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EmmaGoulding,Vatican City,Professional
Published Date:06-07-2017
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32 54 Strictly confidential 107 25 88 136 203 203 203 168 57 53 133 162 64 107 79 139 Acquisition of assets being disposed of by Lafarge and Holcim 218 127 44 2 February 2015 0 32 Disclaimer (1/2) 54 107 THIS PRESENTATION IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, JERSEY OR ANY OTHER STATE OR JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. 25 This presentation has been prepared and issued by and is the sole responsibility of CRH plc (the “Company”) and comprises the written materials/slides for a presentation concerning the Company and 88 its proposed acquisition of certain assets being disposed of by Holcim Limited and Lafarge S.A. (together, the “Sellers”) and associated Placing (as defined below). This presentation has been prepared 136 and is being provided to you solely for your information and this presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances, without the written consent of the Company. (For the purposes of this notice, “presentation” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation meeting.) This presentation is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District 203 of Columbia), Australia, Canada, Japan or South Africa, Jersey or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a “Restricted Territory”). 203 This presentation is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities, nor shall there 203 be any sale of securities in any Restricted Territory. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Rule 902 of Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any sale in the United States of the Placing Shares will be made solely to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) who are also “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) in transactions not involving a “public offering” and in accordance with an exemption from registration under the 168 Securities Act. Neither this presentation nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will 57 be no public offer of any securities in the United States or in any other jurisdiction. 53 This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities and it is not a prospectus or a prospectus “equivalent” document. Neither this presentation, nor any part of it nor the fact of its distribution , is intended to form the basis of any investment decision or any decision to participate in the Placing (as defined below) nor is it to be relied upon in connection with any agreement to participate in the Placing and should not be considered as a recommendation by the Company, the Joint Bookrunners (as defined below) or any other person in relation to participation in the allotment of up to 9.99% of the current issued share capital of the Company through the placing of new ordinary shares of €0.32 each in the share capital of the Company (each a “Placing Share” and together, the “Placing”). Neither the Company nor the Joint Bookrunners make any representation to any recipient 133 regarding an investment in the securities referred to in this presentation under the laws applicable to such recipient. 162 The presentation has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of the Joint Bookrunners (as 64 defined below) or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. In giving this presentation, none of the Company or any of the Joint Bookrunners (as defined below) or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, undertakes any 107 obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. No reliance may be placed for any 79 purposes whatsoever on the information contained in this presentation or on its completeness, accuracy or fairness. 139 J&E Davy, which is regulated in Ireland by the Irish Financial Services Regulatory Authority, and each of J.P. Morgan Limited, Merrill Lynch International and UBS Limited, which are authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (“FCA”) (together, the “Joint Bookrunners”) are acting as Joint Bookrunners exclusively for the Company and no‐one else in connection with the Placing and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this presentation. