Daybrook Fisheries

ACQUISITION
OF DAYBROOK
FISHERIES
May 2015
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2
VIDEO TITLE
www.oceana.co.za
3
PRESENTATION CONTENTS
Becoming a global
fishing company
Overview of
Daybrook
Fisheries
Compelling
strategic rationale
Transaction
and financial
highlights
Indicative
timetable
Q&A
4
SECTION 1
Becoming a global fishing company
BECOMING A GLOBAL FISHING COMPANY
OCEANA AIMS TO
BECOME AFRICA’S
MOST EFFICIENT
CONVERTER OF FISHING
RIGHTS INTO VALUE
UNDERPINNED BY
GENERATING
SUSTAINED FINANCIAL
RETURNS BY
ANTICIPATING MARKET
TRENDS
Identifying opportunities for acquisitive
and organic growth of the group
Achieving growth in headline earnings
Delivering superior returns to shareholders
6
BECOMING A GLOBAL FISHING COMPANY
OCEANA HISTORICAL REVENUE (ZARm) and HEPS (ZARc)
OCEANA’S STRATEGY HAS
BEEN VERY EFFECTIVE,
WITH REVENUES AND
HEADLINE EARNINGS
GROWING MATERIALLY
OVER RECENT YEARS
6 000
600
2010A – 2014A
CAGR: 16%
5 000
500
4 000
400
2010A – 2014A
CAGR: 10%
3 000
300
2 000
200
2010A
2011A
Revenue (LHS)
Source: Oceana 2014 Annual Report
2012A
2013A
2014A
HEPS (RHS)
7
BECOMING A GLOBAL FISHING COMPANY
HOWEVER, LIMITED
OPPORTUNITIES
REMAIN WITHIN SA
AND THE
rest of the AFRICAN
CONTINENT TO
MEANINGFULLY
INCREASE SCALE AND
DIVERSIFY FISHING
RIGHTS
Finite fishing resource in South Africa
Concentration of species
South African fishing rights up for renewal
in 2020
8
BECOMING A GLOBAL FISHING COMPANY
increase diversification of:
Oceana’s strategy
is to seek out global
opportunities which:
•
targeted species
•
product portfolio
•
currency exposure
•
geographies
builds a large scale, highly efficient business,
exploiting benefits of an enlarged diversified
group
9
BECOMING A GLOBAL FISHING COMPANY
Long-term growth in demand for fishmeal
and fish oil:
• Increasing global protein requirements
Through extensive
analysis into global
fishing trends and
markets, Oceana has
concluded that
increased exposure to
fishmeal and fish oil is
key to achieve its
strategic objectives
• Growing demand for aquaculture and
increased use in aquaculture production
• Growing demand as feed ingredients for
pork and seafood production
Constrained global supply due to limited
resources and adverse weather conditions
Substitutes are not available in quantities
needed to replace fishmeal and fish oil as key
feed ingredients
10
BECOMING A GLOBAL FISHING COMPANY
Excellent track record
Daybrook Fisheries is an
opportunity for Oceana
to undertake a truly
transformational
transaction in a
sustainable fishing
environment
Strong cash flow generation
World class operating plant and well
maintained fleet
11
SECTION 2
Compelling strategic rationale
INCREASING GLOBAL DEMAND FOR PROTEIN
• Global population is expected to reach 9bn by 2050 driving demand growth for food and protein
• Fish are an important source of animal protein and nutrients for human consumption
• Finite resources in the world’s oceans increases fish supply potential from aquaculture production
to meet this demand
• Fishmeal and fish oil are high-protein ingredients in feed for aquaculture, which is one of the fastest
growing food segments
• Fishmeal has been increasingly utilised in aquaculture feed over the past 3 decades and demand is
expected to grow with aquaculture production
GLOBAL FISHMEAL USE
GLOBAL FISH PRODUCTION AND SOURCING (million MT)
4%
2%
2%
10%
Aquaculture
CAGR = 2.1%
48%
50%
73%
64
2011A
93
2030E
93
90
50%
1960
Swine
Poultry
36%
5%
20%
1980
2010
Aquaculture
Source: World Bank – Fish to 2030
Other
Aquaculture
Capture
13
FISHMEAL SUPPLY AND PRICING
• Global output has declined by c. 23% over the past decade due to limited resources and adverse
weather conditions
• Supply/demand factors have resulted in sustained price growth over the past 10 years
