Cruise Port oPerator Ports... · Case study of recently acquired Port: Creuers Cruise Ports...

Copyright© 2017 Global Ports Holding

Spring 2017

Leading Cruise Port oPerator

Global Ports Holding

This is an advertisement and not a prospectus. Potential investors should not apply for or buy any shares in Global Ports Holding1 except on the basis of the information contained in the prospectus expected to be published by Global Ports Holding in due course in connection with the potential offer of shares in Global Ports Holding and made available on its website. This advertisement is not for distribution or publication outside the United Kingdom. Before purchasing any securities referred to in this advertisement, persons viewing this advertisement should make sure that they fully understand and accept the risks summarised on page 8 hereof and set out in full in the prospectus.

1 Global Ports Holding Limited will be inserted as the holding company of Global Liman İşletmeleri A.Ş and will re-register as a public company in advance of admission to the London Stock Exchange. The company’s name following re-registration as a public limited company will be Global Ports Holding PLC.

1www.globalportsholding.com

Adria-Bar

Brindisi6Kuşadası

Bodrum

Antalya

Valletta

Dubrovnik5

Venice

Ravenna

Barcelona

Catania

Cagliari

MálagaLisbon

Singapore

SPAIN (2)

ITALY (4)CROATIA (1)

TURKEY (3)

MONTENEGRO (1)

MALTA (1)

Dominant Position in the Mediterranean Cruise Port Landscape

Businessoverviewan expanding and international Cruise Ports operator underpinned by growing and Cash generative Commercial Port operations

$81m eBitda1

8 Countries,14 Locations

Strategically located Commercial Ports with significant and growing

captive hinterland

13%CAGR in revenue2

Serving7.8m passengers

71.9% Commercial

EBITDA margin

14% CAGR in EBITDA2

doubled since

2014

88% export volumes, with

Turkish Marble exports being a key driver

for Antalya

Consistent company EBITDA margins3 of

c.70%

26% market share in

Mediterranean cruise

• Low Maintenance Capex

• 88% Cash Conversion4

• Leading to Attractive

Dividend Profile

Opportunity to expand in the Caribbean and asia

Built on first mover advantage and strong

customer offering

Low maintenance capexand growth drives

strong cash generation

Leading internationaL Cruise Port oPerator

CoMMerCiaL Port oPerator in turKeY and Montenegro

GPH Cruise Ports

GPH Commercial Ports

Country (number of ports)

Source: Company Information.Notes: 1Segmental EBITDA in 2016 , Segmental EBITDA excludes project and headquarter expenses, and includes share of profit of equity-accounted investees 2Compound Annual Growth Rate over 2014-2016 period 3Segmental EBITDA Margin of 68% in 2014, 70% in 2015 and stet 2016 4Cash conversion calculated as (Segmental EBITDA and unallocated expenses - CAPEX)/(Segmental EBITDA and unallocated expenses). CAPEX excludes acquisitions 5Concession tender awarded, currently awaiting for agreement on the final terms of the concession agreement and signing 6GPH holds 25% stake in the company which is currently negotiating Brindisi concession agreement with the Port Authority as the winner of the tender.

$44min Commercial

Ports

$37min CruisePorts

$


strong infrastructure Characteristics

Key infrastructure Provider

attractive underlying Cruise dynamics

strategically Located Commercial Ports with Captive Hinterland

Key Cruise terminal Locations

“Must visit” locations on Mediterranean itineraries

1 3

4 out of top 12 Mediterranean Cruise Ports(2015 Port ‘000s)