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank of Ireland, the Financial Conduct Authority, Financial Services and Markets Act 2000 (as amended) (“FSMA”), or any applicable Irish law, the Company and the Joint Bookrunners make no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this presentation and accept no responsibility for, 218 nor do they authorise, the contents of this presentation or its publication or any other statement made or purported to be made by the Company, or on its behalf, in connection with the arrangements 127 described in this presentation, and accordingly disclaim all and any liability whatsoever whether arising out of tort, contract or otherwise which they might otherwise have to any person in respect of 44 this presentation (other than in the case of the Joint Bookrunners, to the Company) or any other written or oral information made available to or publicly available to any recipient or its advisers. 1 1 32 Disclaimer (2/2) 54 107 MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS PRESENTATION (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EC) (“QUALIFIED INVESTORS”)); (B) PERSONS IN THE UNITED KINGDOM WHO ARE 25 QUALIFIED INVESTORS WHO (I) ARE PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH 88 COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE FINANCIAL PROMOTION ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS 136 IN (A) AND (B) TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESENTATION (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESENTATION (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS PRESENTATION (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 203 203 The distribution of this presentation and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Placing Agents that would 203 permit an offering of such Placing Shares or possession or distribution of this presentation or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this presentation comes are required by the Company and the Placing Agents to inform themselves about, and to observe, such restrictions. The price of the Placing Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of such Placing Shares. Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this presentation. 168 Where information contained in this presentation has been sourced from a third party (including the Sellers), the Company confirms that such information has been accurately reproduced and, so far as 57 the Company is aware and has been able to ascertain from that information, no facts have been omitted which would render the reproduced information, or information derived from it, inaccurate or 53 misleading. This presentation contains (or may contain) certain forward‐looking statements with respect to certain of the Company’s current expectations and projections about future events and the Company’s future financial condition and performance. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “may”, “will”, “should”, “intend”, “plan”", “assume”, “estimate”, “expect” (or the negative thereof) and words of similar meaning, reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward‐looking statement, including those accompanying such 133 forward‐looking statements and under “Risk Factors” in our Annual Report on Form 20‐F, filed with the U.S. Securities and Exchange Commission (the “S.E.C.”) on March 13, 2014 and “Principal Risks 162 and Uncertainties” in our 2014 Interim Results contained in our Form 6‐K filed with the S.E.C. on August 20, 2014. 64 Statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The forward‐looking statements contained in this presentation speak only as of the date of this presentation and the Company assumes no obligation to, and does not intend to, update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the Financial Conduct Authority, the London Stock Exchange, the Irish Stock Exchange, the Central Bank of Ireland or by applicable law. No statement in this presentation is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future 107 financial years will necessarily match or exceed the historical or published earnings of the Company. 79 By attending the meeting where this presentation is made or by accepting a copy of this presentation you agree to be bound by the foregoing limitations. 