BiG November, 2015

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1 BiG November, 2015

2 Contents key achievements and facts 2. BIG 2.0 Update on Rationalization Update on Optimization Update on Growth 3. Stock warrant exchange offer 2

3 key achievements and facts

4 Strengthening of internal and operational controls Approval of 2014 accounts without qualification for the first time in 6 years Full operational control regained over the Group s activities in Bulgaria Reimbursement of a 31 million carry-back receivable in February 2015 Confirmation by the DVNI (French National and International Audit Office) of the terms of an agreement ending the dispute between the Group and the tax authorities on the deductibility of the interest charges on the FRN debt 20.4m tax relief that were not provisioned in the Group s accounts Start of the process of early exit from the business continuance plan of the French subsidiary, Marie Brizard & Roger International 4

5 Stock market normalization Return to Compartment B after the Euronext Special Compartment Inclusion in the EnterNext PEA-PME 150 index Share price change year to date* (base: 100): , As of 13 November,

6 A new name for the Group: Marie Brizard Wine and Spirits, MBWS To capitalize on: Strong and meaningful roots: France and Bordeaux A story dating back to 1755 Recognized know-how A world renowned name: distributed in around 100 countries A perfect match with the mission laid out in BIG and 2.0 We bring value by offering our customers and our consumers trustworthy, bold, flavorful brands and experiences To move forward within a renewed framework for employees, and To create and develop a new corporate culture. 6

7 A new Group culture based on our four Values now under deployment 7

8 BiG reminder 8

9 H results thousands 30 June June restated Sa l es % Sales excl. excise duty % Gross margin Gross margin % 33.0% 32.1% pt EBITDA excl. IFRIC 21 impact EBITDA H gross margin: 73.5m EBITDA margin 0.8% 0.5% pt Operating P/L from continuing operations (0.9) (0.7) 26.9% (+3.6% vs. H1 2014), 33.0% as a percentage of sales (vs. 32.1%) Opera ting profi t/l os s (2.2) (2.2) EBITDA: 1.8m vs. 1.1m at end-june 2014 Cos t of debt (0.7) (0.7) Financial items (0.2) (7.1) Restated for IFRIC 21, EBITDA would have been 2.6m Attributable net profit/loss (3.2) (9.6) Total liquidity end of June 2015: 69m Net cash position: 38.7m, m vs. 30 June 2014 WCR 1: - 22m vs. 30 June, 2014 to 117m (vs. 139m) Frozen liabilities at 30 June 2015 before discounting: 74 m Δ 9

10 Q sales millions Abandoned contract 9 months to 09/2014, 9 months to Organic Currency Scope effect 09/2014 growth effect effect restated months to 09/2015 Key market insights: 9M 2015 net sales in France: 144.8m, +0.2% vs. 9M Acceleration in Q3: Q net sales in France: 47.9m, +3.3% vs. Q M 2015 net sales in Poland: - 1.7% like-for like on 9M 2014 and 9M 2015 net sales for the Group s core activities, excluding the scope effect: +5.8% 9M 2015 net sales in the USA: 13.4m, -3.9% vs. 9M M 2015 net sales in Lithuania: 16.3m, +6.2% vs. 9M M 2015 net sales in Spain: 9.1m, + 3.5% like-for-like vs. 9M % 2015 EBITDA Guidance: double the 2014 EBITDA figure 10

11 A strong trend towards market share gains France Fruits and Wine: 29.2% market share 1 William Peel: 23.5% 2, twice in the Top 10 most-sold FMCG products in October Sobieski: acceleration of the development, advertising campaign in Q Krupnik in Poland Market share: 13.1% 4 Launch of a new model of the bottle particularly well-received by consumers Growth in sales in 2015 YTD and +21% in October 2015 vs. October 2014 Sobieski in the USA Control states: growth 3 times greater vs. imported vodka segment (+2.9% vs. 1%) 5 Increase in market share by volume and by value at national level over Q Source: IRI YTD P , BABV 2 Source: Nielsen YTD P , Scotch Blend Source: Nielsen P10 15 in HMSM total self-service CPG 4 Source: Nielsen P , Vodka 5 Source: Nabca depletions 31/10/2015, Q vs. Q Source: Nielsen 13 weeks 10/10/2015, Q vs. Q

