

GDR Tender Offer

▪ Buyer: LLC PIK-Investproekt (100% subsidiary of PIK Group)

▪ Repurchase price: US$ 5.101 (premium 3% on GDR close price as of 10.03.2017)

▪ Tender Offer period: from 13 to 24 March 2017

▪ Expiration time and date: 12:00pm London time, 24 March 2017

▪ Volume: up to 49,990,198 GDRs


Key Dates for Tender Offer and Delisting

▪ 10 March 2017 Approval by the Board of Directors of GDR tender offer and delisting

▪ 13 March 2017 Start of tender offer period

▪ 24 March 2017 Expiration of tender offer period (subject to PIK’s ability to extend)

▪ 27 March 2017 Results of tender offer

▪ 28-30 March 2017 Payments on redeemed GDRs by Tender Agent through clearing systems

▪ 15 June 2017 Delisting from London Stock Exchange

IMPORTANT: THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE DISCLAIMERS SET OUT AT THE END OF THIS PRESENTATION. THIS IS NOTTHE TENDER OFFER MEMORANDUM NOR DOES IT FORM A PART OF IT. FOR DETAILED INFORMATION ABOUT THE DELISTING AND TENDER OFFER , PLEASE REFER TO THETENDER OFFER MEMORANDUM.


Reducing Funding Costs

Spreads between PIK bonds curve and peers included into the Lombard List of the CBR stand at about 200 bp. This indicates a significant potential to reduce the cost of funding.


PIK Group Overview

2017-2018 Strategy


Appendix


Key Financial Results

11

In RUB billion unless otherwise stated 2013 2014 2015 1H 2015 1H 2016

Revenue 62.5 61.3 51.1 22.1 18.9

Transfers to customers, th. sqm 603 644 487 191 196

Revenue from sale of real estate 53.3 54.3 42.9 18.6 15.7

Implied average price, th. RUB/sqm 88.4 84.3 88.0 97.5 80.3

Gross profit 17.7 16.0 17.9 8.7 5.5

Gross profit margin, % 28.5% 27.2% 39.4% 39.4% 29.2%

adj. EBIDTA 14 12.5 13.7 7.0 3.0

adj. EBIDTA margin, % 22.4% 20.4% 26.8% 32.0% 15.9%

Net income 7.4 3.8 11.4 4.0 1.7

Net debt 18 10.2 (3.9) 6.3 (6.6)

Equity 20.6 21.3 32.4 25.4 34.4

Operational cash flow 12.9 12.9 15.2 7.7 13.0

Source: IFRS, management accounts,


Sales and Cash Flow

Real estate sales and transfers to customers Total volume of cash inflows

(RU

Bb

ln)

(th

.sq

m)

Share of mortgage sales

7%

24%

29%

39%36%

39%

50%

0%

10%

20%

30%

40%

50%

60%

2010 2011 2012 2013 2014 2015 2016

825

520

123

392510

658 677620 625

950

1700-1900

992

378492 434

516 642 603644

487

0

200

400

600

800

1000

1200

1400

1600

1800

2000

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017H

Sales to customers Handed over to customers (IFRS)

19.8 27.6 35.052.3 63.0

51.0 55.0

87.4

13.012.3

17.015.2

11.810.7 13.7

13.8

32.839.9

52.0

67.5 74.861.7

68.7

101.2

190-200

0

20

40

60

80

100

120

140

160

180

200

2009 2010 2011 2012 2013 2014 2015 2016 2017H

Sales to customers Constructions services and other


Source: IFRS, management accounts,

PIK Group Overview

2017-2018 Strategy


Appendix


14

Vander park

15

Vavilovo 4

16

Buninskiye Luga

Salaryevo park

17

Meschersky Les

18

DISCLAIMER


This presentation (the “Presentation”) has been prepared by PIK Group Public Joint Stock Company (“PIK”) solely for use at the Presentation. The Presentation has been provided to you solely for your information and background and is subject to amendment. The Presentation (or any partof it) may not be reproduced or redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person or published in whole or in part for any purpose without the prior written consent of PIK. Failure to comply with this restriction may constitute aviolation of applicable securities laws. The Presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or jurisdiction where such distribution, publication, availability or use would becontrary to law or regulation or which would require any registration, approval or licensing within such jurisdiction.