139 218 127 44 2 2 32 54 107 1 global deal … 4 regional platforms 25 88 136 Acquiring high quality assets Financed by mix of existing cash, debt across 4 regional platforms and 9.99% equity placing 203 203  Regions 203  CRH 2014E net debt / EBITDA 3.2x – North America – Western Europe post-transaction – Emerging – Central & Eastern 168 Markets Europe  Committed to investment grade rating 57 53  2014E Financials Value creating 133 – 2014E Revenue €5.1bn 162 – 2014E EBITDA €752m 64  €90m(net) synergies run-rate by year 3  Earnings and returns accretive  Enterprise Value: €6.5bn 107 in 2016; first full year post completion 79 139 218 127 Delivering CRH’s strategy 44 3 3 2014E is used throughout this presentation to indicate numbers which are approximate pending audit finalisation 32 54 107 Deal Dimensions - Assets being acquired 25 88 136 N. America W. Europe CEE Emerging Total Locations 85 490 100 10 685 203 203 203 3,000 8,000 Employees 2,500 1,500 15,000 Cement plants 3 9 5 7 24 168 57 53 Cement capacity mt 3.7 12.3 9.8 10.1 36 133 Cement volumes mt 2.9 7.4 4.3 8.0 23 162 64 Aggs volumes mt 16 59 4 – 79 3 107 RMC volumes m m 3 6 1 n/m 10 79 139 Asphalt volumes mt 1 7 – – 8 218 127 Right Assets … Right Time … 44 4 2013 figures as reported by Lafarge and Holcim 32 54 107 Leading Market Positions in 4 Regional Platforms 25 88 Cement Aggregates RMC Asphalt Market position 136 North Canada Regional 1 America 203 Great Britain 203 1 203 Western France 3 Europe 168 Germany Regional leader 57 53 Romania 3 Central and Slovakia 1 133 Eastern 162 64 Hungary 2 Europe Serbia 2 107 79 Philippines 2 Emerging 139 Markets Brazil Regional leader 218 127 Strengthening existing positions, developing new platforms 44 5 5 32 54 107 Industry Position Post-Acquisition 25 88 Global 3 building materials player Global 2 in aggregates 136 50 Aggregates 170 mt 203 CRH 203 203 40 Aggregates 249 mt CRH + NewCo 30 168 57 53 20 Doubling cement volume 133 10 162 Cement 19 mt 64 CRH 0 Cement 42 mt 107 CRH + NewCo 79 139 218 Source: FactSet (Enterprise Value = Market Cap + Net Debt); 30 Jan 2015 127 Global 3 in building materials 44 6 6 Pro-forma Lafarge-Holcim post closure CRH 2013 volumes including share of Equity Accounted investments Enterprise Value, €bn 32 54 107 25 88 136 203 203 203 168 Strategic Rationale 57 53 133 162 64 107 79 139 218 127 44 7 7 32 54 107 Strategic Rationale 25  4 strong growth platforms … leading market positions 88 Quality portfolio of assets 136  Geographically diverse portfolio 1 203 203  3 platforms integrate well with existing CRH networks 203 Strong strategic fit  Emerging market platform … entry points of scale 2 168 57 53  Trough earnings, trough margins, low-cost financing Right time for CRH  Growth phase of global construction cycle 3 133 162 64  Synergies estimated at 1.8% NewCo sales Value creation potential  Significant bolt-on and vertical integration opportunities 4 107 79 139  Disciplined investment approach maintained Efficient use of capital  Dynamic re-allocation of divestment proceeds 5 218 127 44 8 8 32 54 107 Quality assets - balancing CRH’s global footprint 1 25 US Canada W. Europe CEE Emerging 88 136 CRH NewCo CRH + NewCo 203 203 Illustrative EBITDA Split 203 5% 10% 168 6% 19% 23% 57 8% 53 38% 13% 31% 56% 133 162 36% 64 8% 45% 2% 107 79 139 218 127 Platforms of scale in developed and developing markets 44 9 9 Illustrative EBITDA split: CRH split includes share of Asian JVs and Associates 32 54 107 Strategic fit - North America 2 25  Northeast US is CRH’s most profitable market 88 136 – 40% of US Revenue – 1 in Asphalt, 1 in Aggs, 1 in Building Products 203 CRH core market 203 CRH asset 203 NewCo market  Great fit with CRH’s NE Materials operations NewCo asset – Well-located resource-backed Aggs assets 168 57 – Cement assets in Ontario / Quebec 53 and supply terminals in northern US enhance purchasing / self-supply alternatives 133 – Cement / Aggregates pull-through into 162 CRH downstream operations 64 Production volumes (NewCo) – Expanded platform – roll-out CRH vertical integration model  Cement 2.9mt 107  Aggregates 16mt 79 – 2 largest acquisition by CRH US Materials 139  RMC 3m m³  Asphalt 1mt 218 127 Strengthens position in key North American region 44 10 10 32 54 107 Strategic fit - Western Europe 2 CRH markets 25 88 Great Britain Both 136  Market leading positions in cement, aggs, asphalt, RMC  Resource-backed integrated businesses 203  Enhanced network benefits – W Europe cement 203 203 France 168 57 53  Strengthens integrated business in Northeast FR / BE / NL Production volumes (NewCo)  Increased pull-through demand from existing operations  Cement 7.4mt  Purchasing leverage with own supply alternative 133 162  Aggregates 59mt 64  RMC 6m m³ Germany  Asphalt 7mt 107  Entry to strategically important Southern German market 79 139  Adds regional production flexibility  Enhanced purchasing / self-supply alternatives 218 127 Positions of scale in leading European economies 44 11 11 32 54 107 Strategic fit - Central and Eastern Europe 2 CRH markets 25 Romania 88 NewCo markets 136 Both  Top 3 integrated player in consolidated market  Well-located resource-backed assets 203  EU funding to drive construction growth 203 203 Slovakia - Hungary 168 57  Market leader … Cement: 1 SK; 2 