Barc

elon

a12,

540

Civi

tave

cchi

a2,

272

Veni

ce1,

582

Mar

seille

1,45

1

Nap

les

1,27

0

Savo

na98

2

Pira

eus

980

Tene

rife

933

Geno

a84

8

Dub

rovn

ik283

1

Livo

rno

698

Valle

tta66

8

gPH Cruise Ports

$36bngrowth industry

23m cruise passengers

4.7% growth in

2007-2015

High Barriers to entry

> Brand recognition> Key strategic locations captured

> Coastal development limits construction

> High investment requirements> Lengthy approval processes

> Material financial and scale advantage> Competitive edge for

concession renewal

2Long term

Concessions

average remaining life

c.20 years

Notes: 1Including all the 6 terminals of Barcelona Cruise Port, where GPH operates 5 terminals 2Concession tender awarded, currently awaiting for agreement on the final terms of the concession agreement and signing 3EIU, Econstats, Cruise Industry News 2016-2017 State of the Industry Annual Report, World Bank Indicators, CLIA, ECC, ICCA 4Seatrade Insider, Cruise Industry News 2016-2017 State of the Industry Annual Report, Industry data, EIU, CLIA UK & Ireland, CLIA Europe, Cruise Market Watch 2016, Association of Mediterranean Cruise Ports, Wall Street research 5Refers to the ratio of utilised cruise capacity over total available capacity (historical average occupancy rates of Carnival and Royal Caribbean cruise lines between 2001 and 2015. Over capacity of 100% is related to filling the capacity above their normal capacity based on double occupancy per cabin)

497 497

207.3

2016

E

2017

E

2018

E

2019

E

2020

E

2021

E

2022

E

+42% of 2016Capacity

Tota

lCa

paci

ty

315Ships

global order Book total ship Capacity‘000 PAX4

occupancy ratesCarnival and Royal Caribbean Occupancy (2001-2017E)5

15.5

22.2

31.8

3.76.6

Global CAGR 07-15:4.7%

Global CAGR 15-22E:5.2%

global Cruise Passengers (m)3

europe Cruise Passengers (m)3

2007

2008

2009

2010

2011

2012

2013

2014

2015

2017

E20

19E

2020

E20

21E

2022

E

expectation of further growth

Penetration remains low

Average Occupancy

Rates 2015-2017E: 105.0%

Historical Average

Occupancy Rates Since

2001: 104.8%

Port-Akdeniz

Cement Plants

Port-Akdeniz Competitor Ports

Key Marble Mines 2

388KM 1

Port-Akdeniz

Aliaga

Mersin

Iskenderum

Syria

Turkey

Cyprus

Port

of A

dria

-Bar

(M

onte

negr

o)

Port-Adria-Bar Competitor Ports

Italy

Montenegro

Port-Adria Macedonia (FYROM)

Bosnia and Herzegovina

Serbia

Rijeka

Split

Dubrovnik Bulgaria

Romania

Albania

Croatia

Belgrade

Bar-Belgrade Railway and Road

168KM1

143KM 1

379KM 1

832KM 1

Port of akdeniz (turkey) Port of adria-Bar (Montenegro)

388 km

353 km

492 kmİskenderun


the gPH investment Case

Cruise passenger

growth

dubrovnik1 to be added in

2017

transformation of cruise terminals to

drive ancillary revenue opportunity

track record of port acquisitions6 ports added

in the last

18 months

Benefitting from network synergies

Proven ability to achieve attractive debt

financing terms

operational leverage due to high fixed cost base

global pipeline with strong short term

opportunities (e.g. Bahamas and Cuba)

Leading internationaL Cruise Port oPerator

oPPortunitY to Continue Cruise eXPansion

underPinned BY groWing CasH generatiVe CoMMerCiaL Ports

eXPerienCed ManageMent teaM

Bar, Montenegro· Gateway to Balkans

· Recently completed capex into cranes and handling equipment expected to drive growth in margins

antalya, turkey· World’s largest marble port

· Gateway to Turkish marble export to China· Strategically positioned locations

antalya,turkey

Experienced management team with an established international track record of operational excellence and effective strategy

Notes: 1Concession tender awarded, currently awaiting for agreement on the final terms of the concession agreement and signing


today

Vision

Mediterranean Focused

Truly Global

Portfolio of Ports

Network of Ports

European Brand

Global Brand

Build on highly differentiated value proposition and ongoing roll-out of branded best practice service

Continue cruise terminal platform expansion through targeted, disciplined acquisitions

Continue diversification and expansion of cargo volumes through numerous operational initiatives

Drive yield enhancement through focused implementation of attractive B2C1 and B2B2 revenue opportunities

Maintain strong cash conversion

1

3

4

2

5

BusinessstrategyBuilding a truly global network of branded cruise ports

1Business to Consumer 2Business to Business


ToTal pier lengTh

2,934m ConCession expiraTion

20331 (AdossAt) 2026 (WtC)

number of Terminals

5

number of piers

6

ToTal pier lengTh

1,312m

ConCession expiraTion

2038 (LevAnte) 2041 (PALmerAL)

Barcelona

Málaga

Location

Case study of recently acquired Port:Creuers Cruise Ports (Barcelona and Malaga)Large Cruise Port (2.5m PaX) with ancillary revenue opportunitiesPlease refer to the Prospectus for full details

• Barcelona: #4 top cruise homeport in the world and a mediterranean turnaround base. GPH operates 5 out of 6 cruise terminals in the Barcelona Cruise Port

• the port is ideally positioned to service cruise traffic destined to both the city of Barcelona itself and the region of Catalonia, both of which have strong historic, natural and cultural attractions for tourists

• malaga: one of the principle mediterranean ports operating 2 terminals.