12 2 BiG 2.0

13 Confirmation of the Group s ambition to be a multi-regional player at the heart of the market According to Canadean, the standard category is expected to drive more than 50% of the absolute volume growth in the Group s 3 key markets during the period: 56% in the USA 57% in France And 76% in Poland Hence confirming the accuracy and the potential of Marie Brizard Wine & Spirits positioning at the heart of the market 13

14 BIG 2.0 financial recap Net sales m 2014A of which core business 2015e of which core business Rationalize Optimize Grow Volume effect: 69% Mix effect: 31% 2018e BIG 1.0 net sales confirmed upwards with a CAGR: 8% to 13% BiG m M 9lc EBITDA m Core: +8.7 Non core: E Rationalize Optimize Grow 2018E Core: +11 Non core: -1 16, ,5 0,6 26, , , % EBITDA margin BiG % - 15 % % of net sales 3% 2015E Rationalize Optimize Grow 2018E 12m CAPEX 15% Cash generated by divesture: 40m CAPEX m selffinanced plan 14

15 Update on Rationalization

16 Rationalize Optimize Grow BiG 2.0: double the amount of divestment proceeds to 40m BiG 1.0 BiG 2.0 Wholesale & retail Poland Impact on net sales ~( 120m) Impact on net sales ~( 100m) Manufacturing equipments Poland Impact on EBITDA ~+ 10m Impact on EBITDA ~+ 3.5m Real estate Poland France Expected value > 20m Expected value > 40m 16

17 Update on optimization

18 Rationalize Optimize Grow EBITDA improvement on Optimization revised upwards between 2016 and 2018 Sourcing Bulk/Liquid Bottles & Other RMs Indirect purchasing Bottling BiG levers Industrial best practices Lean Manufacturing 25m Revised EBITDA improvement between 2016 and 2018 Route to Market New areas of development Improved strategy to address existing markets Partnerships with the shareholders 18

19 Rationalize Optimize Grow BiG : 5 levers of the optimization 1 Upgrade the industrial footprint 2 Better sourcing 3 Strengthened Route to Market 4 Streamline the business 5 Develop core capabilities 19

20 Rationalize Optimize Grow Progress Report 2.0: Upgrade of the industrial footprint 1 Vodka manufacturing Insource distillation capability and rationalize footprint Progress report Lithuania: work in progress, installation to start early 2016 Poland: under review, to start 2017 CAPEX in 2015: 3m / to come: 17m EBITDA improvement: 10 to 12m Where do we stand? 2 Fruits & Wine manufacturing Secure and upgrade to support high growth Work in progress to modernize Beaucaire facility (France), fully operational early 2016 CAPEX in 2015: 1.2m 3 Liqueur Manufacturing Fondaudège transfer Liqueur production transfer to Zizurkil & Lormont: January 2016 Merger of William Pitters with Marie Brizard done CAPEX in 2015: 6m / Opex saving 1.2m full year 4 Logistic network reconfig. Indirect purchasing synergies Moncigale Warehouse consolidation Rental and transportation cost savings Opex savings: 0.3m Not started Study phase / approval pending In progress Partially completed Fully completed 20

21 Rationalize Optimize Grow Progress Report 2.0: Better sourcing Progress report Where do we stand? 5 Purchasing costs Group synergies and purchasing productivity Raw material and bulk contract renegotiation 6 Whisky sourcing strategy Secure sourcing for WP Scotch Whisky sourcing secured Undergoing finalization of long-term contracts Not started Study phase / approval pending In progress Partially completed Fully completed 21

22 Rationalize Optimize Grow New opportunities with industrial shareholders: Sourcing Sourcing Diana Holding Bottle savings Moroccan Wine bottling Whisky Supply Port Wine Bottling Bottles and dry materials 22

23 Rationalize Optimize Grow Progress Report 2.0: Strengthened Route to Market Progress report Where do we stand? 7 Route to Market reconfiguration Focus on US Focus on 9 core states New commercial director & KAM 8 Export organization Integrated organization / streamlined logistics Distributors review and alignment in key markets Asia and Duty Free senior managers in place African route to market under review Not started Study phase / approval pending In progress Partially completed Fully completed 23