• Potential substitutes do not have the same high quality protein and amino acid content
and are not available in significant volumes to replace fishmeal as a key feed ingredient
• The result is an increasing fishmeal price ratio compared to substitutes such as soybean meal
• World Bank predicts 90% real growth in fishmeal prices from 2010-2030 (3.3% real CAGR)
GLOBAL FISHMEAL PRODUCTION (thousand MT)
6 084 6 018
FISHMEAL AND SOYBEAN MEAL PRICE (US$/MT) (March 2015)
2 500
5 587
5 269 5 519 5 019 4 838
4 560
800
700
4 535 4 672
2 000
600
500
1 500
400
300
1 000
200
100
500
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
05
06
07
08
09
Fishmeal (LHS)
Source: Global fishmeal and oil production - IFFO Yearbook of Statistics, FAO, World Bank – Fish to 2030
10
11
12
13
14
Soybean meal (RHS)
14
FISH OIL SUPPLY AND PRICING
• A similar trend has been observed in fish oil production and prices
• Vegetable oils, such as rapeseed and soy oil, are no longer considered suitable substitutes for
fish oil and there has been a clear divergence in prices since 2012
• World Bank predicts 70% real growth in fish oil prices from 2010-2030 (2.7% real CAGR)
GLOBAL FISH OIL PRODUCTION (thousand MT)
1 035 906
1 029 1 037 993
915
FISH OIL AND RAPESEED OIL PRICE (US$/MT) (October 2014)
2 600
1 036
841
903
885
2100
1800
2 000
1500
1 400
1200
800
900
600
200
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
05
06
07
08
09
Fish oil (LHS)
Source: Global fishmeal and oil production - IFFO Yearbook of Statistics, FAO, World Bank – Fish to 2030
10
11
12
13
14
Rapeseed oil (RHS)
15
TRANSACTION SUPPORTS OUR STRATEGY
• Generating sustained financial returns by anticipating market trends
• Driving transformation and localisation
• Optimising our operations
• Leading stewardship of marine resources
• Building trusted relationships
• Diversification of species, geography and currency
16
COMPELLING COMMERCIAL RATIONALE
1
Expected to provide attractive IRR and strong earnings growth from a materially higher base
2
• Expected value creation over the next five years, through a planned expansion of the fleet and an
increase in plant capacity as a result of the installation of innovative dryer technology
• Cost savings are expected to be generated from Daybrook Fisheries, through synergies
3
The acquisition will increase Oceana’s scale and entrench it as the leading African fishing company in
line with its strategic objectives
4
The acquisition would result in a significantly larger group with increased geographically diversified
revenues and customers with potential for further opportunities globally
17
COMPELLING COMMERCIAL RATIONALE
5
Increased exposure to US$ revenues and costs mitigates Rand volatility
6
Exposure to Gulf Menhaden species will further increase diversification of Oceana’s fishing business
and product mix
• Sustainable fishing environment – currently no quota on Gulf fisheries and fishing at below
sustainable levels
7
Opportunity to transfer knowledge, skills and technology between Oceana and Daybrook Fisheries
8
Consolidation of SA, Namibia, Angola and US fishmeal supply results in improved scale and mobility in
the global market
18
SECTION 3
Overview of Daybrook Fisheries
VIDEO TITLE
Insert media
www.oceana.co.za
20
OVERVIEW OF DAYBROOK FISHERIES
• Established in 1955
DAYBROOK FISHERIES’ GEOGRAPHIC LOCATION
• Daybrook Fisheries is a vertically integrated
company, catching and processing Gulf
Menhaden into fishmeal and fish oil
• Excellent track record
• Strong cash flow generation
• World class operating plant and well
maintained fleet
• 35%-40% of the annual Gulf Menhaden catch
• Sales are made to leading American and other
international manufacturers of animal and