• Leading infrastructures for the berthing of cruises, with capacity to receive large megaships

Barcelona Key Features

description

Malaga Key Features

Cruise PaX (‘000s) revenue (us$m)

Source: Creuers Del Port De Barcelona - 2014 IFRS audit report. Notes: 1Assuming automatic extension subject to compliance with concession agreement obligations 2Pro-rata by date of acquisition and 2014 shows standalone figure pre-acquisition 3Leasing of premises, drinking water and other services provided in Creuers and Cruceros solo audited financials

2014 2015 2016

1,989 2,197 2,276

504

5042

2014 2015 2016

25.724.7

27.1

5.62

24.3

2.8

24%TOTAL

REVENUESHARE

2016

Stand-alone port pre-acquisition figures Ancillary revenue3 Cruise revenue


Case study of recently acquired port: Valletta Cruise Portacquired in 2015, Leading to growth in PaX and ancillary revenuePlease refer to the Prospectus for full details

Valletta

Location

ToTal pier lengTh

1,327m

porT area

48,000 sqm

ConCession lengTh/expiraTion

2066

number of Terminals

3

Valletta Key Features

Source: Valletta Cruise Port audited financial statements dated November 2015Notes: 1Consistent with consolidated revenues 2Based on audit reports fiscal year ending 30 November 2015

10%TOTAL

REVENUESHARE

2016

Cruise PaX (‘000s) revenue1 (us$m)

2014 2015 2016

518 668 683

20142 20152 2016

10.3 10.211.8

4.7

7.1

• strategically positioned in the centre of the mediterranean, offering numerous possibilities for just about any itinerary in the eastern or Western mediterranean

• tourist destination with UnesCo World Heritage sites

• valletta Waterfront, landmark on the island, offers variety of dining and shopping opportunities

• the award-winning valletta Cruise Port is situated in a natural deep water harbour, with year-round easy access to ships of all sizes

description

Stand-alone port pre-acquisition figures Ancillary revenue Cruise revenue


40

58 61

34

47 54

79% 89% 88%

2014 2015 2016

• All revenue is generated in US Dollars or Euros

Source: Company Information Notes: 1Segmental EBITDA calculated as operating profit plus depreciation and amortisation, excluding non-operational and HQ expenses 2Including minority-owned ports as well as not adjusted pro-rata by date of acquisition 3Cash conversion calculated as (Segmental EBITDA and unallocated expenses - CAPEX)/(Segmental EBITDA and unallocated expenses). CAPEX excludes acquisitions

4220

6427

44

37

4.8

7.8

Financial ProfileConsistent Financial Performance over Past 3 Years

CashConversion3

(%)

Passengers2

(‘m PaX)

segmentaleBitda1

us$m

revenueus$m

Ports in which gPH has an interestCruise Commercial

MARGİN 68% | 70% | 70%

3.7

• Founding Shareholder, Chairman and Chief Executive Officer of Global Investment Holdings Group

• Actively involved in business development at the Company level and serves on the board of several GIH subsidiaries and affiliates

• Prior to founding the company in 1990, he held an executive position at Net Holding, a Turkish group investing in tourism and real estate

• Holds a BA (Hons.) from Boğaziçi University and an MBA from the University of Texas

• Has 20 years of C-Level experience in global businesses

• Held various high-level positions at Turkcell such as Chief Business Development Officer, Chief Commercial Officer and General Manager

• Worked for Kodak, Microsoft Turkey, Unilever, VEON (Formely Vimpelcom) and Verizon

• Holds a postgraduate degree in Systems Engineering at Rutgers and Princeton Universities

• Appointed as COO in August 2016

• Over 20 years senior management experience, 14 of which in the Cruise Industry

• Served as CEO and CFO of Valletta Cruise Port

• Experiences in the audit and financial advisory sectors as well in the retail, property and hospitality industries.