Some of the information contained in this Presentation may contain forward-looking statements. All statements, other than statements of historical facts, that are included in this Presentation, in response to questions or otherwise, that address activities, events or developments that PIKexpects or anticipates to occur in the future, including but not limited to such matters as projections, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions, development of operational assets, market and industry developments and the growth ofPIK’s business and operations (often, but not always, through the use of words or phrases such as “forecasts”, “anticipates,” “estimates,” “expects,” “believes,” “intends,” “plans,” “may,” “will,” “should”, “strives”, “continues”, “assumes”, “projects” and similar expressions), are forward-looking statements. Although PIK believes that in making any such forward-looking statement their respective expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the followingimportant factors, among others, that could cause the actual results of PIK to differ materially from those projected in such forward-looking statement: (a) changes in the political, social, legal or economic conditions in Russia; (b) general industry trends; (c) changes in the availability of, orprices for, the raw materials required for PIK’s operations; (d) the effects of, and changes in, tariffs and other restrictions on the import or export of raw materials; (e) changes in the costs of energy, transportation and labor; (f) changes in the ability of PIK to fund its future operations andcapital needs through borrowing or otherwise; (g) changes in the ability of PIK to successfully implement any of its business or financing strategies; (h) the effects of, and changes in, the policies of the government of Russia, including changes in the President and his administration, thePrime Minister, the Federal Assembly, and the relevant ministries and state agencies of each country; (i) changes in the ability of PIK to integrate its businesses, including recently acquired businesses, such as the Morton Group the acquisition of which by PIK was completed on 20December 2016, and to realize anticipated cost savings and operational benefits from such integration; (j) changes in the ability of PIK to form strategic alliances or to implement acquisition or divestiture plans; (k) the impact of any PIK expansion on its revenue potential, cost basis andprofit margins; (l) an increase or decrease in the demand for PIK’s products; (m) changes in the ability of PIK to obtain or maintain the licenses and other permits necessary for its businesses; (n) developments in, or changes to, the laws, regulations and governmental policies governing thebusinesses PIK, including developments impacting safety and environmental liabilities; (o) risks related to construction and development; (p) the effects of competition; (q) the effects of changes in law, regulations, taxation or accounting standards and practices; (r) the effects of anyregulatory or legal proceedings; (s) unanticipated changes in operating expenses, liquidity needs and capital expenditures; (t) the declaration or payment of dividends or interest on capital; (u) the effects of international political events; (v) inflation, interest rate or exchange ratefluctuations; (w) non-fulfillment of obligations by contractors or suppliers; (x) the lack of qualified employees; and (y) the success of PIK in identifying other risks to its businesses and managing the risks of the aforementioned factors. The list of factors is not exhaustive. PIK makes norepresentation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario.Accordingly no reliance should be placed on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, subject to applicable law, PIK does not undertake any obligation to update any forward-looking statement to reflect eventsor circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for PIK to predict all of them; nor can PIK assess the impact of each such factor or the extent to which any factor, orcombination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Certain information contained in this Presentation consists of estimates based on data and reports compiled by professional organisations and analysts, or data from other external sources, and on PIK’s knowledge of the markets. PIK has compiled, extracted and reproduced market orother industry data from external sources, including third parties or industry or general publications, but neither PIK nor its advisers have independently verified that data. PIK gives no assurance as to the accuracy and completeness of, and takes no further responsibility for, suchdata. Similarly, while PIK believes its internal estimates to be reasonable, they have not been verified by any independent sources and PIK cannot give any assurance as to their accuracy. The information contained in this Presentation does not purport to be comprehensive and has notbeen independently verified. The information contained in this Presentation is subject to updating, completion, revision, verification and amendment and such information may change materially. PIK is under no obligation to update or keep current the information contained in thisPresentation or in the presentation to which it relates and any opinions expressed in them are subject to change without notice. No representation or warranty, expressed or implied, is made by PIK and any of its affiliates as to the fairness, accuracy, reasonableness or completeness of theinformation contained herein and no reliance should be placed on it. Neither PIK nor any other person accepts any liability for any loss howsoever arising, directly or indirectly, from reliance on this Presentation. PIK and its affiliates, advisors and representatives shall have no liabilitywhatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this Presentation.

In respect of the tender offer by PIK-Investproekt (the “Offeror”) to purchase for cash Regulation S global depositary receipts (“GDRs”) representing common shares of PIK (the “Tender Offer”), this Presentation does not constitute an offer to buy or the solicitation of an offer to sellsecurities in any circumstances in which such Tender Offer or solicitation is unlawful. The decision whether to submit applications to tender GDRs may entail certain risks. In deciding whether to tender GDRs, holders of GDRs are urged to consider the information that is contained in thetender offer memorandum published by the Offeror on March 13, 2017 (the “Tender Offer Memorandum”) and seek independent financial, legal and tax advice. None of PIK, the Offeror, PIK’s board of directors, the tender agent, the depositary, or the professional advisors of any of them,is making any recommendation to the GDR holders as to whether or not to tender GDRs in the Tender Offer.

The GDR Tender Offer is only made to GDR holders outside of the United States and must not be acted upon by, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended). Holders of Rule 144A GDRs may notparticipate in the Tender Offer. Neither the United States Securities and Exchange Commission (“SEC”) nor any US state securities commission or regulatory authority has approved or disapproved of the Tender Offer, passed upon the fairness or merits of the Tender Offer or determinedwhether this Presentation or the Tender Offer Memorandum is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The information contained in this Presentation is addressed exclusively to the holders of GDRs of PIK. Neither this Presentation, the Tender Offer Memorandum nor the Tender Offer described herein nor any information contained herein constitute an offer (“OFERTA”) pursuant to Russianlaw, or an advertisement, or an offer of securities to an unlimited number of persons within or outside the territory of the Russian Federation, or voluntary tender offer or mandatory tender offer under Russian law. Neither this Presentation, the Tender Offer Memorandum nor the TenderOffer described herein constitute or are intended for placement or public circulation of securities of foreign issuers in the Russian Federation. GDRs of PIK to which the Tender Offer relates are neither registered in the Russian Federation nor admitted to placement, public placement orpublic circulation in the Russian Federation in accordance with article 51.1 of Russian Federal Law dated 22 April, 1996 No. 39-FZ “on the securities market” (as amended). The tender and purchase of GDRs of PIK will be carried out exclusively in accordance with the procedures set forth inthe Tender Offer Memorandum.

This Presentation, and any investment activity to which it relates, is available only to persons in the United Kingdom to whom it may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying thiscriterion being referred to as a “relevant person”. This Presentation may not be acted or relied on in the United Kingdom by anyone who is not a relevant person.

Найдём способ решить эту...

Documents