aquamarine nutritional products
Location of Daybrook Fisheries’ factory in Empire, Louisiana
• Proximity to the Port of New Orleans enables
competitive exports to China, Europe, and
Latin America
Gulf Menhaden are small filter feeding fish
21
SUSTAINABLE FISHING ENVIRONMENT
• Gulf Menhaden produce billions of offspring annually, which allows the population to easily
replenish itself each year (3 year growth cycle)
• Purse-seine method with the assistance of spotter aircraft allows fishing in coastal waters
• Consolidation of Gulf fisheries has resulted in a steady decline in the industry catch size to a
sustainable level
• NOAA Fisheries is the federal agency that ensures sustainability of the resource
• Gulf States Marine Fisheries Commission completed an updated stock assessment that concluded
that the Gulf Menhaden fishery is not overfished nor in an overfished state
HISTORICAL INDUSTRY CATCH (thousand MT)
800
Hurricane
Katrina
Deepwater Horizon
oil spill
600
400
200
0
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Average catch, excluding 2005 & 2010
Source: NOAA Fisheries, Daybrook Fisheries
22
WORLD CLASS OPERATIONS
• Fleet of 11 refrigerated vessels and 10 single Cessna aircrafts owned and operated by a wholly-owned subsidiary of
Daybrook Fisheries (Westbank)
• Marine department is comprised of highly skilled captains, fishermen and maintenance crews in the industry
VESSELS
• Vessels average 55m in length and are built to carry
500 tons of raw fish in two refrigerated holds
• Each vessel carries two 12m fishing boats
PLANES
• Maintains its own aircraft and operates a full aviation repair
maintenance facility at Stennis Airport in Mississippi
• Relies on spotter planes to assist in locating the fish
• Plant in Empire is the largest processor of Menhaden in US
PROCESSING • 15 acre factory and logistics / warehouses
• Operational plant capacity of 110MT per hour with planned
PLANT
increase in capacity
23
SUPERIOR PRODUCT OFFERING
PROCESSING
OPERATIONS
• The only fishmeal manufacturer in the US currently using an indirect drying process
• Operates a world class laboratory
AQUACULTURE FEEDS
PET FOOD
ANIMAL FEEDS
• Products used in salmon and
trout farming
• Ensures healthy feed conversion
• Fishmeal is processed specifically
for the pet food industry
• Preferred by many feed
formulators of early stage
pig development
24
COMPETITIVE LANDSCAPE
• Daybrook Fisheries and Omega Protein (2014A revenue US$ 308m) are
the only Menhaden operators in the Gulf
LOCATION OF GULF MENHADEN PLANTS
IN US
• Since 2010, Omega Protein has focused its business strategy downstream
towards human nutrition products
• Invested over US$ 130m in acquisitions
• Omega Protein has decreased the number of operating vessels from 41
in 2009 to only 21 in 2014 and has closed a 3rd plant
HISTORICAL EBITDA MARGIN COMPARISON¹
50%
42%
42%
MISSISSIPPI
31%
23%
15%
2012
Omega plant
in MossPoint
2013
Daybrook Fisheries (normalised)
2014
Omega Protein
Source: NOAA Fisheries, Daybrook Fisheries, Omega Protein annual report
Notes:
1. Daybrook Fisheries’ EBITDA converted from US GAAP to IFRS and normalised for non-recurring expenses
and a 2014 closing inventory normalisation adjustment
2. All normalised figures have not been reviewed or audited by Oceana’s auditors
LOUISIANA
Omega plant
in Abbeville
Daybrook Fisheries
plant in Empire
25
SECTION 4
Transaction and financial highlights
SALIENT FEATURES OF THE TRANSACTION
PURCHASE
• Total purchase consideration of US$ 382.3m (ZAR 4,588m¹)
CONSIDERATION
• Implied enterprise value including the Put Premium / 2014 normalised²
AND ENTERPRISE
EBITDA multiple of 8.65x
VALUE
TRANSACTION
STRUCTURE
• Acquisition of an effective 100% in Daybrook Fisheries via the newly
formed Oceana US Holdings Corp.