24 Rationalize Optimize Grow New potential opportunities with industrial shareholders: Route to market Route to market Distribution of MBWS brands in Morocco Moroccan wines in France by MBWS Route to market in Africa Commercial synergies in Spain Wine commercial synergies in Poland Route To Market in Africa 24

25 Rationalize Optimize Grow Progress Report 2.0: Streamline the business Progress report Where do we stand? 9 SKU rationalization On all product ranges Done for French liquors 10 Recipe reformulation Recipe cost reduction mainly on Vodka To be launched in 2016 Not started Study phase / approval pending In progress Partially completed Fully completed 25

26 Rationalize Optimize Grow Progress Report 2.0: Development of core capabilities Progress report Where do we stand? 11 Commercial excellence Best practices in category Mgt and sales Category management in France and Poland Back to industry standards for the commercial drift in France in 2015 vs Sales & Operations Planning Governance and process best practices S&OP implementation in France and Poland New cluster transportation network to be implemented in January 2016 Not started Study phase / approval pending In progress Partially completed Fully completed 26

27 Rationalize Optimize Grow France: strengthen leadership and innovate Strengthen William Peel and Fruits and wine leadership Sobieski as strong #2 vodka Improve pricing power Commercial excellence program Develop on-trade BiG 2018 levers Current Reality Scotch Whisky market down, while William Peel is increasing its market share Vodka market slowing down while Sobieski closing the gap vs. #2 Flavoured wine market growing at a lower pace while Fruits and Wine is increasing its market share Increased A&P support behind pillar brands On-trade team organization in place Commercial excellence, with structuring of trade marketing team BiG 2.0 levers Reinforcement of leading brand equities through ATL On-trade development lead with Marie Brizard, Sobieski and Gautier Commercial excellence through category & revenue management as well as trade marketing Innovation on leading brands thanks to NPD starting Q and equity stretch as well as launch of new concepts Revitalization of non core brands with leading positions and/or highly differentiated proposition BiG targets reconfirmed: Sales: > 200m A&P + 50% between 2015 and 2018 Volumes: > 11m 9-L cases 27

28 Rationalize Optimize Grow Poland: a balanced leading player Regain #2 position in vodka More balanced portfolio, with the launch of William Peel and Fruits and Wine On-trade focus BiG 2018 levers Improve pricing power Commercial excellence Current Reality Krupnik regained #2 clear vodka rank, with 13.1% market share* Flavored range represents 15% of current growth and 5% of total sales Launch of William Peel and distribution building, while SW category shipments to Poland increased by 60% in H Launch of Fruits and Wine and equity building Commercial & marketing management teams professionalized Strengthening of Krupnik through distribution excellence and flavored development Relaunch of Sobieski thanks to new pack and equity reinforcement Innovation in vodka COGS Improvement BiG 2.0 levers 10% market share target for William Peel Category building and leadership for Fruits and Wine Commercial excellence through category & revenue management as well as trade marketing *Nielsen YTD P10 BiG revised upwards: Sales: > 100m (vs. > 80m in 1.0) A&P + 50% between 2015 and 2018 Volumes: > 6.5m 9-L cases 28

29 Rationalize Optimize Grow USA: growing from a solid foundation BiG 2018 levers Leverage USA Route To Market reconfiguration Maintain national distribution through Key Account Management Introduce other pillar brands Optimize fixed costs structure by distributing 3 rd party brands Booming craft trend Current reality Promotional pressure increasing (vodka) Route To Market focus implemented New commercial Director + Key Account Management Distribution of Kerrygold Irish Cream, Tromba Tequila, Cedar Ridge American Whisky BiG 2.0 levers Relaunch of Sobieski through updated & differentiated positioning & packaging Supported by a strong A&P increase to raise awareness, build equity and grow velocity by 10% Increase distribution to reach 40% ACV and increase visibility on shelf Launch of Sobieski Estate, Fruits and Wine and SHOTKA Re-energization of Marie Brizard Commercial excellence incl. better trade support management, distributor performance based management and trade marketing initiatives BiG confirmed targets: Sales: > 50m A&P + 150% between 2015 and 2018 Volumes: 1.7m 9-L cases 29