HU; RMC: top 3 53  Cement usage at low level … modern efficient cement assets Production volumes (NewCo)  Significant growth potential  Cement 4.3mt 133 162  Aggregates 4mt 64 Serbia  RMC 1m m³  2 cement company in consolidated market 107  Well-located resource-backed assets 79  Roll-out CRH vertical integration model 139 Geographic infill creates strong regional cluster … 218 127 … become 1 heavyside building materials company in CEE 44 12 12 32 54 107 Strategic fit - Emerging Markets 2 25 88 Philippines 136  New platform for CRH in Asia, expanding beyond India & China 203  2 position in Philippines market 203  Construction growth forecast 203 11% CAGR 2015-2020  Cement volumes 5.2mt 168 57 53 Brazil 133  Top 5 position in the southeast 162 64  Major supplier to Rio de Janeiro market  Ongoing infrastructure needs 107  Cement volumes 2.8mt 79 139 218 127 Balancing returns and long term growth 44 Source: Construction and Infrastructure Capital Investment; Bank of America Merrill Lynch 13 13 32 54 107 Right time in cycle to acquire assets 3 25 88 Global economies emerging from crisis 136 North America 203 203  Good momentum in US; Canada stable 203 Europe 168 57  Markets normalising – early stages of recovery 53  Self-help / synergies key in early part of cycle 133  CEE significant construction needs 162 64 Emerging markets 107  Infrastructure and urbanisation continue to drive demand across markets 79 139  Strong economic fundamentals in core Philippines market 218 127 Right point in the cycle 44 14 14 32 54 107 Right time in cycle to acquire assets 3 25 Heavyside sector earnings at cyclical low … … and industry margins at trough 88 136 € billions % Heavyside Sector EBITDA Global Peers EBITDA margin % 203 25 22 203 203 20 20 168 -44% 57 -27% 53 15 18 133 10 162 64 16 5 107 79 139 0 14 1998 2000 2002 2004 2006 2008 2010 2012 1998 2000 2002 2004 2006 2008 2010 2012 218 127 Right point in the cycle 44 Estimated Global Heavyside Sector EBITDA, adjusted for inflation and expressed in 2014 € 15 15 32 54 107 Right time in cycle to acquire assets 3 25 88 CRH cost of debt All-time-low cost of funds 136 CRH weighted average cost of gross debt %  In 2012 … CRH average cost of debt 5% 6.0 CRH Bond issuance €500m 5% 203  c€3bn Public Debt issuances 2012-2014 203 203 5.5  Declining Average cost of CRH debt €750m 3.125% 5.0 168 €750m 2. 75% 57 €600m 1. 75% 53 4.5 CRH current weighted average cost of debt c4% … reducing to c3% by 2020 4.0 133 162 64 3.5 €275m 1.375% 107 0 79 2012 2013 2014 2015 2016 2017 2018 2019 139 218 127 Funding acquisitions at historically low levels 44 16 16 32 54 107 Creating value - €90m synergies identified 4 25 88 Synergies 136 € 90m 10 Structural  €30m in year 1 203 203  Rising to €90m(net) run-rate 203 20 Process in year 3 € 60m 5  Synergies estimated at 168 57 1.8% NewCo sales 15 53  Procurement, process and € 30m structural benefits 60 133 Procurement 5 162 ‒ Operational 64 40 ‒ Commercial 25 ‒ Network 107 79 139 Year 1 Year 2 Year 3 218 127 Consistent delivery of synergies 44 17 17 32 54 107 Synergy opportunity across multiple categories 4 Year 3 synergies 25 88 136 Internal sourcing / procurement leverage benefits c€30m Procurement – Cement: 3mt … savings of €5 to €10 /t = €25m – Aggregates: 8mt … savings €0.50 - €1 /t = €5m 203 203 203 c€30m Integrated procurement programmes CRH+NewCo €60m – Transport … Savings through procurement, logistics 168 management and integrating logistics services 57 53 – Heavy mobile equipment … Mobile plant savings from aggregated procurement scale of CRH+NewCo 133 – Additives … Rollout of CRH tendering practices 162 64 across all additive categories in NewCo – Non-product related spend … e.g. contracted services, admin, IT, equipment, etc. 107 79 139 – Global direct sourcing for consumables from low cost countries (e.g. spare parts, wear parts for crushers etc.) 218 127 Sustainable model of continuous business improvement 44 18 18 32 54 107 Synergy opportunity across multiple categories 4 Year 3 synergies 25 88 136 Ops improvement/reduced costs through combined technical services Process – NewCo Synergies – Global spares policy 203 203 – Better run-times and efficiencies 203 – Process improvements/management in NewCo downstream €20m – Reverse Synergies (CRH cement) 168 – Lower maintenance costs 57 53 – Increasing use of alternative fuels – Reducing clinker factor (-1.5%pt) 133 Structural 162 64 Restructuring support services – Integrating back-office functions – Administration rationalisation 107 79 – Regional centres of administration €10m 139 218 127 Sustainable model of continuous business improvement 44 19 19