• Acquisition of 25% in Westbank indirectly via Daybrook Fisheries
• Existing US management/key shareholders to remain as 75%
shareholders of Westbank
• Westbank to supply fish to Daybrook Fisheries through an exclusive
30 year fish supply agreement
Note:
1. Converted at US$ / ZAR 12.00 being the hedge forward exchange rate to the date of pay-away
2. 2014 EBITDA of US$48m normalised for non-recurring expenses and a closing inventory normalisation adjustment
27
SALIENT FEATURES OF THE TRANSACTION
• Westbank will issue a 30 year bearer warrant (immediately
exerciseable) to Daybrook Fisheries to facilitate the entry of a new US
investor to Westbank
PUT OPTION /
WARRANT
• 30 year option provided to 75% shareholders in Westbank to put their
shares to Daybrook Fisheries for US$ 31.5m with a 12 month
notification period
• Should notice to exercise be provided by 30 November 2016 (effective
30 November 2017), Oceana will pay the Put Holders an additional
US$ 15m (“Put Premium”)
Note:
1. Converted at US$ / ZAR 12.00 being the hedge forward exchange rate to the date of pay-away
2. 2014 EBITDA of US$48m normalised for non-recurring expenses and a closing inventory normalisation adjustment
28
SALIENT FEATURES OF THE TRANSACTION
FUNDING
• Purchase consideration and payment of transaction costs supported
by available cash resources, and commitment letters from The
Standard Bank of South Africa Limited (SBSA) and Bank of Montreal
(BMO)
› Up to ZAR 2 400m Oceana cash resources
› Up to ZAR 1 704m¹ BMO term funding (US$142m)
› ZAR 1 200m SBSA equity bridge
› Equity bridge funding expected to be repaid out of proceeds from
a proposed fully underwritten rights offer, expected completion
September 2015
• Oceana has implemented a FX hedging strategy on a dynamic basis
for the ZAR funded portion of the purchase consideration
Note:
1. Converted at US$ / ZAR 12.00 being the hedge forward exchange rate to the date of pay-away
2. 2014 EBITDA of US$48m normalised for non-recurring expenses and a closing inventory normalisation adjustment
29
SALIENT FEATURES OF THE TRANSACTION
STRONG
SHAREHOLDER
SUPPORT
• Key shareholders, Tiger Brands (43.8%) and Brimstone Investment
Corporation (17.6%), have committed to support the transaction and
follow their rights in the proposed rights offer
Note:
1. Converted at US$ / ZAR 12.00 being the hedge forward exchange rate to the date of pay-away
2. 2014 EBITDA of US$48m normalised for non-recurring expenses and a closing inventory normalisation adjustment
30
TRANSACTION AND SUMMARISED GROUP STRUCTURE
SA
Funding commitment
– SBSA
OGL
100%
USA
Funding commitment
– BMO
Oceana US Holdings Corp
100%¹
USA
Shareholders agreement
incl. Put and Warrants
Daybrook Fisheries
Fish supply agreement
25%
USA
Westbank
USA
75%
Existing key shareholders
Note: Oceana US Holding Corp. will own an effective 100% in Daybrook Fisheries through two intermediary holding companies
31
DAYBROOK FISHERIES FINANCIAL SUMMARY
NORMALISED REVENUE¹ (US$m) AND GROSS PROFIT MARGIN (%)
FISHMEAL AND FISH OIL SALES SPLIT (MT)
114
84
Oil yield affected
by BP oil spill
8 656
90
25 473
62%
17 012
52%
55%
56 959
51 389
38 838
2012
2013
2014
NORMALISED EBITDA² (US$m) AND EBITDA MARGIN (%)
2012A
2013A
Fishmeal
2014A
Fish oil
2014A REVENUE SPLIT BY COUNTRY
48
42
38
22%
50%
50%
42%
42%
27%
2012
2013
2014
US & Canada
Europe
Source: Daybrook Fisheries, Oceana analysis
Notes:
1. 2014 Revenue converted from US GAAP to IFRS and normalised for a closing inventory normalisation adjustment
2. EBITDA converted from US GAAP to IFRS and normalised for non-recurring expenses and a 2014 closing inventory adjustment
3. All normalised figures have not been reviewed or audited by Oceana’s auditors
Far East
Other
32