• Mr. Xuereb is a Fellow of the Chartered Institute of Accountants and a Henley MBA graduate

MehmetKutmanCo-Founder & Chairman

emre sayınCEO

stephen XuerebCOO

gPHManagement team

62

91

74

105 115

81


risk Factors

this advertisement does not constitute an offer or recommendation concerning the securities referred to in this advertisement. Before purchasing any securities referred to in this advertisement, persons viewing this advertisement should make sure that they fully understand and accept the risks which are set out in the prospectus to be published by Global Ports Holding plc (“GPH”) in due course.

this advertisement is issued by and is the sole responsibility of GPH and has been approved solely for the purposes of section 21 of the Financial services and markets Act 2000 by Barclays Bank PLC (“Barclays”), whose registered address is at 1 Churchill Place, London e14 5HP. Barclays is authorised by the Prudential regulation Authority and regulated by the Financial Conduct Authority and the Prudential regulation Authority. Barclays is acting exclusively for GPH and no-one else in relation to or in connection with the potential offer of the shares in GPH and will not be responsible to anyone other than GPH for providing protections afforded to clients of Barclays and is not providing, and will not provide, advice in relation to the offer or any matter referred to in this advertisement. this advertisement does not constitute an offer or recommendation concerning the shares referred to in this advertisement. this advertisement is not for distribution or publication in any jurisdiction outside the UK.

Any prospective investor is recommended to consult an independent financial adviser.

the securities of GPH have not been and will not be registered under the U.s. securities Act of 1933, as amended (the “securities Act”) and may not be offered or sold within the United states absent registration or an applicable exemption from the registration requirements of the securities Act. there will be no public offering of the securities in the United states.

operational risks•TheconcessionagreementsunderwhichGPHoperatesitsportshavefixed terms and GPH may be unsuccessful in renewing these agreements. the concession agreements may be terminated prior to expiration under certain circumstances including if the Group does not comply with the concession terms.

•GPH’sTurkishportoperationsaresubjecttorisksarisingfrominterpretations of turkish laws restricting foreign ownership in respect of eligiblity to operate vessels under the turkish flag, which could affect the Group’spilotage,tugboatandmooringservices.

•GPHissubjecttoanincreasinglycomplexregulatoryenvironment,andregulatory changes may negatively affect its business.

•GPHissubjecttorisksinherentinportoperations,andlossesresultingfrom these risks may not be fully covered by insurance.

•TheGroup’ssuccessdependsonitsseniormanagementteamandotherkey personnel.

Cruise Port risks•Demandforcruiseportservicesissubjecttochangesinmacroeconomicconditions,trendsinthecruiseindustryandotherfactorsbeyondtheGPH’scontrol.

•GPH’scruiseoperationsareaffectedbypassengerperceptionsastothesafetyofcruisetravel,andGPH’scruiseportsecuritymeasurescannotprotect against all possible security threats.

•GPHreliesinpartondutyfreeandancillaryrevenuesatitsports,whichmay be affected by economic conditions and changes in regulation.

Commercial Port risks•Demandforcommercialportservicesdependsonforeigntradevolumes,commodityandfuelpricesandotherfactorsbeyondGPH’scontrol.

•Tradebarriers,restrictionsonimportsorexportsortradedisputesmayadverselyaffectGPH’scommercialports

investment and strategy risks•GPHmaynotbeabletoidentifyandsuccessfullyacquireadditionalportfacilities in line with its growth strategy, and its investment pipeline is not a guarantee of actual bidding activity or future investments.

•Theacquisitionandintegrationofnewportsentailrisks.

•GPH’slong-termprospectsarepartlydependentonitsabilitytosuccessfully execute its port development and improvement plans.

general risks•PastperformanceofGPHisnotareliableguideastofutureperformance.

•Pricesof,andanydividendspaidon,sharesmaygodownaswellasupand in the worst case you could lose all of your investment.

•Immediatelyfollowingtheoffer,GPHwillhaveshareholderswhoownasignificant percentage of the shares in GPH, and they will be able to exert a significant degree of influence over the outcome of certain matters to be considered by the shareholders.

•GPHoperatesincompetitivemarketsandmaynotbeabletocompeteeffectively or profitably.

Cruise Port oPerator Ports... · Case study of recently acquired Port: Creuers Cruise Ports...

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