30 Rationalize Optimize Grow Lithuania: expand while consolidating BiG 2018 levers Reach #1 rank in vodka Launch of group pillar brands: William Peel and Fruits and Wine Expand portfolio to 3 rd party brands Expand cluster s reach Current reality Promotional pressure increasing Market entry of discounters expected this year Launch of William Peel and Fruits and Wine BiG 2.0 levers Sobieski reboot through new pack and more support in A&P Rejuvenated Bajoru franchise Continue building William Peel and Fruits and Wine Commercial excellence focused at more efficient spends Portfolio rationalization and brand migration (liqueurs and bitters) Grow cluster especially in Belorussia, Russia and Baltics BiG revised upwards: Sales: > 25m (vs. > 23m in 1.0) A&P + 70% between 2015 and 2018 Volumes: >2.0m 9-L cases 30

31 Rationalize Optimize Grow Spain: leveraging strong partnerships Disruption and innovation, launch of Shotka and Fruits and Wine Distribution focus BiG 2018 levers Private label to strengthen relationships with key retailers Capitalize and reenergize Marie Brizard and Marques del Puerto strong equities Anisé market going down while Marie Brizard growing Share of off-trade increasing Private Label tenders opened Shotka test launched Current reality Fruits and Wine support increased BiG 2.0 levers Leverage Marie Brizard strong awareness through A&P and brand building activities Continue Shotka & Fruits and Wine development Develop Marques del Puerto penetration though brand rejuvenation Strengthen Mercadona relationship through Private Labels Develop border business to reach natural level for key French leading brands Commercial excellence to increase consumers reach BiG revised upwards: Sales: > 25m (vs. > 20m in 1.0) A&P + 200% between 2015 and 2018 Volumes: >0.9m 9-L cases 31

32 Update on growth

33 Rationalize Optimize Grow Progress Report BiG 2.0: Strong leaders expanding 3 brands over 3 million 9L-cases: William Peel, Sobieski and Krupnik 2 brands over 1 million 9L-cases: Fruits and Wine and Marie Brizard 2 non pillar brands able to capture global trends: Gautier and SHOTKA A solid portfolio of assortment brands to support pillar brands A consistent and differentiated portfolio of trustworthy, bold and flavorful brands Supported by increased A&P (+48% ) to reach 11% of net sales on pillar brands, in line with the industry average 33

34 Rationalize Optimize Grow Marie Brizard BiG 2018 Brand rejuvenation Favorable consumer trends Route To Market Expand in both on and off-trade Current reality #1 imported Fruit liquor in the UK (on-trade) and Australia (off-trade) Route To Market reconfiguration in all key Asian markets DNA positioning reboot under way BiG 2.0 levers Global relaunch in Q Strong DNA, unique roots and recognized savoir-faire 2018 target 1m 9L cases A&P support SKU rationalization Focus on France, Asia Pacific, DF and the USA Other group liquor brands migration 34

35 Rationalize Optimize Grow William Peel BiG 2018 Nourish, stretch, premiumize in France International development with a focus in Poland, Spain & Baltics Current reality Market down in France, while William Peel is growing and increasing its market share BiG 2.0 levers Launch of premium variants 2018 target 3.4m 9L cases Commercial excellence to act as category captain Promising launch in Poland, Lithuania and Bulgaria Category captainship in France Launch of William Peel Coffee Strong support in Poland Launch of new ATL campaign in Q4 A&P support in line with market share in France 35

36 Rationalize Optimize Grow Sobieski BiG 2018 Price and positioning through portfolio expansion and premiumization Media spends in key markets in line with destination market share Route To Market Current reality New Route To Market in the USA being implemented New positioning and pack under development Gap with #2 in France reducing ahead of Q4 ATL BiG 2.0 levers Launch of new pack in 2016 Strong equity support Full benefit from Route To Market in the USA 2018 target 3m 9L cases Strong development of Sobieski Estate especially in on-trade 36