COMBINED GROUP FINANCIAL SUMMARY
Pro-forma 2014 results
ZARm
Revenue
EBIT
Lucky Star
3 086
381
Horse mackerel and hake
1 203
347
45
1 202²
406 344
107
Lobster, squid & french fries
436³
CCS Logistics
COMBINED GROUP
6 241
COMBINED GROUP
1 316
Daybrook Fisheries¹
Note:
1. Daybrook Fisheries’ results converted from US GAAP to IFRS and translated at an average US$ / ZAR 10.55 for Oceana’s year-ended 30 September 2014
2. Revenue normalised for a closing inventory normalisation adjustment
3. EBIT normalised for non-recurring expenses and excludes once-off transaction costs
4. All normalised figures have not been reviewed or audited by Oceana’s auditors
33
GEOGRAPHIC, CURRENCY AND PRODUCT DIVERSIFICATION
Pro-forma 2014 results
OCEANA GEOGRAPHICAL REVENUE SPLIT¹
OCEANA CURRENCY SPLIT¹,²,³
33%
46%
32%
OCEANA PRODUCT REVENUE SPLIT excl CCS¹,³
42%
7%
10%
9%
20%
9%6%
10%
8%
43%
26%
56%
13%
75%
59%
10%
8%
30%
South Africa & Namibia
Other Africa
Europe
Far East
US & Canada
Canned fish
Fishmeal
Horse mackerel and hake
Lobster, squid & french fries
67%
54%
68%
Revenue Revenue Costs
(before) (after) (before)
ZAR
58%
Costs
(after)
Other
Note:
1. Daybrook Fisheries’ results converted from US GAAP to IFRS and translated at an average US$ / ZAR 10.55 for Oceana’s year-end 30 September 2014
2. Daybrook Fisheries’ costs have been normalised to exclude non-recurring expenses and a closing inventory normalisation adjustment
3. Daybrook Fisheries’ revenues have been normalised for a closing inventory normalisation adjustment
4. All normalised figures have not been reviewed or audited by Oceana’s auditors
34
COMBINED GROUP COMPARATIVE POSITION
FY14 EBITDA (US$m¹,²)
Salmar
279
Austevoll Seafood
270
Pacific Andes
246
Leroy Seafood
229
China Fishery Group
226
Combined Group
142
Empresa Pesquera Eperva
114
Oceana Group
94
Omega Protein
69
Pesquera Camanchaca
66
Pesquera Exalmar
57
Blumar SA
57
Daybrook Fisheries
Kyokuyo
48
43
Source: Oceana and Daybrook Fisheries IFRS converted annual financial statements, S&P CapitalIQ
Note:
1. Oceana results converted at average US$ / ZAR 10.55 for its year ended 30 September 2014
2. Foreign currency results converted at historical US$ / LCY at their respective FY14 year ends
3. List is not exhaustive, presented for comparative purposes only
35
COMBINED GROUP COMPARATIVE POSITION | CONTINUED
FY14 EBITDA MARGIN (%¹, ²)
China Fishery Group
36%
Salmar
29%
Pesquera Exalmar
26%
Combined Group
24%
Omega Protein
22%
Oceana Group
20%
Pacific Andes
15%
Empresa Pesquera Eperva
14%
Austevoll Seafood
14%
Leroy Seafood
14%
Pesquera Camanchaca
13%
Blumar SA
13%
Kyokuyo
2%
Source: Oceana and Daybrook Fisheries IFRS converted annual financial statements, S&P CapitalIQ
Note:
1. Daybrook Fisheries’ results converted at an average US$ / ZAR 10.55 for Oceana’s year-ended 30 September 2014 to determine the combined group’s EBITDA margin
2. Daybrook Fisheries’ 2014 EBITDA converted from US GAAP to IFRS and normalised for non-recurring expenses and a closing inventory normalisation adjustment
3. All normalised figures have not been reviewed or audited by Oceana’s auditors
4. List is not exhaustive, presented for comparative purposes only
36
SECTION 5
Indicative timetable
INDICATIVE TRANSACTION TIMETABLE
2015
Mid June
Distribution of Category 1 circular to Oceana shareholders
Shareholder vote to approve acquisition and proposed rights offer resolutions
Mid-late July
Late July
Completion of acquisition, pay-away and distribution of proposed rights offer circular
Launch rights offer
Closing of rights offer
Early August
End August
-early September
Please refer to the detailed JSE SENS announcement released on 19 May 2015 for more information regarding the acquisition and proposed rights offer
38
Q&A