37 Rationalize Optimize Grow Krupnik BiG 2018 Business as usual Current reality Have not participated in price war Regain #2 spot in clear vodka over the summer Reboot of Krupnik pack and positioning BiG 2.0 levers Increase share of flavors Continue distribution drive and commercial excellence Continue brand equity building 2018 target 4.5m 9L cases Flavoured range: 17% of growth and 5.4% of volumes 37

38 Rationalize Optimize Grow Fruits and Wine BiG 2018 Strong fit with consumer trends Growth momentum in France Unique DNA and occasion driven and Flavors expertise Strong A&P support International expansion Current reality Now a 1 million case brand French Market still growing but at a lower pace Start of the international expansion New Lightheartedness campaign heavily supported over the 2015 summer through ATL and digital BiG 2.0 levers Category captainship in France Development of on-trade Building on successful introduction in Canada, Poland, Spain Launch in the US, Japan and UK 2018 target 1.5m 9L cases 38

39 Rationalize Optimize Grow Maison Gautier BiG 2018 Business as usual Current reality Best Cognac in the world, twice over the last 12 months Quality not recognized in its pricing BiG 2.0 levers Consumer trends (rooted, experiential, small indulgences) 2018 target Enter the Cognac Top10 Undifferentiated positioning and packaging Global relaunch in 2016 Lack of investments / Limited geographical basis Focused on the USA, Canada, France, UK and Duty Free A&P support 39

40 Rationalize Optimize Grow Assortment brands 2015 Achieved On Going 2016 To start Biala Dama Bajoru Capacaïba Fogo Paulista Glenroger s Porto Pitters Cocktails Pitterson Sir Pitterson San José Tequila Marques del Puerto Berger Cortel + Renaissance Bulgarian wines portfolio Old Lady s Moncigale Dubar Finezza 40

41 3 Stock warrant exchange offer

42 Key objectives 1 Support operational development Generate a first capital increase of up to 110m¹ in the short term (2016) to: facilitate exit from the business continuation plan while preserving flexibility to finance MBWS s development plan Generate a second capital increase in the medium term to: finance potential strategic development opportunities in line with BiG 2.0 objectives soften immediate dilution for current shareholders 2 Rationalize capital structure Simplify MBWS capital structure by creating a single tranche of warrants Improve liquidity for warrants holders 1 In maximum case of 5.5m BSA 2015 issued and exercised 42

43 New warrants main characteristics BSA 2015 BSA 2023 Issuance conditions Number of warrants to be issued As part of the simplified public exchange offer Depending on the parity approved by the EGM (5 January, 2016) and the success rate of the offer to a limit of 5.5m In case of exercise of the BSA 2015 before March 31, BSA 2023 per BSA 2015, i.e. maximum of 5.5m Exercise price Maturity 31 December, December, 2023 Exercise parity 1 : 1 1 : 1 Other n.m. Potential soft call clause 43

44 Key impacts Maximum proceeds for MBWS ( m) + 116m 248 Maximum dilution (% of current NOSH) Half of dilution postponed to mid term 41.5% Mid term BSA 2004 BSA 2006 BSA Act.2 BSA Act.1 BSA OS BSA 2023 BSA 2015 Mid term % 7.8% 14.7% 20.8% 20.8% Current warrants New warrants (maximum case of 5.5m BSA 2015 and BSA 2023 issued and exercised) Current warrants New warrants (maximum case of 5.5m BSA 2015 and BSA 2023 issued and exercised) 44

45 Conclusion

46 BIG 2.0 financial recap Net sales m 2014A of which core business 2015e of which core business Rationalize Optimize Grow Volume effect: 69% Mix effect: 31% 2018e BIG 1.0 net sales confirmed with a 8% to 13% CAGR BiG m M 9lc EBITDA m Core: +8.7 Non core: E Rationalize Optimize Grow 2018E Core: +11 Non core: -1 16, ,5 0,6 26, , , % EBITDA margin BiG % - 15 % % of net sales 3% 2015E Rationalize Optimize Grow 2018E 12m CAPEX 15% Cash generated by divesture: 40m CAPEX m selffinanced plan 46

47 BiG November, 2015